EXHIBIT 4.1

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                       NATIONAL CITY MORTGAGE CAPITAL LLC,
                                  as Depositor,


                           NATIONAL CITY MORTGAGE CO.,
                      as Servicer and Mortgage Loan Seller,


                                       and


                             WELLS FARGO BANK, N.A.,
                                   as Trustee


                         POOLING AND SERVICING AGREEMENT

                             Dated February 28, 2008



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                  National City Mortgage Capital Trust 2008-1,
                Mortgage Pass-Through Certificates, Series 2008-1










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<PAGE>


                                TABLE OF CONTENTS



PRELIMINARY STATEMENT...........................................................


                                    ARTICLE I
                                   DEFINITIONS

Section 1.01    Defined Terms..................................................
Section 1.02    Interest Calculations..........................................
Section 1.03    Fiscal Year....................................................


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01    Conveyance of Mortgage Loans...................................
Section 2.02    Acceptance by the Trustee of the Mortgage Loans................
Section 2.03    Representations and Warranties of the Servicer.................
Section 2.04    Representations and Warranties of the Mortgage Loan
                 Seller as to the Mortgage Loans...............................
Section 2.05    Representations and Warranties of the Mortgage Loan Seller.....
Section 2.06    Representations and Warranties of the Depositor................
Section 2.07    Designation of Interests in the REMICs.........................
Section 2.08    Designation of Start-up Day....................................
Section 2.09    REMIC Certificate Maturity Date................................
Section 2.10    Execution and Delivery of Certificates.........................


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section 3.01    Servicer to Service Mortgage Loans.............................
Section 3.02    Subservicing...................................................
Section 3.03    Maintenance of Hazard Insurance and Errors and Omissions
                 and Fidelity Coverage.........................................
Section 3.04    Access to Certain Documentation................................
Section 3.05    [RESERVED.]....................................................
Section 3.06    Rights of the Depositor and the Trustee in Respect of
                 the Servicer..................................................
Section 3.07    Trustee to Act as Servicer.....................................
Section 3.08    Collection of Mortgage Loan Payments; Collection Account;
                 and Certificate Account.......................................
Section 3.09    Collection of Taxes, Assessments and Similar Items;
                 Escrow Accounts...............................................
Section 3.10    Access of Trustee to Certain Documentation and Information
                 Regarding the Mortgage Loans..................................
Section 3.11    Permitted Withdrawals from the Collection Account and
                 Certificate Account...........................................
Section 3.12    Title, Management and Disposition of REO Property..............
Section 3.13    Enforcement of Due-On-Sale Clauses; Assumption Agreements......
Section 3.14    Realization Upon Defaulted Mortgage Loans......................
Section 3.15    Trustee to Cooperate; Release of Mortgage Files................
Section 3.16    Documents, Records and Funds in Possession of the Servicer
                 to Be Held for the Trustee....................................
Section 3.17    Servicing Compensation.........................................
Section 3.18    Annual Statement as to Compliance..............................
Section 3.19    Assessments of Servicing Compliance; Registered Public
                 Accounting Firm Attestation Reports...........................
Section 3.20    Advances.......................................................
Section 3.21    Modifications, Waivers, Amendments and Consents................
Section 3.22    Reports to the Securities and Exchange Commission..............
Section 3.23    Buy-Down Account; Application of Buy-Down Funds................

                                   ARTICLE IV

                              REMITTANCE STATEMENT

Section 4.01    Statement......................................................


                                    ARTICLE V

                 PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
                              REMIC ADMINISTRATION

Section 5.01    Distributions..................................................
Section 5.02    Priorities of Distributions....................................
Section 5.03    Allocation of Losses...........................................
Section 5.04    Statements to Certificateholders...............................
Section 5.05    Tax Returns and Reports to Certificateholders..................
Section 5.06    Tax Matters Person.............................................
Section 5.07    Rights of the Tax Matters Person in Respect of the Trustee.....
Section 5.08    REMIC Related Covenants........................................
Section 5.09    Grantor Trust Administration...................................
Section 5.10    Distributions..................................................


                                   ARTICLE VI

                                THE CERTIFICATES

Section 6.01    The Certificates...............................................
Section 6.02    Registration of Transfer and Exchange of Certificates..........
Section 6.03    Transfer of Exchangeable REMIC Certificates and
                 Exchangeable Certificates.....................................
Section 6.04    Exchanges of Exchangeable REMIC Certificates and
                 Exchangeable Certificates.....................................
Section 6.05    Mutilated, Destroyed, Lost or Stolen Certificates..............
Section 6.06    Persons Deemed Owners..........................................


                                   ARTICLE VII

            THE DEPOSITOR, THE SERVICER AND THE MORTGAGE LOAN SELLER

Section 7.01    Respective Liabilities of the Depositor and the Servicer.......
Section 7.02    Merger or Consolidation of the Depositor, the Servicer
                 or the Mortgage Loan Seller...................................
Section 7.03    Limitation on Liability of the Depositor, the Servicer,
                 the Mortgage Loan Seller and Others...........................
Section 7.04    Depositor, Servicer and Mortgage Loan Seller Not to Resign.....
Section 7.05    Assignment or Delegation of Duties by the Servicer.............


                                 ARTICLE VIII

                                    DEFAULT

Section 8.01    Events of Default..............................................
Section 8.02    Remedies of Trustee............................................
Section 8.03    Directions by Certificateholders and Duties of Trustee
                 During Event of Default.......................................
Section 8.04    Action upon Certain Failures of the Servicer and upon
                 Event of Default..............................................
Section 8.05    Trustee to Act; Appointment of Successor.......................
Section 8.06    Notification to Certificateholders.............................


                                  ARTICLE IX

                                  THE TRUSTEE

Section 9.01    Duties of Trustee..............................................
Section 9.02    Certain Matters Affecting the Trustee..........................
Section 9.03    Trustee Not Liable for Certificates or Mortgage Loans..........
Section 9.04    Trustee May Own Certificates...................................
Section 9.05    Eligibility Requirements for Trustee...........................
Section 9.06    Resignation and Removal of Trustee.............................
Section 9.07    Successor Trustee..............................................
Section 9.08    Merger or Consolidation of Trustee.............................
Section 9.09    Appointment of Co-Trustee or Separate Trustee..................
Section 9.10    Authenticating Agents..........................................
Section 9.11    Trustee's Fees and Expenses....................................
Section 9.12    Appointment of Custodian.......................................
Section 9.13    Paying Agents..................................................
Section 9.14    Limitation of Liability........................................
Section 9.15    Trustee May Enforce Claims Without Possession of Certificates..
Section 9.16    Suits for Enforcement..........................................
Section 9.17    Waiver of Bond Requirement.....................................
Section 9.18    Waiver of Inventory, Accounting and Appraisal Requirement......


                                   ARTICLE X

                                  TERMINATION

Section 10.01   Termination upon Purchase by the Servicer or
                 Liquidation of All Mortgage Loans.............................
Section 10.02   Additional Termination Requirements............................


                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

Section 11.01   Amendment......................................................
Section 11.02   Recordation of Agreement.......................................
Section 11.03   Limitation on Rights of Certificateholders.....................
Section 11.04   Governing Law..................................................
Section 11.05   Notices........................................................
Section 11.06   Severability of Provisions.....................................
Section 11.07   Certificates Nonassessable and Fully Paid......................
Section 11.08   Access to List of Certificateholders...........................
Section 11.09   Recharacterization.............................................
Section 11.10   Insolvency.....................................................
Section 11.11   Regulation AB Compliance; Intent of Parties; Reasonableness....




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EXHIBITS
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Exhibit A-1    -  Form of Face of Senior Certificates...........................
Exhibit A-2    -  Form of Face of Residual Certificate..........................
Exhibit B      -  Form of Face of Subordinate Certificates......................
Exhibit C      -  Form of Reverse of all Certificates...........................
Exhibit D      -  Addresses for Requesting Mortgage Loan Schedule ..............
Exhibit E      -  Request for Release of Documents..............................
Exhibit F      -  Form of Certification of Establishment of Account.............
Exhibit G-1    -  Form of Transferor Certificate For Transfers of Private
                   Certificates.................................................
Exhibit G-2A   -  Form I of Transferee Certificate For Transfers of Private
                   Certificates.................................................
Exhibit G-2B   -  Form II of Transferee Certificate For Transfers of Private
                   Certificates.................................................
Exhibit H      -  Form of Transferee Representation Letter for ERISA
                   Restricted Certificates......................................
Exhibit I      -  Form of Affidavit Regarding Transfer of Residual
                   Certificate Pursuant to Section 6.02.........................
Exhibit J      -  Contents of the Servicing File................................
Exhibit K      -  [Reserved]
Exhibit L      -  List of Recordation States....................................
Exhibit M      -  Form of Initial Certification.................................
Exhibit N      -  Form of Final Certification...................................
Exhibit O      -  Form of Sarbanes-Oxley Certification..........................
Exhibit P      -  Form of Trustee's Certification...............................
Exhibit Q      -  Servicing Criteria............................................
Exhibit R-1    -  Additional Form 10-D Information .............................
Exhibit R-2    -  Additional Form 10-K Information .............................
Exhibit R-3    -  Form 8-K Information .........................................
Exhibit S      -  Combination Groups............................................
Exhibit T      -  Form of Request for Exchange of Exchangeable REMIC
                   Certificates or  Exchangeable Certificates...................




<PAGE>



                         POOLING AND SERVICING AGREEMENT

            THIS POOLING AND SERVICING AGREEMENT, dated February 28, 2008, is
hereby executed by and among NATIONAL CITY MORTGAGE CAPITAL LLC, as depositor
(together with its permitted successors and assigns, the "Depositor"), NATIONAL
CITY MORTGAGE CO., as servicer (in such capacity, and together with its
permitted successors and assigns, the "Servicer"), NATIONAL CITY MORTGAGE CO.,
as mortgage loan seller (in such capacity, and together with its permitted
successors and assigns, the "Mortgage Loan Seller"), and WELLS FARGO BANK, N.A.,
as trustee (together with its permitted successors and assigns, the "Trustee").

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

            In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Mortgage Loan Seller and the Trustee agree as
follows:

                              PRELIMINARY STATEMENT

            In exchange for the Certificates, the Depositor hereby conveys the
Trust Estate to the Trustee to create the Trust. The Trust Estate for federal
income tax purposes will be treated as three separate real estate mortgage
investment conduits (the "Upper-Tier REMIC," the "1-A Lower-Tier REMIC" and the
"2-A Lower-Tier REMIC," respectively, and each, a "REMIC"). The Senior
Certificates (other than Exchangeable Certificates and the Class 1-A-R
Certificate) and the Subordinate Certificates are referred to collectively as
the "Regular Certificates" and shall constitute "regular interests" in the
Upper-Tier REMIC. The Uncertificated Lower-Tier Interests shall constitute the
"regular interests" in the 1-A Lower-Tier REMIC and the 2-A Lower-Tier REMIC
(collectively, the "Lower-Tier REMICS"), as detailed in the definition of
"Uncertificated Lower-Tier Interest." The Uncertificated Lower-Tier Interests
shall constitute the assets of the Upper-Tier REMIC. The Class 1-A-RL Interest
shall constitute the "residual interest" in the 1-A Lower-Tier REMIC. The Class
2-A-RL Interest shall constitute the "residual interest" in the 2-A Lower-Tier
REMIC. The Class R-U Interest shall constitute the "residual interest" in the
Upper-Tier REMIC. The Class 1-A-R Certificate shall represent ownership of the
Class R-U Interest, the Class 1-A-RL Interest and the Class 2-A-RL Interest. The
portion of the Trust Estate consisting of the Exchangeable Certificates shall
not be an asset of any REMIC created hereunder, but rather shall be an asset of
the Grantor Trust. The assets of the Grantor Trust, the Certificates (other than
the Exchangeable Certificates) and the related Uncertificated Lower-Tier
Interests will represent the entire beneficial interest in the Trust. The
"latest possible maturity date" for federal income tax purposes of all interests
created hereby will be the REMIC Certificate Maturity Date.

            The following table sets forth characteristics of the Certificates,
together with the minimum Denominations and integral multiples in excess thereof
in which the Classes of Certificates shall be issuable:

                                                                     Integral
                  Initial Class                                    Multiples in
                    Balance or      Pass-Through      Minimum       Excess of
 Classes         Notional Amount        Rate        Denomination     Minimum
-----------      ---------------    ------------    ------------   ------------
Class 1-A-1      $115,131,000.00         (1)          $100,000          $1
Class 1-A-2        $6,753,000.00         (2)          $100,000          $1
Class 1-A-3      $115,131,000.00         (3)          $100,000          $1
Class 1-A-R              $100.00         (2)              $100         N/A
Class 1-B-1        $2,894,800.00         (2)          $100,000          $1
Class 1-B-2        $1,286,400.00         (2)          $100,000          $1
Class 1-B-3          $771,800.00         (2)          $100,000          $1
Class 1-B-4          $836,200.00         (2)          $100,000          $1
Class 1-B-5          $321,600.00         (2)          $100,000          $1
Class 1-B-6          $643,223.68         (2)          $100,000          $1
Class 2-A-1      $240,175,000.00(4)    6.000%         $100,000          $1
Class 2-A-2       $13,353,000.00       6.000%         $100,000          $1
Class 2-A-3      $157,994,000.00(4)    6.000%         $100,000          $1
Class 2-A-4       $55,978,000.00(4)    6.000%         $100,000          $1
Class 2-A-5       $26,203,000.00(4)    6.000%         $100,000          $1
Class 2-PO           $710,292.00         (5)          $100,000          $1
Class 2-IO        $22,340,093.00       6.000%         $100,000          $1
Class 2-B-1        $3,011,000.00       6.000%         $100,000          $1
Class 2-B-2        $1,571,000.00       6.000%         $100,000          $1
Class 2-B-3          $655,000.00       6.000%         $100,000          $1
Class 2-B-4        $1,178,000.00       6.000%         $100,000          $1
Class 2-B-5          $393,000.00       6.000%         $100,000          $1
Class 2-B-6          $785,139.83       6.000%         $100,000          $1

--------------------------


(1)  For each Distribution Date occurring prior to and in November 2012,
     interest will accrue on these Certificates at a per annum rate equal to the
     lesser of (a) the Net WAC for the Group 1 Mortgage Loans and (ii) 5.750%.
     For each Distribution Date occurring in and after December 2012, interest
     will accrue on these Certificates at a per annum rate equal to the Net WAC
     for the Group 1 Mortgage Loans.

(2)  Interest will accrue on these Certificates at a per annum rate equal to the
     Net WAC for the Group 1 Mortgage Loans.

(3)  For each Distribution Date occurring prior to and in November 2012,
     interest will accrue on these Certificates at a per annum rate equal to the
     excess, if any, of (a) the Net WAC for the Group 1 Mortgage Loans over (ii)
     5.750%. For each Distribution Date occurring in and after December 2012,
     the Pass-Through Rate on these Certificates will be zero and these
     Certificates will not be entitled to any distributions of interest.

(4)  Represents the Maximum Initial Class Balance.

(5)  The Class 2-PO Certificates are Principal Only Certificates and will not be
     entitled to distributions of interest.


<PAGE>


                                   ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article:

            1-A Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Group 1 Mortgage Loans, such amounts as shall be
held in the 1-A Lower-Tier REMIC Certificate Sub-Account, the insurance
policies, if any, relating to a Group 1 Mortgage Loan and property which secured
a Group 1 Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure.

            1-A Lower-Tier REMIC Certificate Sub-Account: One of the
sub-accounts of the Certificate Account designated by the Trustee pursuant to
Section 3.08(f).

            2-A Lower-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Group 2 Mortgage Loans, such amounts as shall be
held in the 2-A Lower-Tier REMIC Certificate Sub-Account, the insurance
policies, if any, relating to a Group 2 Mortgage Loan and property which secured
a Group 2 Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure.

            2-A Lower-Tier REMIC Certificate Sub-Account: One of the
sub-accounts of the Certificate Account designated by the Trustee pursuant to
Section 3.08(f).

            10-K Filing Deadline: As defined in Section 3.22(c).

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

            Accrued Certificate Interest: For any Distribution Date and each
interest-bearing Class (other than a Class of Exchangeable Certificates), one
month's interest accrued during the related Interest Accrual Period at the
applicable Pass-Through Rate on the applicable Class Balance or Notional Amount.

            Additional Form 10-D Information: As defined in Section 3.22(b).

            Additional Form 10-K Information: As defined in Section 3.22(c).

            Additional Servicer: As defined in Section 3.02(c).

            Adjusted Pool Amount: With respect to any Distribution Date and Loan
Group, the Cut-off Date Pool Principal Balance for such Loan Group minus the sum
of (i) all amounts in respect of principal received in respect of the Mortgage
Loans in such Loan Group (including, without limitation, amounts received as
Monthly Payments, Periodic Advances, Principal Prepayments, Liquidation Proceeds
and Substitution Adjustment Amounts) and distributed to Holders of the
Certificates on such Distribution Date and all prior Distribution Dates and (ii)
the principal portion of all Realized Losses (other than Debt Service
Reductions) incurred on the Mortgage Loans in such Loan Group from the Cut-off
Date through the end of the month preceding such Distribution Date.

            Adjusted Pool Amount (Non-PO Portion): With respect to any
Distribution Date and Loan Group, the difference between the Adjusted Pool
Amount for such Loan Group and the Adjusted Pool Amount (PO Portion) for such
Loan Group.

            Adjusted Pool Amount (PO Portion): With respect to any Distribution
Date and Loan Group 1, zero. With respect to any Distribution Date and Loan
Group 2, the sum of the amounts, calculated as follows, with respect to all
Outstanding Mortgage Loans of such Loan Group: the product of (i) the PO
Percentage for each such Mortgage Loan and (ii) the remainder of (A) the Cut-off
Date Principal Balance of such Mortgage Loan minus (B) the sum of (x) all
amounts in respect of principal received in respect of such Mortgage Loan
(including, without limitation, amounts received as Monthly Payments, Periodic
Advances, Principal Prepayments, Liquidation Proceeds and Substitution
Adjustment Amounts) and distributed to Holders of the Certificates of the
Related Group on such Distribution Date and all prior Distribution Dates and (y)
the principal portion of any Realized Loss (other than a Debt Service Reduction)
incurred on such Mortgage Loan from the Cut-off Date through the end of the
month preceding such Distribution Date.

            Advance: A Periodic Advance or a Servicing Advance.

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

            Agreement: This Pooling and Servicing Agreement together with all
amendments hereof and supplements hereto.

            Amount Held for Future Distribution: As to any Distribution Date and
Loan Group, the total of the amounts held in the Collection Account at the close
of business on the preceding Determination Date on account of (i) Principal
Prepayments and Liquidation Proceeds received or made on the Mortgage Loans in
such Loan Group in the month of such Distribution Date and (ii) payments which
represent receipt of Monthly Payments on the Mortgage Loans in such Loan Group
in respect of a Due Date or Due Dates subsequent to the related Due Date.

            Ancillary Income: All prepayment premiums (if any), assumption fees,
late payment charges and all other ancillary income and fees with respect to the
Mortgage Loans.

            Appraised Value: With respect to any Mortgaged Property, the lesser
of (a) the value of the related Mortgaged Property determined in an appraisal
obtained at origination of the Mortgage Loan (or, in the case of a Mortgage Loan
originated under the "construction-to-permanent" program of the related
originator, the updated value obtained after the completion of the construction
of the home) and (b) the purchase price paid for the Mortgaged Property,
provided, however, in the case of a refinanced Mortgage Loan, such value shall
be based solely on the appraisal made in connection with the refinance of such
Mortgage Loan.

            Assignment of Mortgage: An individual assignment of the Mortgage,
notice of transfer or equivalent instrument in recordable form, sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to give record notice of the sale of the Mortgage.

            Authenticating Agents: As defined in Section 9.10.

            Book-Entry Certificate: Any Class of Certificates other than the
Physical Certificates.

            Business Day: Any day other than (i) a Saturday or a Sunday or (ii)
a day on which banking institutions in the State of Ohio, the State of New York,
the State of Minnesota, each state in which the servicing offices of the
Servicer are located or each state in which the Corporate Trust Office is
located are required or authorized by law or executive order to be closed.

            Buy-Down Account: The separate Eligible Account or Accounts created
and maintained by the Servicer pursuant to Section 3.23.

            Buy-Down Agreement: An agreement governing the application of
Buy-Down Funds with respect to a Buy-Down Mortgage Loan.

            Buy-Down Funds: Money advanced by a builder, seller or other
interested party to reduce a Mortgagor's monthly payment during the initial
years of a Buy-Down Mortgage Loan.

            Buy-Down Mortgage Loan: Any Mortgage Loan in respect of which,
pursuant to a Buy-Down Agreement, the monthly interest payments made by the
related Mortgagor will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided from Buy-Down Funds.

            Calculated Principal Distribution: As defined in Section 5.03(d).

            Capitalized Advance Amount: As of any date, the amount of Advances
that have been added to the unpaid principal balance of a Mortgage Loan in
connection with a Servicer Modification.

            Certificate: Any of the National City Mortgage Capital Trust 2008-1,
Mortgage Pass-Through Certificates, Series 2008-1, that are issued pursuant to
this Agreement.

            Certificate Account: The Eligible Account created and maintained by
the Trustee pursuant to Section 3.08(c) in the name of the Trustee for the
benefit of the Certificateholders and designated "Wells Fargo Bank, N.A., in
trust for registered holders of National City Mortgage Capital Trust 2008-1,
Mortgage Pass-Through Certificates, Series 2008-1." The Certificate Account
shall be deemed to consist of four sub-accounts; one for each Group, a third
sub-account referred to herein as the Upper-Tier REMIC Certificate Sub-Account
and the Exchangeable Certificate Grantor Trust Account, which shall be deemed to
be sub-accounts of the Certificate Account. Funds in the Certificate Account
shall be held in trust for the Holders of the Certificates of such Group for the
uses and purposes set forth in this Agreement.

            Certificate Balance: With respect to any Certificate (other than an
Exchangeable Certificate) at any date, the maximum dollar amount of principal to
which the Holder thereof is then entitled hereunder (assuming in the case of an
Exchangeable REMIC Certificate that no exchanges have occurred), such amount
being equal to the product of the Percentage Interest of such Certificate and
the Class Balance of the Class of Certificates of which such Certificate is a
part.

            Certificate Custodian: Initially, Wells Fargo Bank, N.A.; thereafter
any other Certificate Custodian acceptable to the Depository and selected by the
Trustee.

            Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of a Book-Entry Certificate. With respect to
any Definitive Certificate, the Certificateholder of such Certificate.

            Certificate Register: The register maintained pursuant to Section
6.02.

            Certificate Registrar: The registrar appointed pursuant to Section
6.02.

            Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, National City Mortgage Co., National City Bank or any
Affiliate thereof shall be deemed not to be outstanding and the Percentage
Interest and Voting Rights evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests or Voting
Rights, as the case may be, necessary to effect any such consent has been
obtained, unless such entity is the registered or beneficial owner of the entire
Class of Certificates, provided that the Trustee shall not be responsible for
knowing that any Certificate is registered in the name of such an Affiliate
unless one of its Responsible Officers has actual knowledge. Notwithstanding the
foregoing, to the extent the Depositor, National City Mortgage Co., National
City Bank or any Affiliate thereof is the registered or beneficial owner of the
entire Class of Certificates, such entities shall not be permitted to vote to
dissolve the Trust or alter the permitted activities of the Trust.

            Certification: As defined in Section 3.22(c).

            Class: Each of the classes of Certificates, created hereby, as the
case may be.

            Class 1-A-1 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Group 1, the amount, if any, by
which the Class Balance of the Class 1-A-1 Certificates would be reduced as a
result of the allocation of any reduction pursuant to Section 5.03(b) to such
Class, without regard to the operation of Section 5.03(e).

            Class 1-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for Group 1, the lesser of
(a) the Class Balance of the Class 1-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 1-A-2 Loss Allocation
Amount and (b) the Class 1-A-1 Loss Amount with respect to such Distribution
Date.

            Class 1-A-3 Notional Amount: As to any Distribution Date prior to
and including the Distribution Date in November 2012 and the Class 1-A-3
Certificates, the Class Balance of the Class 1-A-1 Certificates for such
Distribution Date. For each Distribution Date occurring in and after December
2012, zero.

            Class 2-A-2 Loss Allocation Amount: With respect to any Distribution
Date after the Senior Credit Support Depletion Date for Group 2, the lesser of
(a) the Class Balance of the Class 2-A-2 Certificates with respect to such
Distribution Date prior to any reduction for the Class 2-A-2 Loss Allocation
Amount and (b) the sum of the Class 2-A-3 Loss Amount, Class 2-A-4 Loss Amount
and Class 2-A-5 Loss Amount with respect to such Distribution Date.

            Class 2-A-3 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Group 2, the amount, if any, by
which the Class Balance of the Class 2-A-3 Certificates would be reduced as a
result of the allocation of any reduction pursuant to Section 5.03(b) to such
Class, without regard to the operation of Section 5.03(e).

            Class 2-A-4 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Group 2, the amount, if any, by
which the Class Balance of the Class 2-A-4 Certificates would be reduced as a
result of the allocation of any reduction pursuant to Section 5.03(b) to such
Class, without regard to the operation of Section 5.03(e).

            Class 2-A-5 Loss Amount: With respect to any Distribution Date after
the Senior Credit Support Depletion Date for Group 2, the amount, if any, by
which the Class Balance of the Class 2-A-5 Certificates would be reduced as a
result of the allocation of any reduction pursuant to Section 5.03(b) to such
Class, without regard to the operation of Section 5.03(e).

            Class 2-A-5 Priority Amount: As to any Distribution Date, the lesser
of (i) the Class Balance of the Class 2-A-5 Certificates and (ii) the product of
(a) 94.7331261241%, (b) the Senior Principal Distribution Amount for Loan Group
2, (c) the Lockout Shift Percentage and (d) the Class 2-A-5 Priority Percentage.

            Class 2-A-5 Priority Percentage: As to any Distribution Date, (i)
the Class Balance of the Class 2-A-5 Certificates divided by (ii) the aggregate
Class Balances of the Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates.

            Class 2-IO Notional Amount: As to any Distribution Date and the
Class 2-IO Certificates, the product of (i) the aggregate Stated Principal
Balance of the Premium Mortgage Loans on the Due Date in the month preceding the
month of such Distribution Date and (ii) a fraction, (a) the numerator of which
is equal to the weighted average of the Net Mortgage Interest Rates (as of the
Cut-off Date) of the Premium Mortgage Loans (based on the Stated Principal
Balances of the Premium Mortgage Loans as of the Due Date in the month preceding
the month of such Distribution Date) minus 6.000% and (b) the denominator of
which is equal to 6.000%.

            Class Balance: With respect to any Class (other than the
Exchangeable Certificates and the Interest Only Certificates) and any date of
determination, and subject to Section 5.03(f), the Initial Class Balance of such
Class or, in the case of a Class of Exchangeable REMIC Certificates, the Maximum
Initial Class Balance, minus (A) the sum of (i) all distributions of principal
made with respect thereto (including in the case of any Class of Group 2
Subordinate Certificates, any principal otherwise payable to such Class of Group
2 Subordinate Certificates used to pay any PO Deferred Amounts), (ii) all
reductions in Class Balance previously allocated thereto pursuant to Section
5.03(b) and (iii) any reduction allocated to a Class pursuant to Section 5.03(e)
plus (B) the sum of (i) all increases in Class Balance previously allocated
thereto pursuant to Section 5.03(b) and (ii) any increases allocated to a Class
pursuant to Section 5.03(e). The Class 1-A-3 and Class 2-IO Certificates are
Interest Only Certificates and have no Class Balance. A Class of Exchangeable
Certificates has no Class Balance.

            Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class (other than the Exchangeable Certificates), the amount by
which Accrued Certificate Interest for such Class (as reduced pursuant to
Section 5.02(c)) exceeds the amount of interest actually distributed on such
Class on such Distribution Date pursuant to clause (i) of the definition of
"Interest Distribution Amount."

            Class Unpaid Interest Shortfall: As to any Distribution Date and
each interest-bearing Class (other than the Exchangeable Certificates), the
amount by which the aggregate Class Interest Shortfalls for such Class on prior
Distribution Dates exceeds the amount of interest actually distributed on such
Class on such prior Distribution Dates pursuant to clause (ii) of the definition
of "Interest Distribution Amount."

            Closing Date: February 28, 2008.

            Code: The Internal Revenue Code of 1986, as amended.

            Collection Account: The separate Eligible Account or Accounts
created and maintained by the Servicer pursuant to Section 3.08(b).

            Collection Account Reinvestment Income: For each Distribution Date,
all income and gains net of any losses realized since the preceding Distribution
Date from Permitted Investments of funds in the Collection Account.

            Compensating Interest: With respect to any Distribution Date and
Loan Group, the least of (a) the aggregate Servicing Fee for such Distribution
Date and Loan Group (before giving effect to any reduction pursuant to Section
3.17), (b) the Prepayment Interest Shortfall for such Distribution Date and Loan
Group and (c) one-twelfth of 0.125% of the Pool Stated Principal Balance of the
Loan Group.

            Co-op Shares: Shares issued by private non-profit housing
corporations.

            Combination Group: The Exchangeable Combination and Exchangeable
REMIC Combination having the same numerical designation as set forth on Exhibit
S.

            Corporate Trust Office: The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement is conducted, which office at the date of the
execution of this instrument is located at 9062 Old Annapolis Road, Columbia,
Maryland 21045-1951, Attention: Client Manager - NCMT 2008-1, and for
certificate transfer purposes is located at Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Services - NCMT 2008-1,
or at such other address as the Trustee may designate from time to time by
notice to the Certificateholders, the Depositor, the Mortgage Loan Seller and
the Servicer.

            Corresponding Upper-Tier Class or Classes: As to the following
Uncertificated Lower-Tier Interests, the Corresponding Upper-Tier Class or
Classes, as follows:

      Uncertificated                      Corresponding Upper-Tier
   Lower-Tier Interest                        Class or Classes
---------------------------  ---------------------------------------------------
Class 1-A-L1 Interest        Class 1-A-1, Class 1-A-2 and Class 1-A-3
                             Certificates
---------------------------  ---------------------------------------------------
Class 1-A-LUR Interest       Class 1-A-R Certificate
---------------------------  ---------------------------------------------------
Class 1-B-L1 Interest        Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4,
                             Class 1-B-5 and Class 1-B-6 Certificates
---------------------------  ---------------------------------------------------
Class 2-A-L2 Interest        Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4
                             and Class 2-A-5 Certificates
---------------------------  ---------------------------------------------------
Class 2-LIO Interest         Class 2-IO Certificates
---------------------------  ---------------------------------------------------
Class 2-LPO Interest         Class 2-PO Certificates
---------------------------  ---------------------------------------------------
Class 2-B-L1 Interest        Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4
                             Class 2-B-5 and Class 2-B-6 Certificates
---------------------------  ---------------------------------------------------

            CUSIP Number: With respect to each Certificate, the identification
number, if any, provided by the CUSIP Service Bureau and appearing on the face
of such Certificate.

            Custodian: Initially, the Trustee, and thereafter the Custodian, if
any, hereafter appointed by the Trustee pursuant to Section 9.12. The Custodian
may (but need not) be the Trustee or any Person directly or indirectly
controlling or controlled by or under common control of either of them. None of
the Servicer, the Mortgage Loan Seller nor the Depositor, nor any Person
directly or indirectly controlling or controlled by or under common control with
any such Person may be appointed Custodian.

            Customary Servicing Procedures: With respect to the Servicer,
procedures (including collection procedures) that the Servicer customarily
employs and exercises in servicing and administering similar mortgage loans for
its own account and which are in accordance, in the opinion of the Servicer,
with accepted mortgage servicing practices of prudent lending institutions
servicing mortgage loans of the same type as the Mortgage Loans in the
jurisdictions in which the related Mortgaged Properties are located.

            Cut-off Date: February 1, 2008.

            Cut-off Date Pool Principal Balance: For each Loan Group, the
aggregate of the Cut-off Date Principal Balances of the Mortgage Loans in such
Loan Group, which is $128,638,123.68 for Loan Group 1 and $261,831,431.99 for
Loan Group 2.

            Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close of business on the Cut-off Date,
reduced by all installments of principal due on or prior thereto whether or not
paid.

            Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
proceeding initiated by or against the related Mortgagor under the Bankruptcy
Code, as amended from time to time (11 U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payment due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-off
Date.

            Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.

            Defective Mortgage Loan: Any Mortgage Loan which is required to be
cured, repurchased or substituted for pursuant to Section 2.02 or 2.04.

            Deficient Valuation: As to any Mortgage Loan and any Determination
Date, the excess of (i) the then outstanding indebtedness under such Mortgage
Loan over (ii) the secured valuation thereof established by a court of competent
jurisdiction (pursuant to an order which has become final and nonappealable) as
a result of a proceeding initiated by or against the related Mortgagor under the
Bankruptcy Code, as amended from time to time (11 U.S.C.), pursuant to which
such Mortgagor retained such Mortgaged Property; provided that no such excess
shall be considered a Deficient Valuation so long as (a) the Servicer is
pursuing an appeal of the court order giving rise to any such modification and
(b)(1) such Mortgage Loan is not in default with respect to payments due
thereunder in accordance with the terms of such Mortgage Loan as in effect on
the Cut-off Date or (2) Monthly Payments are being advanced by the Servicer in
accordance with the terms of such Mortgage Loan as in effect on the Cut-off
Date.

            Deficient Valuation Mortgage Loan: Any Mortgage Loan that became the
subject of a Deficient Valuation.

            Definitive Certificates: As defined in Section 6.02(c)(iii).

            Denomination: The amount, if any, specified on the face of each
Certificate (other than an Interest Only Certificate) representing the principal
portion of the Initial Class Balance evidenced by such Certificate. As to any
Interest Only Certificate, the amount specified on the face of each such
Certificate representing the portion of the Initial Notional Amount evidenced by
such Certificate.

            Depositor: National City Mortgage Capital LLC, a Delaware limited
liability company, or its successor in interest, as depositor of the Trust
Estate.

            Depository: The Depository Trust Company, the nominee of which is
Cede & Co., as the registered Holder of the Book-Entry Certificates or any
successor thereto appointed in accordance with this Agreement. The Depository
shall at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.

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

            Determination Date: With respect to each Distribution Date, the 16th
day of the calendar month in which such Distribution Date occurs or, if such
16th day is not a Business Day, the Business Day immediately preceding such 16th
day.

            Discount Mortgage Loan: A Group 2 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date less than 6.000% per annum.

            Distribution Date: The 25th day of each month beginning in March
2008 (or, if such day is not a Business Day, the next Business Day).

            Due Date: As to any Distribution Date and each Mortgage Loan, the
first day in the calendar month of such Distribution Date.

            Eligible Account: Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings (or, in the case of S&P, a long-term rating of at least
"BBB+" if no short-term rating is available) of each Rating Agency at the time
any amounts are held on deposit therein, or (ii) a trust account or accounts
maintained with the trust department of a federal or state chartered depository
institution or trust company, acting in its fiduciary capacity or (iii) any
other account acceptable to each Rating Agency. Eligible Accounts may bear
interest and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee or National City Bank. If an account ceases to be an
Eligible Account under clause (i) and does not otherwise qualify under clause
(ii) or (iii), the account will be moved within 30 days to a depository meeting
the ratings criteria contained in clause (i).

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

            ERISA Restricted Certificates: Any Class 1-B-4, Class 1-B-5, Class
1-B-6, Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificate.

            Escrow Account: As defined in Section 3.09(a).

            Escrow Payments: As defined in Section 3.09(a).

            Events of Default: As defined in Section 8.01.

            Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
or for which a Periodic Advance was made (and not reimbursed) up to the Due Date
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.

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

            Exchangeable Certificate Grantor Trust Account: The sub-account of
the Certificate Account designated by the Trustee pursuant to Section
5.09(b)(i).

            Exchangeable Certificates: The Class 2-A-1 Certificates.

            Exchangeable Classes: The Classes of Exchangeable Certificates.

            Exchangeable Combination: Exchangeable Combination 1.

            Exchangeable Combination 1: The Class 2-A-1 Certificates.

            Exchangeable REMIC Certificates: The Class 2-A-3, Class 2-A-4 and
Class 2-A-5 Certificates.

            Exchangeable REMIC Classes: The Classes of Exchangeable REMIC
Certificates.

            Exchangeable REMIC Combination: Exchangeable REMIC Combination 1.

            Exchangeable REMIC Combination 1: The Class 2-A-3, Class 2-A-4 and
Class 2-A-5 Certificates.

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

            Final Distribution Date: For each Loan Group, the Distribution Date
on which the final distribution in respect of the Certificates relating to such
Loan Group will be made pursuant to Section 10.01.

            Final Scheduled Maturity Date: The Final Scheduled Maturity Date for
each Class of Certificates is March 25, 2038 which corresponds to the "latest
possible maturity date" for purposes of Section 860G(a)(1) of the Internal
Revenue Code of 1986, as amended.

            Financial Market Service: Bloomberg Financial Service and any other
financial information provider designated by the Depositor by written notice to
the Trustee.

            FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989, as amended.

            Fitch: Fitch Ratings, or any successor thereto.

            Form 8-K: As defined in Section 3.22(a).

            Form 8-K Information: As defined in Section 3.22(d).

            Form 10-D: As defined in Section 3.22(a).

            Form 10-K: As defined in Section 3.22(a).

            Fractional Interest: With respect to any Class of Subordinate
Certificates of a Group on any Distribution Date, (i) the aggregate of the Class
Balances immediately prior to such Distribution Date of all Classes of
Subordinate Certificates of such Group, lower in order of payment priority than
such Class, divided by (ii) the Pool Stated Principal Balance (Non-PO Portion)
of the Related Loan Group immediately prior to such Distribution Date.

            Grantor Trust: That portion of the Trust exclusive of the REMICs
consisting of any interests in the Exchangeable REMIC Certificates beneficially
owned in the form of Exchangeable Certificates and rights with respect thereto.

            Gross Margin: As to each Group 1 Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note and indicated in the Mortgage Loan
Schedule as the "Gross Margin," which percentage is added to the Index on each
Rate Adjustment Date to determine (subject to rounding, the Periodic Cap and the
Rate Ceiling) the Mortgage Interest Rate on such Mortgage Loan until the next
Rate Adjustment Date.

            Group: Either of Group 1 or Group 2.

            Group 1: The Group 1 Senior Certificates and the Group 1 Subordinate
Certificates.

            Group 1 Mortgage Loan: Each Mortgage Loan listed on the Mortgage
Loan Schedule as a Group 1 Mortgage Loan.

            Group 1 Senior Certificates: Class 1-A-1, Class 1-A-2, Class 1-A-3
and Class 1-A-R Certificates.

            Group 1 Senior Prepayment Percentage: For any Distribution Date and
Loan Group 1 during the seven years beginning on the first Distribution Date
(but not including the Distribution Date occurring on the seventh anniversary of
the first Distribution Date), 100%. The Group 1 Senior Prepayment Percentage for
any Distribution Date occurring on or after the seventh anniversary of the first
Distribution Date will, except as provided herein, be as follows: for any
Distribution Date in the first year thereafter, the Senior Percentage for Loan
Group 1 plus 70% of the Subordinate Percentage for such Loan Group for such
Distribution Date; for any Distribution Date in the second year thereafter, the
Senior Percentage for such Loan Group plus 60% of the Subordinate Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the
third year thereafter, the Senior Percentage for such Loan Group plus 40% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the fourth year thereafter, the Senior Percentage for such
Loan Group plus 20% of the Subordinate Percentage for such Loan Group for such
Distribution Date; and for any Distribution Date in the fifth or later years
thereafter, the Senior Percentage for such Loan Group for such Distribution
Date, unless (i) on any of the foregoing Distribution Dates the Senior
Percentage for such Loan Group exceeds the initial Senior Percentage for such
Loan Group, in which case the Group 1 Senior Prepayment Percentage for such Loan
Group for such Distribution Date will once again equal 100%, (ii) on any
Distribution Date before the Distribution Date occurring in March 2011, before
any distributions are made, the Subordinate Percentage for such Loan Group for
such Distribution Date is greater than or equal to twice the initial Subordinate
Percentage for such Loan Group, in which case the Group 1 Senior Prepayment
Percentage for such Loan Group for such Distribution Date will equal the Senior
Percentage for such Loan Group plus 50% of the Subordinate Percentage for such
Loan Group, or (iii) on any Distribution Date occurring on or after the
Distribution Date in March 2011, before any distributions are made, the
Subordinate Percentage for such Loan Group for such Distribution Date is greater
than or equal to twice the initial Subordinate Percentage for such Loan Group,
in which case the Group 1 Senior Prepayment Percentage for such Loan Group for
such Distribution Date will equal the Senior Percentage for such Loan Group.
Notwithstanding the foregoing, no decrease in the share of the Subordinate
Percentage (for calculating the Group 1 Senior Prepayment Percentage) will occur
and the Group 1 Senior Prepayment Percentage will be calculated without regard
to clause (ii) or (iii) in the preceding sentence unless both of the Group 1
Senior Step Down Conditions are satisfied.

            Group 1 Senior Step Down Conditions: As of any Distribution Date as
to which any decrease in the Group 1 Senior Prepayment Percentage applies, (i)
the outstanding principal balance of all Group 1 Mortgage Loans (including, for
this purpose, any Group 1 Mortgage Loans in foreclosure, any related REO
Property, any Group 1 Mortgage Loan for which the Mortgagor has filed for
bankruptcy after the Closing Date and any Group 1 Mortgage Loans that were the
subject of a Servicer Modification within twelve months prior to such
Distribution Date) delinquent 60 days or more (averaged over the preceding six
month period), as a percentage of the aggregate Class Balance of the Group 1
Subordinate Certificates is not equal to or greater than 50% or (ii) cumulative
Realized Losses with respect to the Group 1 Mortgage Loans as of the applicable
Distribution Date do not exceed the percentages of the Original Subordinate
Class Balance for the Group 1 Subordinate Certificates set forth below:


                                       Percentage of Original Subordinate
                                      Class Balance for Group 1 Subordinate
  Distribution Date Occurring                     Certificates
---------------------------------  ---------------------------------------------

March 2015 through February 2016                      30%
March 2016 through February 2017                      35%
March 2017 through February 2018                      40%
March 2018 through February 2019                      45%
March 2019 and thereafter                             50%

            Group 1 Subordinate Certificates: The Class 1-B-1, Class 1-B-2,
Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates

            Group 2: The Group 2 Senior Certificates and the Group 2 Subordinate
Certificates.

            Group 2 Mortgage Loan: Each Mortgage Loan listed on the Mortgage
Loan Schedule as a Group 2 Mortgage Loan.

            Group 2 Senior Certificates: Class 2-A-2, Class 2-A-3, Class 2-A-4
and Class 2-A-5 Certificates.

            Group 2 Senior Prepayment Percentage: For any Distribution Date and
Loan Group 2 during the five years beginning on the first Distribution Date (but
not including the Distribution Date occurring on the fifth anniversary of the
first Distribution Date), 100%. The Group 2 Senior Prepayment Percentage for any
Distribution Date occurring on or after the fifth anniversary of the first
Distribution Date will, except as provided herein, be as follows: for any
Distribution Date in the first year thereafter, the Senior Percentage for Loan
Group 2 plus 70% of the Subordinate Percentage for such Loan Group for such
Distribution Date; for any Distribution Date in the second year thereafter, the
Senior Percentage for such Loan Group plus 60% of the Subordinate Percentage for
such Loan Group for such Distribution Date; for any Distribution Date in the
third year thereafter, the Senior Percentage for such Loan Group plus 40% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the fourth year thereafter, the Senior Percentage for such
Loan Group plus 20% of the Subordinate Percentage for such Loan Group for such
Distribution Date; and for any Distribution Date in the fifth or later years
thereafter, the Senior Percentage for such Loan Group for such Distribution
Date, unless on any of the foregoing Distribution Dates the Senior Percentage
for such Loan Group exceeds the initial Senior Percentage for such Loan Group,
in which case the Group 2 Senior Prepayment Percentage for such Distribution
Date will once again equal 100%. Notwithstanding the foregoing, no decrease in
the Group 2 Senior Prepayment Percentage will occur unless both of the Group 2
Senior Step Down Conditions are satisfied.

            Group 2 Senior Step Down Conditions: As of any Distribution Date as
to which any decrease in the Group 2 Senior Prepayment Percentage applies, (i)
the outstanding principal balance of all Group 2 Mortgage Loans (including, for
this purpose, any Group 2 Mortgage Loans in foreclosure, any related REO
Property, any Group 2 Mortgage Loan for which the Mortgagor has filed for
bankruptcy after the Closing Date and any Group 2 Mortgage Loans that were the
subject of a Servicer Modification within twelve months prior to such
Distribution Date) delinquent 60 days or more (averaged over the preceding six
month period), as a percentage of the aggregate Class Balance of the Group 2
Subordinate Certificates is not equal to or greater than 50% or (ii) cumulative
Realized Losses with respect to the Group 2 Mortgage Loans as of the applicable
Distribution Date do not exceed the percentages of the Original Subordinate
Class Balance for the Group 2 Subordinate Certificates set forth below:

                                            Percentage of Original
                                        Subordinate Class Balance for
       Distribution Date Occurring     Group 2 Subordinate Certificates
   --------------------------------    --------------------------------
   March 2013 through February 2014                  30%
   March 2014 through February 2015                  35%
   March 2015 through February 2016                  40%
   March 2016 through February 2017                  45%
   March 2017 and thereafter                         50%

            Group 2 Subordinate Certificates: The Class 2-B-1, Class 2-B-2,
Class 2-B-3, Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates

            Holder: A Certificateholder.

            HUD: The US Department of Housing and Urban Development.

            Independent: When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Depositor, the Mortgage Loan
Seller and the Servicer, (ii) does not have any direct financial interest or any
material indirect financial interest in the Depositor, the Mortgage Loan Seller
or the Servicer or in an Affiliate of any of them, and (iii) is not connected
with the Depositor, the Mortgage Loan Seller or the Servicer as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.

            Index: As to any Group 1 Mortgage Loan and Rate Adjustment Date, a
rate per annum that is defined to be the arithmetic mean of the London interbank
offered rate quotations for one year U.S. Dollar-denominated deposits, as
published in The Wall Street Journal and most recently available either (i) as
of the first Business Day in the month preceding the month of the applicable
Rate Adjustment Date or (ii) up to forty-five days before the applicable Rate
Adjustment Date or, in the event that such index is no longer available, a
substitute index selected by the Servicer in accordance with the terms of the
related Mortgage Note.

            Initial Class Balance: As to each Class of Certificates (other than
the Exchangeable Certificates and the Interest Only Certificates), the Class
Balance set forth in the Preliminary Statement. The Interest Only Certificates
have no Initial Class Balance.

            Initial Notional Amount: As to each Class of Interest Only
Certificates, the respective Notional Amounts set forth in the Preliminary
Statement.

            Insurance Policy: With respect to any Mortgage Loan included in the
Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.

            Insurance Proceeds: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than any amount included in such Insurance
Proceeds in respect of Insured Expenses.

            Insured Expenses: Expenses covered by an Insurance Policy or any
other insurance policy with respect to the Mortgage Loans.

            Interest Accrual Period: As to any Distribution Date and each
interest-bearing Class of Certificates, the period from and including the first
day of the calendar month preceding the calendar month of such Distribution Date
to but not including the first day of the calendar month of such Distribution
Date.

            Interest Distribution Amount: For any Distribution Date and each
interest-bearing Class (other than the Exchangeable Certificates), the sum of
(i) the Accrued Certificate Interest, subject to reduction pursuant to Section
5.02(c) and (ii) any Class Unpaid Interest Shortfall for such Class.

            Interest Only Certificates: Any Class of Certificates entitled to
distributions of interest, but no distributions of principal. The Class 1-A-3
and Class 2-IO Certificates are the only Classes of Interest Only Certificates.

            Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) that was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with this Agreement) that it has received
all proceeds it expects to receive in connection with the liquidation of such
Mortgage Loan including the final disposition of an REO Property.

            Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees, unreimbursed
Capitalized Advance Amounts and unreimbursed Advances.

            Loan Group: Either of Loan Group 1 or Loan Group 2.

            Loan Group 1: The Group 1 Mortgage Loans.

            Loan Group 2: The Group 2 Mortgage Loans.

            Loan-to-Value Ratio: With respect to any Mortgage Loan and any date
of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.

            Lockout Shift Percentage: As to any Distribution Date, the
percentage indicated below:

              Distribution Date Occurring In      Shift Percentage
              --------------------------------    ----------------
              March 2008 through February 2013           0%
              March 2013 through February 2014          30%
              March 2014 through February 2015          40%
              March 2015 through February 2016          60%
              March 2016 through February 2017          80%
              March 2017 and thereafter                100%

            Lower-Tier Distribution Amount: As defined in Section 5.02(a)(vi).

            Lower-Tier REMICs: Either of the 1-A Lower-Tier REMIC or the 2-A
Lower-Tier REMIC.

            Maximum Class Balance: As of any Determination Date and Class of
Exchangeable Certificates, the portion of the Maximum Initial Class Balance that
would be outstanding assuming all the Certificates of each Related Exchangeable
REMIC Class have been exchanged.

            Maximum Initial Class Balance: As to each Class of Exchangeable
REMIC Certificates and Exchangeable Certificates, the amount for such Class set
forth in the table in the Preliminary Statement under the heading "Initial Class
Balance or Notional Amount."

            MERS: As defined in Section 2.01(b)(iii).

            Monthly Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to (i) any related
Debt Service Reduction and any Deficient Valuation that affects the amount of
the monthly payment due on such Mortgage Loan, and (ii) any Servicer
Modification (other than for Capitalized Advance Amounts), without giving effect
to any extension granted or agreed to by the Servicer pursuant to Section 3.21.

            Mortgage: The mortgage, deed of trust or other instrument creating a
first lien on a Mortgaged Property securing a Mortgage Note or creating a first
lien on a leasehold interest.

            Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan.

            Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the principal balance of such Mortgage
Loan in accordance with the terms of the related Mortgage Note, which rate for
each Group 1 Mortgage Loan is (a) prior to the first Rate Adjustment Date for
each such Mortgage Loan, the initial Mortgage Interest Rate for such Mortgage
Loan indicated on the Mortgage Loan Schedule and (b) from and after such Rate
Adjustment Date, the sum of the Index, as of the Rate Adjustment Date applicable
to such Due Date, and the Gross Margin, rounded as set forth in such Mortgage
Note, subject to the Periodic Cap and the Rate Ceiling applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan.

            Mortgage Loan Schedule: The list of Mortgage Loans (as from time to
time amended by the Servicer to reflect the addition of Substitute Mortgage
Loans, the deletion of Defective Mortgage Loans pursuant to the provisions of
this Agreement or upon a Servicer Modification in accordance with Section 3.21)
transferred to the Trustee as part of the Trust Estate and from time to time
subject to this Agreement, setting forth the following information with respect
to each Mortgage Loan as of the Cut-off Date (or, with respect to Substitute
Mortgage Loans or, upon a Servicer Modification, as of the close of business on
the day of substitution or the day on which such modification becomes
effective): (i) the Mortgage Loan identifying number; (ii) a code indicating
whether the Mortgaged Property is owner-occupied; (iii) the property type for
each Mortgaged Property; (iv) the original months to maturity or the remaining
months to maturity from the Cut-off Date; (v) the Loan-to-Value Ratio at
origination, or in the case of "construction-to-permanent loans," at the time of
conversion from a construction loan to a permanent loan; (vi) the Mortgage
Interest Rate as of the Cut-off Date; (vii) the date on which the first Monthly
Payment was due on the Mortgage Loan, and, if such date is not the Due Date
currently in effect, such Due Date; (viii) the stated maturity date; (ix) the
amount of the Monthly Payment as of the Cut-off Date; (x) the paid-through date;
(xi) the original principal amount of the Mortgage Loan; (xii) the principal
balance of the Mortgage Loan as of the close of business on the Cut-off Date,
after application of payments of principal due on or before the Cut-off Date,
whether or not collected, and after deduction of any payments collected of
scheduled principal due after the Cut-off Date; (xiii) a code indicating the
purpose of the Mortgage Loan; (xiv) a code indicating the documentation style;
(xv) the Appraised Value; (xvi) if applicable, the first Rate Adjustment Date;
(xvii) if applicable, the Rate Ceiling; (xviii) if applicable, the Periodic Cap;
(xix) if applicable, the Gross Margin; (xx) the closing date of such Mortgage
Loan and (xxi) the Loan Group of such Mortgage Loan. With respect to the
Mortgage Loans in the aggregate, the Mortgage Loan Schedule shall set forth the
following information, as of the Cut-off Date: (i) the number of Mortgage Loans;
(ii) the current aggregate outstanding principal balance of the Mortgage Loans;
(iii) the weighted average Mortgage Interest Rate of the Mortgage Loans; and
(iv) the weighted average months to maturity of the Mortgage Loans.

            Mortgage Loan Seller: National City Mortgage Co. or its successor in
interest, in its capacity as mortgage loan seller under this Agreement.

            Mortgage Loan Seller's Knowledge: The actual knowledge of any
Responsible Officer of the Mortgage Loan Seller, after the making of a
reasonable inquiry. The Mortgage Loan Seller shall also be deemed to have actual
knowledge of all matters contained in the credit file or in the system records.

            Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 as from time to time are held as a part
of the Trust Estate (including any Substitute Mortgage Loans and REO Property),
the Mortgage Loans originally so held being identified in the Mortgage Loan
Schedule.

            Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with all riders thereto and amendments thereof.

            Mortgaged Property: The underlying property securing a Mortgage
Loan, which may include Co-op Shares or residential long-term leases.

            Mortgagor: The obligor on a Mortgage Note.

            Net Mortgage Interest Rate: As to any Mortgage Loan and Distribution
Date, such Mortgage Loan's Mortgage Interest Rate thereon on the first day of
the month preceding the month of the related Distribution Date reduced by the
Servicing Fee Rate and any lender paid mortgage insurance fee rate.

            Net WAC: As to Loan Group 1 and any Distribution Date, the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans in such Loan
Group (based on the Stated Principal Balances of the Mortgage Loans in such Loan
Group on the Due Date in the month preceding the month of such Distribution
Date).

            Non-PO Percentage: As to any Discount Mortgage Loan, a fraction
(expressed as a percentage), the numerator of which is the Net Mortgage Interest
Rate as of the Cut-off Date of such Discount Mortgage Loan and the denominator
of which is 6.000%. As to any Mortgage Loan that is not a Discount Mortgage
Loan, 100%.

            Non-PO Principal Amount: As to any Distribution Date and Loan Group,
the sum of (i) the sum of the applicable Non-PO Percentage of (a) the principal
portion of each Monthly Payment due on each Mortgage Loan in such Loan Group on
the related Due Date, (b) the Stated Principal Balance, as of the date of
repurchase, of each Mortgage Loan in such Loan Group that was repurchased by the
Mortgage Loan Seller pursuant to this Agreement during the calendar month
preceding the month of such Distribution Date, (c) any Substitution Adjustment
Amount in connection with a Defective Mortgage Loan in such Loan Group received
during the calendar month preceding the month of such Distribution Date, (d) any
Liquidation Proceeds allocable to recoveries of principal of Mortgage Loans in
such Loan Group that are not yet Liquidated Mortgage Loans received during the
calendar month preceding the month of such Distribution Date, (e) with respect
to each Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan
during the calendar month preceding the month of such Distribution Date, the
amount of Liquidation Proceeds (excluding Excess Proceeds) allocable to
principal received with respect to such Mortgage Loan during the calendar month
preceding the month of such Distribution Date and (f) all Principal Prepayments
on the Mortgage Loans in such Loan Group received during the calendar month
preceding the month of such Distribution Date; and (ii) the Non-PO Recovery for
such Loan Group for such Distribution Date.

            Non-PO Recovery: As to any Distribution Date and (i) Loan Group 1,
the amount of all Recoveries received with respect to such Loan Group during the
calendar month preceding the month of such Distribution Date and (ii) Loan Group
2, the amount of all Recoveries received with respect to such Loan Group during
the calendar month preceding the month of such Distribution Date less the PO
Recovery with respect to such Loan Group for such Distribution Date.

            Non-Supported Interest Shortfalls: As to any Distribution Date and
Loan Group, the amount, if any, by which the aggregate of Prepayment Interest
Shortfalls for such Loan Group exceeds the Compensating Interest for such Loan
Group for such Distribution Date.

            Non-U.S. Person: A Person other than a U.S. Person.

            Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made in respect of a Mortgage Loan which has not been previously
reimbursed and which, in the good faith judgment of the Servicer, will not or,
in the case of a proposed Advance, would not be ultimately recoverable from the
related Mortgagor, related Liquidation Proceeds, or other recoveries in respect
of the related Mortgage Loan. Notwithstanding the foregoing, an Advance in
respect of principal and/or interest (or other amounts) which is subsequently
forgiven as a Servicer Modification shall be deemed a Nonrecoverable Advance.

            Notional Amount: With respect to: (i) the Class 1-A-3 Certificates
and any date of determination, the Class 1-A-3 Notional Amount and (ii) the
Class 2-IO Certificates and any date of determination, the Class 2-IO Notional
Amount.

            OCC: The Office of the Comptroller of the Currency.

            Offered Certificates: The Senior Certificates and the Class 1-B-1,
Class 1-B-2, Class 1-B-3, Class 2-B-1, Class 2-B-2 and Class 2-B-3 Certificates.

            Officer's Certificate: A certificate signed by the Chairman of the
Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor or the
Servicer, as the case may be, and delivered to the Trustee.

            Opinion of Counsel: A written opinion of counsel acceptable to the
Trustee, who may be counsel for the Depositor, the Mortgage Loan Seller or the
Servicer, except that any opinion of counsel relating to the qualification of
the Trust Estate as three separate REMICs or compliance with the REMIC
Provisions must be an opinion of Independent counsel.

            Original Fractional Interest: With respect to each of the following
Classes of Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:

            Class 1-B-1           3.00%
            Class 1-B-2           2.00%
            Class 1-B-3           1.40%
            Class 1-B-4           0.75%
            Class 1-B-5           0.50%
            Class 1-B-6           0.00%
            Class 2-B-1           1.75%
            Class 2-B-2           1.15%
            Class 2-B-3           0.90%
            Class 2-B-4           0.45%
            Class 2-B-5           0.30%
            Class 2-B-6           0.00%

            Original Subordinate Class Balance: $6,754,023.68 for the Group 1
Subordinate Certificates and $7,593,139.83 for the Group 2 Subordinate
Certificates.

            OTS: The Office of Thrift Supervision.

            Outstanding Certificate: Any Outstanding Exchangeable Certificate or
Outstanding Exchangeable REMIC Certificate.

            Outstanding Exchangeable Certificate: Any Exchangeable Certificate
issued hereunder; provided, however, that upon the exchange of any Exchangeable
Certificate pursuant to Section 6.04 hereof, the Exchangeable Certificate so
exchanged shall be deemed no longer to be an Outstanding Exchangeable
Certificate, and each Exchangeable REMIC Certificate issued in exchange therefor
shall be deemed to be an Outstanding Exchangeable REMIC Certificate.

            Outstanding Exchangeable REMIC Certificate: Any Exchangeable REMIC
Certificate issued hereunder; provided, however, that upon the exchange of any
Exchangeable REMIC Certificate pursuant to Section 6.04 hereof, the Exchangeable
REMIC Certificate so exchanged shall be deemed no longer to be an Outstanding
Exchangeable REMIC Certificate, and the Exchangeable Certificate issued in
exchange therefor shall be deemed to be an Outstanding Exchangeable Certificate.

            Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan which
was not the subject of a Principal Prepayment in Full prior to such Due Date,
which did not become a Liquidated Mortgage Loan prior to such Due Date which was
not disposed of by the Trust prior to such Due Date.

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

            Pass-Through Rate: As to each Class of interest-bearing
Certificates, the per annum rate set forth or described in the Preliminary
Statement.

            Paying Agent: As defined in Section 9.13.

            Percentage Interest: As to any Certificate, the percentage obtained
by dividing the Denomination of such Certificate by the Initial Class Balance or
Initial Notional Amount (or the Maximum Initial Class Balance in the case of a
Class of Exchangeable REMIC Certificates or Exchangeable Certificates), as
applicable, of the Class of which such Certificate is a part. Notwithstanding
the foregoing, for purposes of making actual distributions of principal or
interest, allocating losses or allocating Voting Rights among the Outstanding
Exchangeable REMIC Certificates or Outstanding Exchangeable Certificates of a
Class, the Percentage Interest refers to each Outstanding Certificate's
proportionate share of such actual distributions, Realized Losses or Voting
Interests based on the proportion that such Certificate's Percentage Interest,
as defined in the first sentence of this definition bears to the aggregate
Percentage Interest as defined in the first sentence of this definition of all
the Outstanding Exchangeable REMIC Certificates or Outstanding Exchangeable
Certificates of such Class.

            Periodic Advance: The payment required to be made by the Servicer
with respect to any Distribution Date pursuant to Section 3.20, the amount of
any such payment being equal to the aggregate of Monthly Payments (net of the
Servicing Fee) on the Mortgage Loans (including any REO Property) that were due
on the related Due Date and not received as of the close of business on the
related Determination Date, less the aggregate amount of any such delinquent
payments that the Servicer has determined would constitute a Nonrecoverable
Advance if advanced.

            Periodic Cap: For each Group 1 Mortgage Loan, the applicable limit
on adjustment of the Mortgage Interest Rate for each Rate Adjustment Date
specified in the applicable Mortgage Note and designated as such in the Mortgage
Loan Schedule.

            Permitted Investments: One or more of the following:

                  (i) obligations of or guaranteed as to principal and interest
            by the United States, Freddie Mac, Fannie Mae or any agency or
            instrumentality of the United States when such obligations are
            backed by the full faith and credit of the United States; provided
            that such obligations of Freddie Mac or Fannie Mae shall be limited
            to senior debt obligations and mortgage participation certificates
            other than investments in mortgage-backed or mortgage participation
            securities with yields evidencing extreme sensitivity to the rate of
            principal payments on the underlying mortgages, which shall not
            constitute Permitted Investments hereunder;

                  (ii) repurchase agreements on obligations specified in clause
            (i) maturing not more than one month from the date of acquisition
            thereof with a corporation incorporated under the laws of the United
            States or any state thereof rated not lower than "A-1" by S&P and
            "F-1" by Fitch; provided, however, the repurchase agreement
            transaction is not accounted for as a sale and purchase by the
            counterparties;

                  (iii) federal funds, certificates of deposit, demand deposits,
            time deposits and bankers' acceptances (which shall each have an
            original maturity of not more than 90 days and, in the case of
            bankers' acceptances, shall in no event have an original maturity of
            more than 365 days or a remaining maturity of more than 30 days)
            denominated in United States dollars of any U.S. depository
            institution or trust company incorporated under the laws of the
            United States or any state thereof, rated not lower than "A-1" by
            S&P and "F-1" by Fitch;

                  (iv) commercial paper (having original maturities of not more
            than 365 days) of any corporation incorporated under the laws of the
            United States or any state thereof which is rated not lower than
            "A-1" by S&P and "F-1" by Fitch;

                  (v) investments in money market funds (including funds of the
            Trustee or its Affiliates, or funds for which an Affiliate of the
            Trustee acts as advisor, as well as funds for which the Trustee and
            its Affiliates may receive compensation) rated either "AAAm" or
            "AAAm G" by S&P and "AAA" by Fitch (if rated by Fitch) or otherwise
            approved in writing by each Rating Agency; and

                  (vi) other obligations or securities that are acceptable to
            each Rating Agency and, as evidenced by an Opinion of Counsel
            obtained by the Servicer, will not affect the qualification of the
            Trust Estate as three separate REMICs;

provided, however, these obligations or securities are consistent with the
provisions of the Statement of Financial Accounting Standards No. 140 (SFAS 140)
or any successor accounting standard thereto; and provided, further, that no
instrument shall be a Permitted Investment if it represents either (a) the right
to receive only interest payments with respect to the underlying debt instrument
or (b) the right to receive both principal and interest payments derived from
obligations underlying such instrument and the principal and interest with
respect to such instrument provide a yield to maturity greater than 120% of the
yield to maturity at par of such underlying obligations.

            Permitted Transferee: Any Person other than (i) the United States,
or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C), (v) a Person with respect to whom the income on the
Residual Certificate is allocable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other Person, and (vi) any other Person so designated by the Servicer based
on an Opinion of Counsel to the effect that any transfer to such Person may
cause the Trust or any other Holder of the Residual Certificate to incur tax
liability that would not be imposed other than on account of such transfer. The
terms "United States," "State" and "international organization" shall have the
meanings set forth in Code Section 7701 or successor provisions.

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

            Physical Certificates: The Class 1-A-R, Class 1-B-4, Class 1-B-5,
Class 1-B-6, Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.

            Plan: As defined in Section 6.02(e).

            PO Deferred Amount: As to any Distribution Date and the Class 2-PO
Certificates, the sum of the amounts by which the Class Balance of the Class
2-PO Certificates will be reduced on such Distribution Date or has been reduced
on prior Distribution Dates pursuant to Section 5.03(b) less the sum of (a) the
PO Recoveries with respect to the Loan Group 2 for prior Distribution Dates and
(b) the amounts distributed to the Class 2-PO Certificates pursuant to Section
5.02(a)(iii) on prior Distribution Dates.

            PO Percentage: As to any Discount Mortgage Loan, 100% minus the
Non-PO Percentage for such Mortgage Loan. As to any Mortgage Loan that is not a
Discount Mortgage Loan, 0%.

            PO Principal Amount: As to any Distribution Date and Loan Group 1,
zero. As to any Distribution Date and Loan Group 2, the sum of the applicable PO
Percentage of (a) the principal portion of each Monthly Payment due on each
Mortgage Loan in such Loan Group on the related Due Date, (b) the Stated
Principal Balance, as of the date of repurchase, of each Mortgage Loan in such
Loan Group that was repurchased by the Mortgage Loan Seller pursuant to this
Agreement during the calendar month preceding the month of such Distribution
Date, (c) any Substitution Adjustment Amount in connection with any Defective
Mortgage Loan in such Loan Group received during the calendar month preceding
the month of such Distribution Date, (d) any Liquidation Proceeds allocable to
recoveries of principal of Mortgage Loans in such Loan Group that are not yet
Liquidated Mortgage Loans received during the calendar month preceding the month
of such Distribution Date, (e) with respect to each Mortgage Loan in such Loan
Group that became a Liquidated Mortgage Loan during the calendar month preceding
the month of such Distribution Date, the amount of Liquidation Proceeds
(excluding Excess Proceeds) allocable to principal received with respect to such
Mortgage Loan during the calendar month preceding the month of such Distribution
Date and (f) all Principal Prepayments received on the Mortgage Loans in such
Loan Group received during the calendar month preceding the month of such
Distribution Date.

            PO Recovery: As to any Distribution Date and Loan Group 1, the PO
Recovery is zero. As to any Distribution Date and Loan Group 2, the lesser of
(a) the PO Deferred Amount for the Class 2-PO Certificates for such Distribution
Date and (b) an amount equal to the sum as to each Mortgage Loan in such Loan
Group as to which there has been a Recovery received during the calendar month
preceding the month of such Distribution Date, of the product of (x) the PO
Percentage with respect to such Mortgage Loan and (y) the amount of the Recovery
with respect to such Mortgage Loan.

            Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee and any lender paid mortgage insurance fees) and the principal
portion of any Monthly Payment on a Mortgage Loan in such Loan Group due on the
Due Date in the month in which such Distribution Date occurs and which is
received prior to the related Determination Date and (B) all Periodic Advances
and payments of Compensating Interest made by the Servicer in respect of such
Loan Group and Distribution Date deposited to the Collection Account pursuant to
Section 3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage
Loans in such Loan Group during the preceding calendar month and deposited to
the Collection Account pursuant to Section 3.08(b)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in such Loan Group during the month
preceding the month of such Distribution Date and deposited to the Collection
Account pursuant to Section 3.08(b)(i) during such period; (iv) in connection
with Defective Mortgage Loans in such Loan Group, as applicable, the aggregate
of the Repurchase Prices and Substitution Adjustment Amounts deposited on the
related Remittance Date pursuant to Section 3.08(b)(vi); (v) any other amounts
in the Collection Account relating to such Loan Group deposited therein pursuant
to Sections 3.08(b)(iv) and (v) in respect of such Distribution Date and such
Loan Group; (vi) any Reimbursement Amount required to be included pursuant to
Section 5.02(a); and (vii) any Non-PO Recovery with respect to such Distribution
Date over (b) any (i) amounts permitted to be withdrawn from the Collection
Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) in
respect of such Loan Group and (ii) amounts permitted to be withdrawn from the
Certificate Account pursuant to clauses (i) and (ii) of Section 3.11(b) in
respect of such Loan Group.

            Pool Stated Principal Balance: As to any Distribution Date and Loan
Group, the aggregate Stated Principal Balance of all Mortgage Loans in such Loan
Group as of the Due Date in the month preceding the month in which such
Distribution Date occurs.

            Pool Stated Principal Balance (Non-PO Portion): As to any
Distribution Date and Loan Group, the sum for each Mortgage Loan in such Loan
Group of the product of (a) the Non-PO Percentage of such Mortgage Loan and (b)
the Stated Principal Balance of such Mortgage Loan as of the Due Date in the
month preceding the month in which such Distribution Date occurs.

            Premium Mortgage Loan: A Group 2 Mortgage Loan with a Net Mortgage
Interest Rate as of the Cut-off Date equal to or greater than 6.000% per annum.

            Prepayment Interest Shortfall: As to any Distribution Date and each
Mortgage Loan subject to a Principal Prepayment received during the calendar
month preceding such Distribution Date, the amount, if any, by which one month's
interest at the related Mortgage Interest Rate (net of the Servicing Fee) on
such Principal Prepayment exceeds the amount of interest paid in connection with
such Principal Prepayment.

            Primary Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
in each case issued by an insurer acceptable to Fannie Mae or Freddie Mac.

            Prime Rate: The prime rate announced to be in effect from time to
time, as published as the average rate in The Wall Street Journal.

            Principal Only Certificates: Any Class of Certificates entitled to
distributions of principal, but to no distributions of interest. The Class 2-PO
Certificates are the only Class of Principal Only Certificates.

            Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan (other than Liquidation Proceeds) which is received in advance
of its scheduled Due Date and is not accompanied by an amount of interest
representing scheduled interest due on any date or dates in any month or months
subsequent to the month of prepayment.

            Principal Prepayment in Full: Any Principal Prepayment of the entire
principal balance of a Mortgage Loan.

            Private Certificates: The Class 1-B-4, Class 1-B-5, Class 1-B-6,
Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.

            Pro Rata Share: As to any Distribution Date and (A) any Class of
Group 1 Subordinate Certificates, the portion of the Subordinate Principal
Distribution Amounts allocable to such Class, equal to the sum of (x) the
product of the amounts determined in accordance with clause (i) of the
Subordinate Principal Distribution Amount and a fraction, the numerator of which
is the related Class Balance thereof and the denominator of which is the
aggregate Class Balance of the Group 1 Subordinate Certificates and (y) if such
Class is not a Restricted Class, the product of the amounts determined in
accordance with clause (ii) of the Subordinate Principal Distribution Amount for
such Distribution Date and a fraction, the numerator of which is the related
Class Balance thereof and the denominator of which is the aggregate Class
Balance of the Group 1 Subordinate Certificates that are not Restricted Classes
or (B) any Class of Group 2 Subordinate Certificates that is not a Restricted
Class, the portion of the Subordinate Principal Distribution Amounts allocable
to such Class, equal to the product of the Subordinate Principal Distribution
Amounts for the Group 2 Subordinate Certificates for such Distribution Date and
a fraction, the numerator of which is the related Class Balance thereof and the
denominator of which is the aggregate Class Balance of the Group 2 Subordinate
Certificates that are not Restricted Classes. The Pro Rata Share of a Class of
Group 1 Subordinate Certificates that is a Restricted Class shall be 0% with
respect to clause (A)(y) hereof and the Pro Rata Share of a Class of Group 2
Subordinate Certificates that is a Restricted Class shall be 0% with respect to
clause (B) hereof.

            Prospectus Supplement: That certain Prospectus Supplement dated
February 27, 2008 relating to the public offering of the Offered Certificates.

            Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of Fannie Mae or Freddie Mac.

            Rate Adjustment Date: As to each Group 1 Mortgage Loan, the Due Date
on which date an adjustment to the Mortgage Interest Rate of such Mortgage Loan
becomes effective under the related Mortgage Note, which Due Date is the date
set forth in the Mortgage Loan Schedule as the first Rate Adjustment Date and
each subsequent anniversary thereof.

            Rate Ceiling: With respect to each Group 1 Mortgage Loan, the
maximum per annum Mortgage Interest Rate permitted under the related Mortgage
Note.

            Rating Agency: Each of Fitch and S&P. If any such organization or a
successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee. References herein to a given rating or rating category of a Rating
Agency shall mean such rating category without giving effect to any modifiers.

            Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount as of the date of such liquidation, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid or advanced (and not reimbursed) to Certificateholders up
to the Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Interest Rate and to principal of the
Liquidated Mortgage Loan. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to any Distribution Date and each Mortgage Loan that (i)
has become the subject of a Debt Service Reduction, the amount, if any, by which
the principal portion of the related Monthly Payment has been reduced or (ii)
has become the subject of a Servicer Modification, any permanent reduction in
principal due or interest forgiven on a Mortgage Loan resulting from such
Servicer Modification.

            Record Date: The last day of the month (or, if such day is not a
Business Day, the preceding Business Day) preceding the month in which the
related Distribution Date occurs.

            Recovery: As to any Distribution Date and Loan Group, the sum of all
amounts received during the calendar month preceding the month of such
Distribution Date on each Mortgage Loan in such Loan Group subsequent to such
Mortgage Loan being determined to be a Liquidated Mortgage Loan.

            Regular Certificates: As defined in the Preliminary Statement
hereto.

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

            Reimbursement Amount: As defined in Section 2.04.

            Related Exchangeable Class: As to any Exchangeable REMIC Class, each
Exchangeable Class included in the same Combination Group.

            Related Exchangeable REMIC Class: As to any Exchangeable Class, each
Exchangeable REMIC Class included in the same Combination Group.

            Related Group: For Loan Group 1, Group 1 and for Loan Group 2, Group
2.

            Related Loan Group: For Group 1, Loan Group 1 and for Group 2, Loan
Group 2.

            Relevant Servicing Criteria: The Servicing Criteria applicable to
the various parties, as set forth on Exhibit Q attached hereto. For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Servicing Function Participant
engaged by the Trustee or the Servicer, the term "Relevant Servicing Criteria"
may refer to a portion of the Relevant Servicing Criteria applicable to the
Servicer or the Trustee.

            Relief Act: The Servicemembers Civil Relief Act, as it may be
amended from time to time.

            Relief Act Reduction: With respect to any Distribution Date, for any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Relief Act or comparable state legislation, the amount,
if any, by which (i) interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than (ii) interest accrued pursuant to the
terms of the Mortgage Note on the same principal amount and for the same period
as the interest collectible on such Mortgage Loan for the most recently ended
calendar month.

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

            REMIC Certificate Maturity Date: The "latest possible maturity date"
of the Regular Certificates as that term is defined in Section 2.09.

            REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated thereunder, as the foregoing may be in effect from
time to time, as well as provisions of applicable state laws.

            Remittance Date: As to any Distribution Date, by 1:00 p.m. Eastern
time on the 18th day of the month (or if such day is not a Business Day, the
preceding Business Day) of such Distribution Date.

            REO Disposition Period: As defined in Section 3.12.

            REO Proceeds: Proceeds, net of any related expenses of the Servicer,
received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which are received prior to
the final liquidation of such Mortgaged Property.

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

            Reportable Event: As defined in Section 3.22(d).

            Repurchase Price: As to any Defective Mortgage Loan repurchased on
any date pursuant to Section 2.02 or 2.04, an amount equal to the sum of (i) the
unpaid principal balance thereof and (ii) the unpaid accrued interest thereon at
the applicable Mortgage Interest Rate from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Mortgage Loan became eligible to be repurchased.

            Request for Release: The Request for Release submitted by the
Servicer to the Trustee or the Custodian on behalf of the Trustee, substantially
in the form of Exhibit E.

            Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement in respect of such Mortgage Loan.

            Residual Certificate: The Class 1-A-R Certificate.

            Responsible Officer: When used with respect to the Trustee, any
officer of the Corporate Trust Department of the Trustee, including any Senior
Vice President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having responsibility for the
administration of this Agreement. When used with respect to the Mortgage Loan
Seller, any Senior Vice President, any Vice President, any Assistant Vice
President or any Assistant Secretary, or any other officer of the Mortgage Loan
Seller customarily performing functions similar to those performed by any of the
above designated officers and having responsibility for the administration of
this Agreement.

            Restricted Classes: As defined in Section 5.02(d).

            S&P: Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or any successor thereto.

            Senior Certificates: The Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-R, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5,
Class 2-PO and Class 2-IO Certificates.

            Senior Credit Support Depletion Date: As to each Group, the date on
which the aggregate Class Balance of the Subordinate Certificates of such Group
is reduced to zero.

            Senior Non-PO Certificates: With respect to Group 1, the Group 1
Senior Certificates and with respect to Group 2, the Class 2-A-2, Class 2-A-3,
Class 2-A-4, Class 2-A-5 and Class 2-IO Certificates.

            Senior Percentage: With respect to any Distribution Date and Loan
Group, the percentage, carried six places rounded up, obtained by dividing (i)
the aggregate Class Balance of the Senior Non-PO Certificates of the Related
Group immediately prior to such Distribution Date by (ii) the Pool Stated
Principal Balance (Non-PO Portion) of such Loan Group.

            Senior Prepayment Percentage: Either the Group 1 Senior Prepayment
Percentage or the Group 2 Senior Prepayment Percentage, as applicable.

            Senior Principal Distribution Amount: As to any Distribution Date
and Loan Group, the sum of (i) the Senior Percentage for such Loan Group of the
applicable Non-PO Percentage of the amounts described in clauses (i)(a) through
(d) of the definition of "Non-PO Principal Amount" for such Distribution Date
and Loan Group and (ii) the Senior Prepayment Percentage for such Loan Group of
(1) the applicable Non-PO Percentage of the amounts described in clauses (i)(e)
and (f) and (2) the amount described in clause (ii) of the definition of "Non-PO
Principal Amount" for such Distribution Date and Loan Group.

            Servicer: National City Mortgage Co. or any successor servicer
appointed as herein provided, in its capacity as servicer of the Mortgage Loans.

            Servicer Advance Date: As to any Distribution Date, 11:30 a.m.,
Eastern time, on the Business Day immediately preceding such Distribution Date.

            Servicer Modification: A modification to the terms of a Mortgage
Loan, in accordance with the terms of Section 3.21, as to which the Mortgagor is
in default or as to which, in the judgment of the Servicer, default is
reasonably foreseeable.

            Servicer's Knowledge: The actual knowledge of any Responsible
Officer of the Servicer, after the making of a reasonable inquiry. The Servicer
shall also be deemed to have actual knowledge of all matters contained in the
credit file or in the system records.

            Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to the Servicer pursuant to Section 3.12 and Section 3.14 and any enforcement or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of any REO Property, (iv) compliance with the obligations under
Section 3.03 and (v) any fees relating to credit counseling services (to the
extent not paid by the borrower), including but not limited to counseling
regarding consumer credit, money and fees in connection with any debt management
and budgeting used to aid a borrower with respect to payments on a Mortgage
Loan.

            Servicing Compensation: With respect to each Distribution Date, the
sum of (i) the aggregate Servicing Fee for such Distribution Date subject to
reduction as provided in Section 3.17, (ii) any Ancillary Income, (iii) Excess
Proceeds for the preceding month and (iv) the Collection Account Reinvestment
Income for such Distribution Date.

            Servicing Criteria: The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time, which as of
the Closing Date are listed on Exhibit Q hereto.

            Servicing Fee: With respect to each Mortgage Loan and Distribution
Date, the amount of the fee payable to the Servicer, which shall, for such
Distribution Date, be equal to one-twelfth of the product of the Servicing Fee
Rate with respect to such Mortgage Loan and the Stated Principal Balance of such
Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the
same Stated Principal Balance and period respecting which any related interest
payment on a Mortgage Loan is computed. The Servicer's right to receive the
Servicing Fee is limited to, and payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds and
other proceeds, to the extent permitted by Section 3.11) of related Monthly
Payments collected by the Servicer, or as otherwise provided under Section 3.11.

            Servicing Fee Rate: With respect to each Mortgage Loan, 0.250% per
annum.

            Servicing File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit J hereto, and any additional documents required to be
added to the Servicing File pursuant to the Agreement.

            Servicing Function Participant: Any Affiliate, third party vendor or
Subservicer engaged by the Servicer or the Trustee that is participating in the
servicing function with respect to the Mortgage Loans, within the meaning of
Item 1122 of Regulation AB.

            Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished to the Trustee by the
Servicer, as such list may from time to time be amended.

            Servicing Transfer Costs: All reasonable costs and expenses incurred
by the Trustee in connection with the transfer of servicing from a 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 Trustee to correct
any errors or insufficiencies in the servicing data or otherwise to enable the
Trustee to service the Mortgage Loans properly and effectively.

            Similar Law: As defined in Section 6.02(e).

            Sponsor: National City Mortgage Co. or its successor in interest.

            Stated Principal Balance: As to any Mortgage Loan and date, the
unpaid principal balance of such Mortgage Loan as of the specified Due Date or,
if not specified, as of the Due Date immediately preceding such date as
specified in the amortization schedule at the time relating thereto (before any
adjustment to such amortization schedule by reason of any moratorium or similar
waiver or grace period or any adjustment to such amortization schedule for any
Capitalized Advance Amounts) after giving effect to (A) any previous partial
Principal Prepayments and Liquidation Proceeds allocable to principal (other
than with respect to any Liquidated Mortgage Loan) and, (B) to the payment of
principal due on such Due Date and irrespective of any delinquency in payment by
the related Mortgagor, (C) any Deficient Valuation and (D) any principal portion
of Realized Losses as a result of Servicer Modifications incurred prior to such
Due Date.

            Subordinate Certificates: The Group 1 Subordinate Certificates and
Group 2 Subordinate Certificates.

            Subordinate Percentage: As of any Distribution Date and Loan Group,
100% minus the Senior Percentage for such Loan Group for such Distribution Date.

            Subordinate Prepayment Percentage: As to any Distribution Date and
Loan Group, 100% minus the Senior Prepayment Percentage for such Loan Group for
such Distribution Date.

            Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i) the
Subordinate Percentage for such Loan Group of the applicable Non-PO Percentage
of the amounts described in clauses (i) (a) through (d) of the definition of
"Non-PO Principal Amount" for such Distribution Date and Loan Group and (ii) the
Subordinate Prepayment Percentage of (1) the applicable Non-PO Percentage of the
amounts described in clauses (i) (e) and (f) and (2) the amount described in
clause (ii) of the definition of "Non-PO Principal Amount" for such Distribution
Date and Loan Group.

            Subservicer: Any Person with which the Servicer has entered into a
Subservicing Agreement and which satisfies the requirements set forth therein.

            Subservicing Account: As defined in Section 3.02(g).

            Subservicing Agreement: Any subservicing agreement (which, in the
event the Subservicer is an Affiliate of the Servicer, need not be in writing)
between the Servicer and any Subservicer relating to servicing and/or
administration of certain Mortgage Loans as provided in Section 3.02.

            Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such substitution (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Monthly Payment due in the month of substitution, not in excess of, and not more
than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (iv) if applicable, have a Gross Margin equal to that of the
Defective Mortgage Loan; (v) if applicable, have a Periodic Cap and Rate Ceiling
equal to that of the Defective Mortgage Loan; (vi) if applicable, have the same
Index and frequency of mortgage interest rate adjustment as the Defective
Mortgage Loan; (vii) have a remaining term to maturity not greater than (and not
more than one year less than) that of the Defective Mortgage Loan; and (viii)
comply with each Mortgage Loan representation and warranty set forth in this
Agreement relating to the Defective Mortgage Loan. More than one Substitute
Mortgage Loan may be substituted for a Defective Mortgage Loan if such
Substitute Mortgage Loans meet the foregoing attributes in the aggregate.

            Substitution Adjustment Amount: As defined in Section 2.02.

            Tax Matters Person: Any person designated as "tax matters person" in
accordance with Section 5.06 and the manner provided under Treasury Regulations
Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.

            Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.

            Trust: The trust created by this Agreement.

            Trust Estate: The corpus of the Trust created to the extent
described herein, consisting of the Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Collection Account, the
Certificate Account in accordance with this Agreement, any REO Property, the
Primary Insurance Policies, any other Required Insurance Policy, the right to
receive amounts, if any, payable on behalf of any Mortgagor from the Buy-Down
Account relating to any Buy-Down Mortgage Loan. The Buy-Down Account shall not
be part of the Trust Estate.

            Trustee: Wells Fargo Bank, N.A., and any successors-in-interest and,
if a successor trustee is appointed hereunder, such successor, as trustee.

            Uncertificated Lower-Tier Interest: A regular interest in either of
the Lower-Tier REMICs which is held as an asset of the Upper-Tier REMIC and is
entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of
the Class 1-A-L1 Interest, Class 1-A-LUR Interest and Class 1-B-L1 Interest
(which are regular interests in the 1-A Lower-Tier REMIC) and the Class 2-A-L2
Interest, Class 2-LIO Interest, Class 2-LPO Interest and Class 2-B-L1 Interest
(which are regular interests in the 2-A Lower-Tier REMIC).

            Underwriting Guidelines: The underwriting guidelines of National
City Mortgage, a division of National City Bank, and National City Mortgage Co.
as described in the Prospectus Supplement.

            Uninsured Cause: Any cause of damage to a Mortgaged Property such
that the complete restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to Section 3.03.

            Upper-Tier REMIC Certificate Sub-Account: One of the sub-accounts of
the Certificate Account designated by the Trustee pursuant to Section 3.08(f).

            Upper-Tier REMIC: As defined in the Preliminary Statement, the
assets of which consist of the Uncertificated Lower-Tier Interests and such
amounts as shall from time to time be deemed to be held in the Upper-Tier REMIC
Certificate Sub-Account.

            U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).

            Voting Rights: The portion of the voting rights of all of the
Certificates (other than the Exchangeable Certificates) which is allocated to
any Certificate. As of any date of determination, (a) 1% of all Voting Rights
shall be allocated to the Holders of the Class 1-A-3 Certificates, (b) 1% of all
Voting Rights shall be allocated to the Holders of the Class 2-IO Certificates,
(c) 1% of all Voting Rights shall be allocated to the Holder of the Residual
Certificate and (d) the remaining Voting Rights shall be allocated among Holders
of the remaining Classes of Certificates in proportion to the Certificate
Balances of their respective Certificates on such date.

            WHFIT: A "Widely Held Fixed Investment Trust" as that term is
defined in Treasury Regulations Section 1.671-5(b)(22) or successor provisions.

            WHFIT Regulations: Treasury Regulations Section 1.671-5, as amended.

            WHMT: A "Widely Held Mortgage Trust" as that term is defined in
Treasury Regulations Section 1.671-5(b)(23) or successor provisions.

            Section 1.02 Interest Calculations.All calculations of interest will
be made on a 360-day year consisting of twelve 30-day months. All dollar amounts
calculated hereunder shall be rounded to the nearest penny with one-half of one
penny being rounded down.

            Section 1.03 Fiscal Year. The fiscal year of the Trust will be the
calendar year.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf of the Trust
for the benefit of the Certificateholders, without recourse, all the right,
title and interest of the Depositor in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans (other
than payments of principal and interest due and payable on the Mortgage Loans on
or before the Cut-off Date). The foregoing sale, transfer, assignment and set
over does not and is not intended to result in a creation of an assumption by
the Trustee of any obligation of the Depositor or any other Person in connection
with the Mortgage Loans or any agreement or instrument relating thereto, except
as specifically set forth herein. It is agreed and understood by the parties
hereto that it is not intended that any mortgage loan be included in the Trust
that is a "High-Cost Home Loan" as defined in any of (i) the New Jersey Home
Ownership Act effective November 27, 2003, (ii) the New Mexico Home Loan
Protection Act effective January 1, 2004, (iii) the Massachusetts Predatory Home
Loan Practices Act effective November 7, 2004 or (iv) the Indiana Home Loan
Practices Act, effective January 1, 2005.

            (b) In connection with such transfer and assignment, the Depositor
shall deliver or cause to be delivered to the Custodian on behalf of the
Trustee, for the benefit of the Certificateholders, the following documents or
instruments with respect to each Mortgage Loan so assigned:

            (i) the original Mortgage Note, endorsed either (A) in blank or (B)
      by manual or facsimile signature in the following form: "Pay to the order
      of Wells Fargo Bank, N.A., as trustee for the National City Mortgage
      Capital Trust 2008-1, without recourse," with all necessary intervening
      endorsements showing a complete chain of endorsement from the originator
      to the Trustee (each such endorsement being sufficient to transfer all
      right, title and interest of the party so endorsing, as noteholder or
      assignee thereof, in and to that Mortgage Note);

            (ii) except as provided below, the original recorded Mortgage with
      evidence of a recording thereon, or if any such Mortgage has not been
      returned from the applicable recording office or has been lost, or if such
      public recording office retains the original recorded Mortgage, a copy of
      such Mortgage certified by the Depositor as being a true and correct copy
      of the Mortgage;

            (iii) subject to the provisos at the end of this paragraph, a duly
      executed Assignment of Mortgage assigned either (A) in blank or (B) in the
      following form: "Pay to the order of Wells Fargo Bank, N.A., as trustee
      for the National City Mortgage Capital Trust 2008-1," provided that, if
      the related Mortgage has not been returned from the applicable public
      recording office, such Assignment of Mortgage may exclude the information
      to be provided by the recording office; and provided, further, if the
      related Mortgage has been recorded in the name of Mortgage Electronic
      Registration Systems, Inc. ("MERS") or its designee, no Assignment of
      Mortgage in favor of the Trustee will be required to be prepared or
      delivered and instead, the Servicer shall take all actions as are
      necessary to cause the Trust to be shown as the owner of the related
      Mortgage Loan on the records of MERS for purposes of the system of
      recording transfers of beneficial ownership of mortgages maintained by
      MERS;

            (iv) the originals of all assumption, modification, consolidation or
      extension agreements, if any, with evidence of recording thereon, if any;

            (v) any of (A) the original or duplicate original mortgagee title
      insurance policy and all riders thereto, (B) a title search showing no
      lien (other than standard exceptions of the type described in Section
      2.04(iii)) on the Mortgaged Property senior to the lien of the Mortgage or
      (C) an opinion of counsel of the type customarily rendered in the
      applicable jurisdiction in lieu of a title insurance policy;

            (vi) the original of any guarantee executed in connection with the
      Mortgage Note;

            (vii) for each Mortgage Loan, if any, which is secured by a
      residential long-term lease, a copy of the lease with evidence of
      recording indicated thereon, or, if the lease is in the process of being
      recorded, a photocopy of the lease, certified by an officer of the
      respective prior owner of such Mortgage Loan or by the applicable title
      insurance company, closing/settlement/escrow agent or company or closing
      attorney to be a true and correct copy of the lease transmitted for
      recordation;

            (viii) the original of any security agreement, chattel mortgage or
      equivalent document executed in connection with the Mortgage;

            (ix) for each Mortgage Loan that was originated by a correspondent
      lender other than an Affiliate of the Mortgage Loan Seller, each original
      recorded intervening assignment of the Mortgage as may be necessary to
      show a complete chain of title from such correspondent lender to the
      Mortgage Loan Seller, with evidence of recordation noted thereon or
      attached thereto;

            (x) for each Mortgage Loan secured by Co-op Shares, the originals of
      the following documents or instruments:

                  (A) The stock certificate;

                  (B) The stock power executed in blank;

                  (C) The executed proprietary lease;

                  (D) The executed recognition agreement;

                  (E) The executed assignment of recognition agreement, if any;

                  (F) The executed UCC-1 financing statement with evidence of
            recording thereon; and

                  (G) Executed UCC-3 financing statements or other appropriate
            UCC financing statements required by state law, evidencing a
            complete and unbroken line from the mortgagee to the Trustee with
            evidence of recording thereon (or in a form suitable for
            recordation).

provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Trustee, or the Custodian on behalf of the
Trustee, a copy of such Assignment of Mortgage in blank and has caused the
Servicer to retain the completed Assignment of Mortgage for recording as
described below, unless such Mortgage has been recorded in the name of MERS or
its designee. In addition, if the Depositor is unable to deliver or cause the
delivery of any original Mortgage Note due to the loss of such original Mortgage
Note, the Depositor may deliver a copy of such Mortgage Note, together with a
lost note affidavit, and shall thereby be deemed to have satisfied the document
delivery requirements of this Section 2.01(b).

            If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments required (if
any), (C) all assumption, modification, consolidation or extension agreements,
if any, or (D) the lender's title policy, if any, (together with all riders
thereto) satisfying the requirements of clause (ii), (iii), (iv) or (v) above,
respectively, concurrently with the execution and delivery hereof because such
document or documents have not been returned from the applicable public
recording office in the case of clause (ii), (iii) or (iv) above, or because the
title policy, if any, has not been delivered to either the Servicer or the
Depositor by the applicable title insurer in the case of clause (v) above, the
Depositor shall promptly deliver or cause to be delivered to the Trustee or the
Custodian on behalf of the Trustee, in the case of clause (ii), (iii) or (iv)
above, such Mortgage, such interim assignment or such assumption, modification,
consolidation or extension agreement, as the case may be, with evidence of
recording indicated thereon upon receipt thereof from the public recording
office, but in no event shall any such delivery of any such documents or
instruments be made later than one year following the Closing Date, unless, in
the case of clause (ii), (iii) or (iv) above, there has been a continuing delay
at the applicable recording office or, in the case of clause (v), there has been
a continuing delay at the applicable insurer and the Depositor has delivered the
Officer's Certificate to such effect to the Trustee, or the Custodian on behalf
of the Trustee. The Depositor shall forward or cause to be forwarded to the
Trustee, or the Custodian on behalf of the Trustee, (1) from time to time
additional original documents evidencing an assumption or modification of a
Mortgage Loan and (2) any other documents required to be delivered by the
Depositor or the Servicer to the Trustee or the Custodian on the Trustee's
behalf. In the event that the original Mortgage is not delivered and in
connection with the payment in full of the related Mortgage Loan the public
recording office requires the presentation of a "lost instruments affidavit and
indemnity" or any equivalent document, because only a copy of the Mortgage can
be delivered with the instrument of satisfaction or reconveyance, the Servicer
shall prepare, execute and deliver or cause to be prepared, executed and
delivered, on behalf of the Trust, such a document to the public recording
office.

            As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the Servicer shall
(except for any Mortgage which has been recorded in the name of MERS or its
designee) (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30
days of the Closing Date and (II) at the Depositor's expense, cause to be
delivered for recording in the appropriate public office for real property
records the Assignments of the Mortgages to the Trustee, except that, with
respect to any Assignment of a Mortgage as to which the Servicer has not
received the information required to prepare such assignment in recordable form,
the Servicer's obligation to do so and to deliver the same for such recording
shall be as soon as practicable after receipt of such information and in any
event within 30 days after the receipt thereof and, no recording of an
Assignment of Mortgage will be required in a state if either (i) the Depositor
furnishes to the Trustee an unqualified Opinion of Counsel reasonably acceptable
to the Trustee to the effect that recordation of such assignment is not
necessary under applicable state law to preserve the Trustee's interest in the
related Mortgage Loan against the claim of any subsequent transferee of such
Mortgage Loan or any successor to, or creditor of, the Depositor or the
originator of such Mortgage Loan or (ii) the recordation of an Assignment of
Mortgage in such state is not required by any Rating Agency in order to obtain
the initial ratings on the Certificates on the Closing Date. Set forth on
Exhibit L attached hereto is a list of all states where recordation is required
by any Rating Agency to obtain the initial ratings of the Certificates. The
Trustee may rely and shall be protected in relying upon the information
contained in such Exhibit L.

            In the case of Mortgage Loans that have been prepaid in full as of
the Closing Date, the Depositor, in lieu of delivering the above documents to
the Trustee, or the Custodian on the Trustee's behalf, will cause the Servicer
to deposit in the Collection Account the portion of such payment that is
required to be deposited in the Collection Account pursuant to Section 3.08.

            Section 2.02 Acceptance by the Trustee of the Mortgage Loans.
Subject to the provisions of the following paragraph, the Trustee declares that
it, or the Custodian as its agent, will hold the documents referred to in
Section 2.01 and the other documents delivered to it constituting the Mortgage
Files, and that it will hold such other assets as are included in the Trust
Estate, in trust for the exclusive use and benefit of all present and future
Certificateholders. Upon execution and delivery of this document, the Trustee
shall deliver or cause the Custodian to deliver to the Depositor, the Trustee
and the Servicer a certification in the form of Exhibit M hereto (the "Initial
Certification") to the effect that, except as may be specified in a list of
exceptions attached thereto, it has received the original Mortgage Note relating
to each of the Mortgage Loans listed on the Mortgage Loan Schedule.

            Within 90 days after the execution and delivery of this Agreement,
the Trustee shall review, or cause the Custodian to review, the Mortgage Files
in its possession, and shall deliver to the Depositor, the Trustee, the Mortgage
Loan Seller and the Servicer a certification in the form of Exhibit N hereto
(the "Final Certification") to the effect that, as to each Mortgage Loan listed
in the Mortgage Loan Schedule, except as may be specified in a list of
exceptions attached to such Final Certification, such Mortgage File contains all
of the items required to be delivered pursuant to Section 2.01(b).

            If, in the course of such review, the Trustee or the Custodian finds
any document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01 or is omitted from such Mortgage File, the Trustee
shall promptly so notify the Servicer, the Mortgage Loan Seller and the
Depositor, or shall cause the Custodian to promptly so notify the Servicer, the
Mortgage Loan Seller and the Depositor. In performing any such review, the
Trustee or the Custodian may conclusively rely on the purported genuineness of
any such document and any signature thereon. It is understood that the scope of
the Trustee's or the Custodian's review of the Mortgage Files is limited solely
to confirming that the documents listed in Section 2.01 have been received and
further confirming that any and all documents delivered pursuant to Section 2.01
appear on their face to have been executed and relate to the Mortgage Loans
identified in the Mortgage Loan Schedule based solely upon the review of items
(i) and (xi) in the definition of Mortgage Loan Schedule. Neither the Trustee
nor the Custodian shall have any responsibility for determining whether any
document is valid and binding, whether the text of any assignment or endorsement
is in proper or recordable form, whether any document has been recorded in
accordance with the requirements of any applicable jurisdiction, or whether a
blanket assignment is permitted in any applicable jurisdiction. The Mortgage
Loan Seller hereby covenants and agrees that it will promptly correct or cure
such defect or cause such defect to be promptly corrected or cured within 90
days from the date it was so notified of such defect and, if the Mortgage Loan
Seller does not correct or cure such defect within such period, the Mortgage
Loan Seller will either (a) substitute for the related Mortgage Loan a
Substitute Mortgage Loan, which substitution shall be accomplished in the manner
and subject to the conditions set forth below or (b) purchase such Mortgage Loan
from the Trustee at the Repurchase Price for such Mortgage Loan; provided,
however, that in no event shall such a substitution occur more than two years
from the Closing Date; provided, further, that such substitution or repurchase
shall occur within 90 days of when such defect was discovered if such defect
will cause the Mortgage Loan not to be a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code.

            With respect to each Substitute Mortgage Loan, the Mortgage Loan
Seller shall deliver, or cause to be delivered, to the Trustee or the Custodian
on its behalf, for the benefit of the Certificateholders, the Mortgage Note, the
Mortgage, the related Assignment of Mortgage (except for any Mortgage which has
been recorded in the name of MERS or its designee), and such other documents and
agreements as are otherwise required by Section 2.01, with the Mortgage Note
endorsed and the Mortgage assigned as required by Section 2.01. No substitution
is permitted to be made in any calendar month after the Determination Date for
such month. Monthly Payments due with respect to any such Substitute Mortgage
Loan in the month of substitution shall not be part of the Trust Estate and will
be retained by the Mortgage Loan Seller. For the month of substitution,
distributions to Certificateholders will include the Monthly Payment due for
such month on any Defective Mortgage Loan for which the Mortgage Loan Seller has
substituted a Substitute Mortgage Loan.

            The Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each Mortgage Loan that has
become a Defective Mortgage Loan and the substitution of the Substitute Mortgage
Loan or Loans and the Servicer shall deliver the amended Mortgage Loan Schedule
to the Trustee and the Custodian. Upon such substitution, each Substitute
Mortgage Loan shall be subject to the terms of this Agreement in all respects,
and the Mortgage Loan Seller shall be deemed to have made to the Trustee with
respect to such Substitute Mortgage Loan, as of the date of substitution, the
representations and warranties made pursuant to Section 2.04. Upon any such
substitution and the deposit to the Collection Account of any required
Substitution Adjustment Amount (as described in the next paragraph) and receipt
of a Request for Release, the Trustee shall release, or shall direct the
Custodian to release, the Mortgage File relating to such Defective Mortgage Loan
to the Mortgage Loan Seller and shall execute and deliver at the Mortgage Loan
Seller's direction such instruments of transfer or assignment prepared by the
Mortgage Loan Seller, in each case without recourse, as shall be necessary to
vest title in the Mortgage Loan Seller, or its designee, to the Trustee's
interest in any Defective Mortgage Loan substituted for pursuant to this Section
2.02.

            For any month in which the Mortgage Loan Seller substitutes one or
more Substitute Mortgage Loans for one or more Defective Mortgage Loans, the
amount (if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (after application of the principal portion of the Monthly Payments
due in the month of substitution) (the "Substitution Adjustment Amount" for such
Loan Group) plus an amount equal to the aggregate of any unreimbursed Advances
and unreimbursed Capitalized Advance Amounts with respect to such Defective
Mortgage Loans shall be deposited into the Collection Account by the Mortgage
Loan Seller on or before the Remittance Date for the Distribution Date in the
month succeeding the calendar month during which the related Mortgage Loan is
required to be replaced hereunder.

            The Trustee shall retain or shall cause the Custodian to retain
possession and custody of each Mortgage File in accordance with and subject to
the terms and conditions set forth herein. The Servicer shall promptly deliver
to the Trustee or the Custodian on its behalf, upon the execution or, in the
case of documents requiring recording, receipt thereof, the originals of such
other documents or instruments constituting the Mortgage File as come into the
Servicer's possession from time to time.

            It is understood and agreed that the obligation of the Mortgage Loan
Seller to substitute for or to purchase any Mortgage Loan which does not meet
the requirements of Section 2.01 shall constitute the sole remedy respecting
such defect available to the Trustee and any Certificateholder against the
Mortgage Loan Seller.

            The Trustee or the Custodian, on behalf of the Trustee, shall be
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
are other than what they purport to be on their face or (ii) to determine
whether any Mortgage File should include any of the documents specified in
Section 2.01(b)(iv), (vi), (vii), (viii) and (ix). In connection with making the
certifications required hereunder, to the extent a title search or opinion of
counsel has been provided in lieu of a title policy for any Mortgage Loan, the
Trustee shall only be responsible for confirming that a title search or opinion
of counsel has been provided for such Mortgage Loan and shall not be deemed to
have certified that the content of such title search or opinion of counsel is
sufficient to meet the requirements of Section 2.01(b)(v).

            Information about the Mortgage Loans acquired by the Custodian in
the course of providing the services hereunder shall not be attributable to the
Trustee (even if the Custodian and the Trustee are one and the same
organization) unless communication of that information to the Trustee is an
express duty of the Custodian under this Agreement.

            Section 2.03 Representations and Warranties of the Servicer. The
Servicer hereby makes the following representations and warranties to the
Depositor, the Mortgage Loan Seller and the Trustee, as of the Closing Date:

            (i) The Servicer is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Ohio and is an
      operating subsidiary of National City Bank. As a national bank operating
      subsidiary, the Servicer is regulated by the OCC and is subject to
      applicable laws and regulations. The Servicer has all licenses necessary
      to carry on its business as now being conducted or is licensed and
      qualified to transact business and in good standing under the laws of each
      state where a Mortgaged Property is located; or is otherwise exempt under
      applicable law from such licensing or qualification; or is otherwise not
      required under applicable law to effect such licensing or qualification
      and in any event the Servicer is in compliance with the applicable laws of
      any such state to the extent necessary to ensure the enforceability of
      each Mortgage Loan;

            (ii) The Servicer has the full corporate power and authority to
      service each Mortgage Loan, and the consummation of the transactions
      contemplated by this Agreement are in the ordinary course of business of
      the Servicer;

            (iii) Neither the execution and delivery of this Agreement or the
      transactions contemplated hereby, nor the fulfillment of or compliance
      with the terms and conditions of this Agreement, will conflict with or
      result in a breach of any of the terms, conditions or provisions of the
      Servicer's certificate of incorporation or by-laws or any legal
      restriction or any agreement or instrument to which the Servicer is now a
      party or by which it is bound, or constitute a default or result in an
      acceleration under any of the foregoing, or result in the violation of any
      law, rule, regulation, order, judgment or decree to which the Servicer or
      its property is subject, or impair the value of the Mortgage Loans;

            (iv) The Servicer does not believe, nor does it have any reason or
      cause to believe, that it cannot perform each and every covenant contained
      in this Agreement. The Servicer is solvent and will not be rendered
      insolvent by the consummation of the transactions contemplated hereby;

            (v) The Servicer is an approved seller/servicer for Fannie Mae or
      Freddie Mac in good standing and is a HUD approved mortgagee pursuant to
      Section 203 of the National Housing Act;

            (vi) Except as disclosed under "Legal Proceedings" in the Prospectus
      Supplement, there is no action, suit, proceeding or investigation pending
      or to the best of the Servicer's Knowledge threatened against the Servicer
      which, either in any one instance or in the aggregate, may result in any
      material adverse change in the business, operations, financial condition,
      properties or assets of the Servicer, or in any material impairment of the
      right or ability of the Servicer to carry on its business substantially as
      now conducted, or in any material liability on the part of the Servicer,
      or which would draw into question the validity of this Agreement or the
      Mortgage Loans or of any action taken or to be taken in connection with
      the obligations of the Servicer contemplated herein, or which would be
      likely to impair materially the ability of the Servicer to perform under
      the terms of this Agreement; and

            (vii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Servicer of or compliance by the Servicer with this
      Agreement, or if required, such approval has been obtained prior to the
      Closing Date.

            The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Custodian on
behalf of the Trustee for the benefit of the Certificateholders. Upon discovery
by any of the Depositor, the Servicer, the Mortgage Loan Seller or the Trustee
of a breach of any of the representations or warranties set forth in this
Section 2.03, the party discovering such breach shall give prompt written notice
to the other parties.

            Section 2.04 Representations and Warranties of the Mortgage Loan
Seller as to the Mortgage Loans. The Mortgage Loan Seller hereby represents and
warrants to the Trustee, the Servicer and the Depositor with respect to the
Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof
or such other date set forth herein:

            (i) Mortgage Loans as Described. The information set forth in the
      Mortgage Loan Schedule was true and correct in all material respects at
      the date or dates with respect to which such information was furnished as
      specified in the Mortgage Loan Schedule.

            (ii) Ownership. Immediately prior to the transfer and assignment of
      the Mortgage Loans to the Depositor, the Mortgage Loan Seller was the sole
      owner and holder of the Mortgage Loan, and had the full right and
      authority to sell and assign the same free and clear of any and all liens,
      pledges, charges or security interests of any nature.

            (iii) Valid First Lien. The Mortgage is a valid, subsisting,
      enforceable and perfected first lien on the Mortgaged Property, including
      all buildings and improvements on the Mortgaged Property. The lien of the
      Mortgage is subject only to:

                  (a) the lien of current real property taxes and assessments
            not yet due and payable;

                  (b) covenants, conditions and restrictions, rights of way,
            easements and other matters of the public record as of the date of
            recording acceptable for such Mortgage and specifically referred to
            in the lender's title insurance policy delivered to the originator
            of the Mortgage Loan and (i) referred to or otherwise considered in
            the appraisal made for the originator of the Mortgage Loan or (ii)
            which do not adversely affect the Appraised Value of the Mortgaged
            Property set forth in such appraisal;

                  (c) other matters to which like properties are commonly
            subject which do not materially interfere with the benefits of the
            security intended to be provided by the mortgage or the use,
            enjoyment, value or marketability of the related Mortgaged Property;
            and

                  (d) except as indicated on the Mortgage Loan Schedule, the
            Mortgaged Property was not, as of the date of origination of the
            Mortgage Loan, subject to a mortgage, deed of trust, deed to secure
            debt or other security instrument creating a lien subordinate to the
            lien of the Mortgage.

            Any security agreement, chattel mortgage or equivalent document
     related to and delivered in connection with the Mortgage Loan establishes
     and creates a valid, subsisting and enforceable first lien and first
     priority security interest on the property described therein and the
     Mortgage Loan Seller has full right to sell and assign the same to the
     Trustee. With respect to any Mortgage secured by Co-op Shares, the security
     agreement is a valid, subsisting and enforceable first priority security
     interest on the related Co-op Shares securing the Mortgage Note, subject
     only to (a) liens of the related residential cooperative corporation for
     unpaid assessments representing the Mortgagor's pro rata share of the
     related residential cooperative corporation's payments for its blanket
     mortgage, current and future real property taxes, insurance premiums,
     maintenance fees and other assessments to which like collateral is commonly
     subject and (b) other matters to which like collateral is commonly subject
     which do not materially interfere with the benefits of the security
     interest intended to be provided by such security agreement.

            (iv) Modifications Documented. Neither the Mortgage Loan Seller nor
      any prior holder of the Mortgage or the related Mortgage Note has modified
      the Mortgage or the related Mortgage Note in any material respect,
      satisfied, canceled or subordinated the Mortgage in whole or in part,
      released the Mortgaged Property in whole or in part from the lien of the
      Mortgage, or executed any instrument of release, cancellation,
      modification or satisfaction, except in each case as is reflected in an
      agreement delivered to the Depositor, the Trustee, the Custodian or the
      Servicer.

            (v) No Outstanding Charges. All taxes, governmental assessments,
      insurance premiums, ground rents, leasehold payments, water, sewer and
      municipal charges, leasehold payments or ground rents which previously
      became due and owing have been paid, or an escrow of funds has been
      established in an amount sufficient to pay for every such item which
      remains unpaid and which has been assessed but is not yet due and payable.

            (vi) Mortgaged Property Undamaged. There is no proceeding pending
      or, to the Mortgage Loan Seller's Knowledge, threatened for the total or
      partial condemnation of the Mortgaged Property. To the Mortgage Loan
      Seller's Knowledge the Mortgaged Property is undamaged by waste, fire,
      earthquake or earth movement, windstorm, flood, tornado or other casualty
      so as to affect adversely the value of the Mortgaged Property as security
      for the Mortgage Loan or the use for which the premises was intended.

            (vii) No Mechanics' Liens. To the Mortgage Loan Seller's Knowledge,
      there are no mechanics' or similar liens or claims which have been filed
      for work, labor or material (and no rights are outstanding that under the
      law could give rise to such liens) affecting the related Mortgaged
      Property which are or may be liens prior to, or equal or coordinate with,
      the lien of the related Mortgage.

            (viii) Location of Improvements; No Encroachments. To the Mortgage
      Loan Seller's Knowledge all improvements which were considered in
      determining the Appraised Value of the Mortgaged Property lay wholly
      within the boundaries and building restriction lines of the Mortgaged
      Property and no improvements on adjoining properties encroach upon the
      Mortgaged Property. To the Mortgage Loan Seller's Knowledge, no
      improvement located on or being part of the Mortgaged Property is in
      violation of any applicable zoning law or regulation.

            (ix) Location and Type of Mortgaged Property. The Mortgaged Property
      is a fee simple or leasehold property located in the state identified in
      the Mortgage Loan Schedule and consists of a parcel of real property with
      a detached single family residence erected thereon, or a two- to
      four-family dwelling, or an individual condominium unit in a low-rise
      condominium project, or an individual unit in a planned unit development
      or a townhouse or a cooperative unit; provided, however, that any
      condominium project or planned unit development shall conform with the
      Underwriting Guidelines regarding such dwellings, and no residence or
      dwelling securing the Mortgage Loan is a mobile home.

            (x) Occupancy of the Mortgaged Property. To the Mortgage Loan
      Seller's Knowledge, all inspections, licenses and certificates required to
      be made or issued with respect to all occupied portions of the Mortgaged
      Property and, with respect to the use and occupancy of the same,
      including, but not limited to, certificates of occupancy and fire
      underwriting certificates, have been made or obtained from the appropriate
      authorities.

            (xi) Payments Current. All payments required to be made up to the
      Cut-off Date for each Mortgage Loan under the terms of the Mortgage Note
      have been made and credited. No payment required under the Mortgage Loan
      has been 30 or more days delinquent more than once in the 12 months
      preceding the Closing Date.

            (xii) Validity of Mortgage Documents. The Mortgage Note and the
      related Mortgage are genuine and each is the legal, valid and binding
      obligation of the maker thereof, enforceable in accordance with its terms
      except as enforceability may be limited by (A) bankruptcy, insolvency,
      liquidation, receivership, moratorium, reorganization or other similar
      laws affecting the enforcement of the rights of creditors and (B) general
      principles of equity, whether enforcement is sought in a proceeding in
      equity or at law. All parties to the Mortgage Note and the Mortgage had
      legal capacity to enter into the Mortgage Loan and to execute and deliver
      the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
      have been duly and properly executed by such parties.

            (xiii) Compliance with Applicable Laws. Any and all requirements of
      any federal, state or local law applicable to national banks and their
      operating subsidiaries including, without limitation, usury,
      truth-in-lending, predatory and abusive lending laws, real estate
      settlement procedures, consumer credit protection, equal credit
      opportunity or disclosure laws applicable to the origination and servicing
      of the Mortgage Loan have been complied with in all material respects.

            (xiv) Full Disbursement of Proceeds. The Mortgage Loan has been
      closed and the proceeds of the Mortgage Loan have been fully disbursed and
      there is no requirement for future advances thereunder, and any and all
      requirements as to completion of any on-site or off-site improvement and
      as to disbursements of any escrow funds therefor have been complied with.
      All costs, fees and expenses incurred in making or closing the Mortgage
      Loan and the recording of the Mortgage were paid, and the Mortgagor is not
      entitled to any refund of any amounts paid or due under the Mortgage Note
      or Mortgage.

            (xv) Title Insurance. Each Mortgage Loan is covered by either (i) an
      attorney's opinion of title and abstract of title the form and substance
      of which is acceptable to mortgage lending institutions making mortgage
      loans in the area where the Mortgaged Property is located or (ii) an ALTA
      lender's title insurance policy or other generally acceptable form of
      policy of insurance acceptable to Fannie Mae, Freddie Mac, GNMA, FHA, VA
      as applicable, issued by a title insurer acceptable to Fannie Mae, Freddie
      Mac, GNMA, FHA, VA as applicable, and qualified to do business in the
      jurisdiction where the Mortgaged Property is located, insuring the related
      originator, its successors and assigns, as to the first priority lien of
      the Mortgage in the original principal amount of the Mortgage Loan,
      subject only to the exceptions contained in clauses (a), (b) and (c) of
      paragraph (iii) above. Where required by state law or regulation, the
      Mortgagor has been given the opportunity to choose the carrier of the
      required mortgage title insurance. Additionally, such lender's title
      insurance policy affirmatively insures access, and against encroachments
      by or upon the Mortgaged Property or any interest therein. The Mortgage
      Loan Seller is the sole insured of such lender's title insurance policy,
      and such lender's title insurance policy is in full force and effect and
      will be in full force and effect upon the consummation of the transactions
      contemplated by this Agreement. To the Mortgage Loan Seller's Knowledge,
      no claims have been made under such lender's title insurance policy, and
      no prior holder of the Mortgage, including the Mortgage Loan Seller, has
      done, by act or omission, anything which would impair the coverage of such
      lender's title insurance policy.

            (xvi) Hazard Insurance. With respect to each Mortgage Loan, all
      buildings or other improvements upon the Mortgaged Property are insured by
      an insurer acceptable to Fannie Mae and Freddie Mac against loss by fire,
      hazards of extended coverage and such other hazards as are customary in
      the area where the Mortgaged Property is located pursuant to insurance
      policies conforming to the requirements of Section 3.03. If the Mortgaged
      Property is in an area identified in the Federal Register by the Federal
      Emergency Management Agency as having special flood hazards (and such
      flood insurance has been made available) a flood insurance policy meeting
      the requirements of the current guidelines of the Federal Flood Insurance
      Administration is in effect which policy conforms to the requirements of
      Section 3.03. All individual insurance policies contain a standard
      mortgagee clause naming the originator of the Mortgage Loan and its
      successors and assigns as mortgagee, and all premiums thereon have been
      paid. The Mortgage obligates the Mortgagor thereunder to maintain the
      hazard insurance policy at the Mortgagor's cost and expense, and on the
      Mortgagor's failure to do so, authorizes the holder of the Mortgage to
      obtain and maintain such insurance at such Mortgagor's cost and expense,
      and to seek reimbursement therefore from the Mortgagor. Where required by
      state law or regulation, the Mortgagor has been given an opportunity to
      choose the carrier of the required hazard insurance, provided the policy
      is not a "master" or "blanket" hazard insurance policy covering the common
      facilities of a planned unit development.

            (xvii) No Defaults. To the Mortgage Loan Seller's Knowledge there is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the Mortgage Note and no event which, with the passage of time
      or with notice and the expiration of any grace or cure period, would
      constitute a default, breach, violation or event of acceleration, and
      neither the Mortgage Loan Seller nor, to the Mortgage Loan Seller's
      Knowledge, its predecessors have waived any default, breach, violation or
      event of acceleration, except pursuant to a writing, a copy of which will
      be delivered to the Depositor, the Servicer and the Trustee.

            (xviii) Customary Provisions. As of the Closing Date, the Mortgage
      and the related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate
      for the realization against the Mortgaged Property of the benefits of the
      security provided thereby, including, (a) in the case of a Mortgage
      designated as a deed of trust, by trustee's sale, and (b) otherwise by
      judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and
      foreclosure on, or trustee's sale of, the Mortgaged Property pursuant to
      the proper procedures, the holder of the Mortgage Loan will be able to
      deliver good and merchantable title to the Mortgaged Property. There is no
      homestead or other exemption available to a Mortgagor which would
      interfere with the right to sell the Mortgaged Property at a trustee's
      sale or the right to foreclose the Mortgage.

            (xix) No Defenses. The Mortgage Note and the Mortgage are not
      subject to any right of rescission, set-off, counterclaim or defense,
      including the defense of usury, nor will the operation of any of the terms
      of the Mortgage Note and the Mortgage, or the exercise of any right
      thereunder, render either the Mortgage Note or the Mortgage unenforceable,
      in whole or in part, or subject to any right of rescission, set-off,
      counterclaim or defense, including the defense of usury, and no such right
      of rescission, set-off, counterclaim or defense has been asserted with
      respect thereto.

            (xx) Leaseholds. If the Mortgage Loan is secured by a long-term
      residential lease, (1) the lessor under the lease holds a fee simple
      interest in the land; (2) the terms of such lease expressly permit the
      mortgaging of the leasehold estate, the assignment of the lease without
      the lessor's consent and the acquisition by the holder of the Mortgage of
      the rights of the lessee upon foreclosure or assignment in lieu of
      foreclosure or provide the holder of the Mortgage with substantially
      similar protections; (3) the terms of such lease do not (a) allow the
      termination thereof upon the lessee's default without the holder of the
      Mortgage being entitled to receive written notice of, and opportunity to
      cure, such default, or (b) permit any increase in rent other than
      pre-established increases set forth in the lease; (4) the original term of
      such lease is not less than 15 years; (5) the term of such lease does not
      terminate earlier than five years after the maturity date of the Mortgage
      Note; and (6) the Mortgaged Property is located in a jurisdiction in which
      the use of leasehold estates in transferring ownership in residential
      properties is a widely accepted practice.

            (xxi) Predatory Lending Regulations; High Cost Loans. None of the
      Mortgage Loans, at the time of their origination, were classified as "high
      cost," "threshold," or "predatory" loans under any applicable state,
      federal or local law. No Mortgage Loan is a High Cost Loan or Covered
      Loan, as applicable (as such terms are defined in the then current S&P's
      LEVELS(R) Glossary which is now Version 6.1 Revised, Appendix E) and no
      Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
      is governed by the Georgia Fair Lending Act;

            (xxii) Conformance with Underwriting Guidelines. The Mortgage Loan
      was underwritten in accordance with the applicable Underwriting Guidelines
      in effect at the time of origination with exceptions thereto exercised in
      a reasonable manner.

            (xxiii) No Additional Collateral. The Mortgage Note is not and has
      not been secured by any collateral except the lien of the corresponding
      Mortgage and/or the security interest of any applicable security agreement
      or chattel mortgage referred to in (iii) or (iv) above.

            (xxiv) Delivery of Mortgage Documents. The Mortgage Note, the
      Mortgage, the Assignment of Mortgage and any other documents required to
      be delivered for the Mortgage Loan under this Agreement as set forth in
      Section 2.01 have been delivered to the Trustee (or a Custodian on behalf
      of the Trustee), except for the documents which have been submitted for
      recording and not yet returned.

            (xxv) Condominiums/Planned Unit Developments. If the dwelling on the
      Mortgaged Property is a condominium unit or a planned unit development
      (other than a de minimus planned unit development) such condominium or
      planned unit development project meets Fannie Mae and Freddie Mac
      eligibility requirements.

            (xxvi) Cooperative Loans. With respect to a Mortgage Loan that is
      secured by Co-op Shares, the Co-op-Shares that are pledged as security for
      the Mortgage Loan are held by a person as a tenant-stockholder (as defined
      in Section 216 of the Code) in a cooperative housing corporation (as
      defined in Section 216 of the Code).

            (xxvii) No Graduated Payments or Contingent Interests. No Mortgage
      Loan is a graduated payment mortgage loan and no Mortgage Loan has a
      shared appreciation or other contingent interest feature.

            (xxviii) Consolidation of Future Advances. Any future advances made
      prior to the Cut-off Date have been consolidated with the outstanding
      principal amount secured by the Mortgage, and the secured principal
      amount, as consolidated, bears a single interest rate and single repayment
      term. The lien of the Mortgage securing the consolidated principal amount
      is expressly insured as having first lien priority by a title insurance
      policy, an endorsement to the policy insuring the mortgagee's consolidated
      interest or by other title evidence acceptable to Fannie Mae and Freddie
      Mac. The consolidated principal amount does not exceed the original
      principal amount of the Mortgage Loan.

            (xxix) Appraisal. The Mortgage File contains an appraisal of the
      related Mortgaged Property signed prior to the approval of the Mortgage
      Loan application by a qualified appraiser who had no interest, direct or
      indirect in the Mortgaged Property or in any loan made on the security
      thereof; and whose compensation was not affected by the approval or
      disapproval of the Mortgage Loan, and the appraisal and appraiser both
      satisfy the requirements of Title XI of the Federal Institutions Reform,
      Recovery, and Enforcement Act of 1989 and the regulations promulgated
      thereunder, all as in effect on the date the Mortgage Loan was originated,
      to the extent required in the Underwriting Guidelines with respect to
      mortgage loans of the same type as the Mortgage Loan.

            (xxx) Qualified Mortgage. The Mortgage Loan is a "qualified
      mortgage" within the meaning of Section 860G(a)(3) of the Code.

            (xxxi) Origination. The Mortgage Loan was originated (within the
      meaning of the Secondary Mortgage Market Enhancement Act of 1984, as
      amended) by the Mortgage Loan Seller, a credit union, a savings and loan
      association, a savings bank, a commercial bank, a mortgage banking
      institution or a similar banking institution which is supervised and
      examined by a federal or state credit union or banking authority, or is a
      mortgagee approved by HUD.

            Notwithstanding the foregoing, no representations or warranties are
made by the Mortgage Loan Seller as to the environmental condition of any
Mortgaged Property; the absence, presence or effect of hazardous wastes or
hazardous substances on any Mortgaged Property; any casualty resulting from the
presence or effect of hazardous wastes or hazardous substances on, near or
emanating from any Mortgaged Property; the impact on Certificateholders of any
environmental condition or presence of any hazardous substance on or near any
Mortgaged Property; or the compliance of any Mortgaged Property with any
environmental laws, nor is any agent, Person or entity otherwise affiliated with
the Mortgage Loan Seller authorized or able to make any such representation,
warranty or assumption of liability relative to any Mortgaged Property. In
addition, no representations or warranties are made by the Mortgage Loan Seller
with respect to the absence or effect of fraud in the origination of any
Mortgage Loan.

            It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, notwithstanding any restrictive or qualified endorsement or assignment.

            Upon discovery by any of the Depositor, the Servicer, the Mortgage
Loan Seller, the Trustee or the Custodian that any of the representations and
warranties set forth in this Section 2.04 is not accurate (referred to herein as
a "breach") and that such breach materially and adversely affects the interests
of the Certificateholders in the related Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a custodial agreement); provided that any such breach
that causes the Mortgage Loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code shall be deemed to materially and
adversely affect the interests of the Certificateholders. Within 90 days of its
discovery or its receipt of notice of any such breach, the Mortgage Loan Seller
shall cure such breach in all material respects or shall either (i) repurchase
the Mortgage Loan or any property acquired in respect thereof from the Trustee
at a price equal to the Repurchase Price or (ii) if within two years of the
Closing Date, substitute for such Mortgage Loan in the manner described in
Section 2.02; provided that if the breach would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such repurchase or substitution must occur within 90 days from the date the
breach was discovered. In addition to the foregoing, if a breach of the
representation set forth in clause (xiii) or (xxi) of this Section 2.04 occurs
as a result of a violation of an applicable predatory or abusive lending law,
the Mortgage Loan Seller shall reimburse the Trust for all costs or damages
incurred by the Trust as a result of the violation of such law (such amount, the
"Reimbursement Amount"). The Repurchase Price of any repurchase described in
this paragraph, the Substitution Adjustment Amount, if any, and any
Reimbursement Amount shall be deposited in the Collection Account. It is
understood and agreed that, except with respect to the second preceding
sentence, the obligation of the Mortgage Loan Seller to repurchase or substitute
for any Mortgage Loan or Mortgaged Property as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to Certificateholders, or to the Trustee on behalf of
Certificateholders, and such obligation shall survive until termination of the
Trust hereunder.

            Section 2.05 Representations and Warranties of the Mortgage Loan
Seller. The Mortgage Loan Seller hereby makes the following representations and
warranties to the Depositor, the Servicer and the Trustee, as of the Closing
Date:

            (a) The Mortgage Loan Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Ohio and is
an operating subsidiary of National City Bank. As a national bank operating
subsidiary, the Mortgage Loan Seller is regulated by the OCC and is subject to
applicable laws and regulations. The Mortgage Loan Seller has all licenses
necessary to carry on its business as now being conducted or is licensed and
qualified to transact business and in good standing under the laws of each state
where a Mortgaged Property is located; or is otherwise exempt under applicable
law from such licensing or qualification; or is otherwise not required under
applicable law to effect such licensing or qualification and in any event the
Mortgage Loan Seller is in compliance with the applicable laws of any such state
to the extent necessary to ensure the enforceability of each Mortgage Loan;

            (b) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Mortgage Loan Seller;

            (c) Neither the execution and delivery of this Agreement or the
transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, will conflict with or result in a breach
of any of the terms, conditions or provisions of the Mortgage Loan Seller's
certificate of incorporation or by-laws or any legal restriction or any
agreement or instrument to which the Mortgage Loan Seller is now a party or by
which it is bound, or constitute a default or result in an acceleration under
any of the foregoing, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Mortgage Loan Seller or its property is
subject, or impair the value of the Mortgage Loans;

            (d) The Mortgage Loan Seller does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement. The Mortgage Loan Seller is solvent and will not be
rendered insolvent by the consummation of the transactions contemplated hereby;

            (e) Except as disclosed under "Legal Proceedings" in the Prospectus
Supplement, there is no action, suit, proceeding or investigation pending or to
the best of the Mortgage Loan Seller's Knowledge threatened against the Mortgage
Loan Seller which, either in any one instance or in the aggregate, may result in
any material adverse change in the business, operations, financial condition,
properties or assets of the Mortgage Loan Seller, or in any material impairment
of the right or ability of the Mortgage Loan Seller to carry on its business
substantially as now conducted, or in any material liability on the part of the
Mortgage Loan Seller, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Mortgage Loan Seller contemplated herein,
or which would be likely to impair materially the ability of the Mortgage Loan
Seller to perform under the terms of this Agreement; and

            (f) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Mortgage Loan Seller of or compliance by the Mortgage Loan
Seller with this Agreement, or if required, such approval has been obtained
prior to the Closing Date.

            Section 2.06 Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Trustee, the Servicer and the
Mortgage Loan Seller that as of the date of this Agreement or as of such date
specifically provided herein:

            (a) The Depositor has been duly formed and is validly existing as a
limited liability company in good standing under the laws of the State of
Delaware and has the requisite power to own its properties and to conduct its
business as presently conducted by it;

            (b) The Depositor has the requisite power and authority to convey
the Mortgage Loans and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by, this Agreement;

            (c) This Agreement has been duly and validly authorized, executed
and delivered by the Depositor, all requisite corporate action having been
taken, and, assuming the due authorization, execution and delivery hereof by the
other parties hereto, constitutes or will constitute the legal, valid and
binding agreement of the Depositor, enforceable against the Depositor in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law);

            (d) No consent, approval, authorization or order of or registration
or filing with, or notice to, any governmental authority or court is required
for the execution, delivery and performance of or compliance by the Depositor
with this Agreement or the consummation by the Depositor of any of the
transactions contemplated hereby, except as have been made on or prior to the
Closing Date;

            (e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement,
(i) conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an
acceleration under (A) the limited liability company agreement or certificate of
formation of the Depositor, or (B) of any term, condition or provision of any
material indenture, deed of trust, contract or other agreement or instrument to
which the Depositor or any of its subsidiaries is a party or by which it or any
of its subsidiaries is bound; (ii) results or will result in a violation of any
law, rule, regulation, order, judgment or decree applicable to the Depositor of
any court or governmental authority having jurisdiction over the Depositor or
its subsidiaries; or (iii) results in the creation or imposition of any lien,
charge or encumbrance which would have a material adverse effect upon the
Mortgage Loans or any documents or instruments evidencing or securing the
Mortgage Loans;

            (f) There are no actions, suits or proceedings before or against or
investigations of, the Depositor pending, or to the knowledge of the Depositor,
threatened, before any court, administrative agency or other tribunal, and no
notice of any such action, which, in the Depositor's reasonable judgment, might
materially and adversely affect the performance by the Depositor of its
obligations under this Agreement, or the validity or enforceability of this
Agreement;

            (g) The Depositor is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency that may materially and adversely affect its
performance hereunder; and

            (h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had good title to,
and was the sole owner of each Mortgage Loan, free of any interest of any other
Person, and the Depositor has transferred all right, title and interest in each
Mortgage Loan to the Trustee. The transfer of each Mortgage Note and each
Mortgage as and in the manner contemplated by this Agreement is sufficient
either (i) to fully transfer to the Trustee, for the benefit of the
Certificateholders, all right, title, and interest of the Depositor thereto as
note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of
the Certificateholders, the security interest referred to in Section 11.09.

            It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.06 shall survive delivery of the Mortgage
Files to the Trustee or the Custodian and shall inure to the benefit of the
Trustee, the Mortgage Loan Seller and the Servicer.

            Section 2.07 Designation of Interests in the REMICs. The Depositor
hereby designates the Classes of Senior Certificates (other than the
Exchangeable Certificates and the Class 1-A-R Certificate) and the Classes of
Subordinate Certificates as "regular interests" and the Class R-U Interest as
the single class of "residual interest" in the Upper-Tier REMIC for the purposes
of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby
further designates (i) the Class 1-A-L1 Interest, Class 1-A-LUR Interest and
Class 1-B-L1 Interest as the classes of "regular interests" and the Class 1-A-LR
interest as the single class of "residual interest" in the 1-A Lower-Tier REMIC
and (ii) the Class 2-A-L2 Interest, Class 2-A-LIO Interest, Class 2-A-LPO
Interest and Class 2-B-L1 Interest as the classes of "regular interests" and the
Class 2-A-LR interest as the single class of "residual interest" in the 2-A
Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2),
respectively.

            Section 2.08 Designation of Start-up Day. The Closing Date is hereby
designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier
REMICs within the meaning of Section 860G(a)(9) of the Code.

            Section 2.09 REMIC Certificate Maturity Date. Solely for purposes of
satisfying Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest
possible maturity date" of the regular interests in the Upper-Tier REMIC and
Lower-Tier REMICs is March 25, 2038.

            Section 2.10 Execution and Delivery of Certificates. The Trustee (i)
acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Interests on behalf of the Upper-Tier REMIC and the
Certificateholders and (ii) has executed and delivered to or upon the order of
the Depositor, in exchange for the Mortgage Loans and Uncertificated Lower-Tier
Interests, together with all other assets included in the definition of "Trust
Estate," receipt of which is hereby acknowledged, Certificates (other than the
Exchangeable Certificates) in authorized denominations which, together with the
Uncertificated Lower-Tier Interests, evidence ownership of the entire Trust
Estate. In addition, the Trustee shall, from time to time as requested by
beneficial owners of Exchangeable REMIC Certificates or Exchangeable
Certificates pursuant to Section 6.04, exchange Exchangeable REMIC Certificates
for Exchangeable Certificates and vice versa.

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

            Section 3.01 Servicer to Service Mortgage Loans. The Servicer shall
service and administer the Mortgage Loans on behalf of the Trust and in the best
interests of and for the benefit of the Certificateholders (as determined by the
Servicer in its reasonable judgment) in accordance with the terms of this
Agreement and the respective Mortgage Loans and, to the extent consistent with
such terms, in accordance with its Customary Servicing Procedures but without
regard to:

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

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

            (iii) the Servicer's obligation to make Periodic Advances or
      Servicing Advances; or

            (iv) the Servicer's right to receive compensation for its services
      hereunder or with respect to any particular transaction.

            To the extent consistent with the foregoing, the Servicer shall also
seek to maximize the timely and complete recovery of principal and interest on
the Mortgage Notes. Subject only to the above-described servicing standards and
the terms of this Agreement and of the respective Mortgage Loans, the Servicer
shall have full power and authority, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the foregoing, the
Servicer in its own name is hereby authorized and empowered by the Trustee when
the Servicer believes it appropriate in its reasonable judgment in accordance
with the servicing standards set forth above, to execute and deliver, on behalf
of the Trust, the Certificateholders and the Trustee or any of them, and upon
written notice to the Trustee, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of
foreclosure so as to convert the ownership of such properties, and to hold or
cause to be held title to such properties, on behalf of the Trustee, for the
benefit of the Trust and the Certificateholders. The Servicer shall service and
administer the Mortgage Loans in accordance with applicable state and federal
law and shall provide to the Mortgagors any reports required to be provided to
them thereby. The Servicer shall also comply in the performance of this
Agreement with all reasonable rules and requirements of each insurer under any
standard hazard insurance policy. The Trustee shall execute, at the written
request of the Servicer, and furnish to the Servicer any special or limited
powers of attorney and other documents necessary or appropriate to enable the
Servicer to carry out its servicing and administrative duties hereunder and the
Trustee shall not be liable for the actions of the Servicer under such powers of
attorney.

            In accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which Servicing Advances shall be reimbursable in the first instance
from related collections from the Mortgagors pursuant to Section 3.09, and
further as provided in Section 3.11. Any cost incurred by the Servicer in
effecting the payment of taxes and assessments on a Mortgaged Property shall
not, for the purpose of calculating the Stated Principal Balance of a Mortgage
Loan or distributions to Certificateholders, be added to the unpaid principal
balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit.

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

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

            The Servicer may delegate its responsibilities under this Agreement;
provided, however, that no such delegation shall release the Servicer from its
responsibilities or liabilities arising under this Agreement.

            Section 3.02 Subservicing. (a) The Servicer may enter into
Subservicing Agreements (provided that such agreements would not result in a
withdrawal or a downgrading by the Rating Agency of the rating on any Class of
Certificates) with Subservicers, for the servicing and administration of the
Mortgage Loans.

            Each Subservicer shall be (i) authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to enable the
Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, (ii) an institution approved as a mortgage loan originator by the
Federal Housing Administration or an institution the deposit accounts of which
are insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage
servicer. Each Subservicing Agreement must impose on the Subservicer
requirements conforming to the provisions set forth in Section 3.02(g) and
provide for servicing of the Mortgage Loans consistent with the terms of this
Agreement. The Servicer will examine each Subservicing Agreement and will be
familiar with the terms thereof. The terms of any Subservicing Agreement will
not be inconsistent with any of the provisions of this Agreement. The Servicer
and the Subservicers may enter into and make amendments to the Subservicing
Agreements or enter into different forms of Subservicing Agreements; provided,
however, that any such amendments or different forms shall be consistent with
and not violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Certificateholders, without the
consent of the Holders of Certificates entitled to at least 66 2/3% of the
Voting Rights. Any variation without the consent of the Holders of Certificates
entitled to at least 66 2/3% of the Voting Rights from the provisions set forth
in Section 3.02(g) relating to insurance or priority requirements of
Subservicing Accounts, or credits and charges to the Subservicing Accounts or
the timing and amount of remittances by the Subservicers to the Servicer, are
conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Servicer shall deliver to the Trustee copies of all Subservicing
Agreements, and any amendments or modifications thereof, promptly upon the
Servicer's execution and delivery of such instruments.

            As part of its servicing activities hereunder, the Servicer (except
as otherwise provided in the last sentence of this paragraph), for the benefit
of the Trustee and the Certificateholders, shall enforce the obligations of each
Subservicer under the related Subservicing Agreement, including, without
limitation, any obligation to make advances in respect of delinquent payments as
required by a Subservicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Subservicing
Agreements, and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Servicer, in its good
faith business judgment, would require were it the owner of the related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans, or (ii) from a specific recovery
of costs, expenses or attorneys' fees against the party against whom such
enforcement is directed.

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

            (b) Notwithstanding the provisions of any Subservicing Agreement,
any of the provisions of this Agreement relating to agreements or arrangements
between the Servicer or a Subservicer or reference to actions taken through a
Servicer or otherwise, the Servicer shall remain obligated and liable to the
Depositor, the Trustee, the Mortgage Loan Seller and the Certificateholders for
the servicing and administration of the Mortgage Loans in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue of such Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer and to the same extent and under the same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. Every Subservicing Agreement entered into by the Servicer
shall contain a provision giving the successor Servicer the option to terminate
such agreement in the event a successor Servicer is appointed. All actions of
each Subservicer performed pursuant to the related Subservicing Agreement shall
be performed as an agent of the Servicer with the same force and effect as if
performed directly by the Servicer.

            (c) Notwithstanding the foregoing, to the extent the Servicer
engages any Affiliate or third party vendor, including any Subservicer, in
connection with the performance of any of its duties under this Agreement, the
Servicer shall immediately notify the Depositor in writing of such engagement.
To the extent the Depositor notifies the Servicer and the Trustee that it has
determined that any such Affiliate, third party vendor or Subservicer is a
Servicing Function Participant, the Servicer shall cause such Servicing Function
Participant to prepare a separate assessment and attestation report, as
contemplated by Section 3.19 of this Agreement and deliver such report to the
Depositor as set forth in Section 3.22 of this Agreement. In addition, to the
extent the Depositor notifies the Servicer and the Trustee that it has
determined that any such Servicing Function Participant would be a "servicer"
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item
1108(a)(2)(i), (ii) or (iii) of Regulation AB (an "Additional Servicer"), the
Servicer shall cause such Additional Servicer to prepare a separate compliance
statement as contemplated by Section 3.18 of this Agreement and deliver such
statement to the Depositor as set forth in Section 3.22 of this Agreement. In
addition, if the Depositor determines any such Servicing Function Participant
would be a "servicer" within the meaning of Item 1101 of Regulation AB, the
Servicer shall cause such Servicing Function Participant to provide the
Depositor and the Trustee the information required by Section 1108(b) and
1108(c) of Regulation AB within two Business Days following such engagement. To
the extent the Servicer terminates any such Servicing Function Participant that
the Depositor has determined is a "servicer" within the meaning of Item 1101 of
Regulation AB, the Servicer shall provide the Depositor the information required
to enable the Depositor to accurately and timely report such event under Item
6.02 of Form 8-K (if the Trust's Exchange Act reporting requirements have not
been suspended pursuant to Section 15(d) of the Exchange Act as set forth in
3.22(g)).

            (d) The Servicer shall be entitled to terminate any Subservicing
Agreement and the rights and obligations of any Subservicer pursuant to any
Subservicing Agreement in accordance with the terms and conditions of such
Subservicing Agreement. In the event of termination of any Subservicer, all
servicing obligations of such Subservicer shall be assumed simultaneously by the
Servicer without any act or deed on the part of such Subservicer or the
Servicer, and the Servicer either shall service directly the related Mortgage
Loans or shall enter into a Subservicing Agreement with a successor Subservicer
which qualifies under Section 3.02(a).

            Any Subservicing Agreement shall include the provision that such
agreement may be immediately terminated by the Trustee (if the Trustee is acting
as Servicer) without fee, in accordance with the terms of this Agreement, in the
event that the Servicer (or the Trustee, if it is then acting as Servicer)
shall, for any reason, no longer be the Servicer (including termination due to
an Event of Default).

            (e) Any Subservicing Agreement that may be entered into and any
other transactions or services relating to the Mortgage Loans involving a
Subservicer in its capacity as such shall be deemed to be between the
Subservicer and the Servicer alone and the Trustee and the Certificateholders
shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the Subservicer except as set
forth in Section 3.02(f) below. The Servicer shall be solely liable for all fees
owed by it to any Subservicer, irrespective of whether the Servicer's
compensation pursuant to this Agreement is sufficient to pay such fees.

            (f) In the event the Servicer shall for any reason no longer be the
servicer hereunder (including by reason of the occurrence of an Event of
Default), the Trustee or its designee shall thereupon assume all of the rights
and obligations of the Servicer under each Subservicing Agreement that the
Servicer may have entered into, unless the Trustee elects to terminate any
Subservicing Agreement in accordance with its terms as provided in Section
3.02(d). Upon such assumption, the Trustee, its designee or the successor
servicer for the Trustee appointed pursuant to Section 8.05 shall be deemed,
subject to Section 3.02(d), to have assumed all of the Servicer's interest
therein without act or deed on the part of the Trustee and shall be deemed to
have replaced the Servicer as a party to each Subservicing Agreement to the same
extent as if each Subservicing Agreement had been assigned to the assuming
party, except that (i) the Servicer shall not thereby be relieved of any
liability or obligations under any Subservicing Agreement and (ii) none of the
Trustee, its designee or any successor Servicer shall be deemed to have assumed
any liability or obligation of the Servicer that arose before it ceased to be
the Servicer.

            The Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Subservicing Agreements to the assuming party.

            (g) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Subservicer will be required to
establish and maintain one or more accounts (collectively, the "Subservicing
Account"). The Subservicing Account shall be an Eligible Account and shall
comply with all requirements of this Agreement relating to the Collection
Account. The Subservicer shall deposit in the clearing account (which account
must be an Eligible Account) in which it customarily deposits payments and
collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days after
the Subservicer's receipt thereof, all proceeds of Mortgage Loans received by
the Subservicer less its servicing compensation to the extent permitted by the
Subservicing Agreement, and shall thereafter deposit such amounts in the
Subservicing Account, in no event more than one Business Day after the deposit
of such funds into the clearing account. The Subservicer shall thereafter
deposit such proceeds in the Collection Account or remit such proceeds to the
Servicer for deposit in the Collection Account not later than two Business Days
after the deposit of such amounts in the Subservicing Account. For purposes of
this Agreement, the Servicer shall be deemed to have received payments on the
Mortgage Loans when the Subservicer receives such payments.

            Section 3.03 Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage. The terms of each Mortgage Note require the
related Mortgagor to maintain fire and hazard insurance policies. To the extent
such policies are not maintained, the Servicer shall cause to be maintained for
each Mortgaged Property fire and hazard insurance with extended coverage as is
customary in the area where the Mortgaged Property is located in an amount which
is at least equal to the least of: (i) the current principal balance of such
Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or
loss to the improvements which are a part of such property on a replacement cost
basis and (iii) the maximum insurable value of the improvements which are a part
of such Mortgaged Property, in each case in an amount not less than such amount
as is necessary to avoid the application of any coinsurance clause contained in
the related hazard insurance policy. The Servicer shall also cause to be
maintained fire and hazard insurance on each REO Property with extended coverage
as is customary in the area where the Mortgaged Property is located in an amount
which is at least equal to the lesser of (i) the maximum insurable value of the
improvements which are a part of such property and (ii) the outstanding
principal balance of the related Mortgage Loan at the time it became an REO
Property. The Servicer will comply in the performance of this Agreement with all
reasonable rules and requirements of each insurer under any such hazard
policies. Any amounts to be collected by the Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the property
subject to the related Mortgage or amounts to be released to the Mortgagor in
accordance with the procedures that the Servicer would follow in servicing loans
held for its own account, subject to the terms and conditions of the related
Mortgage and Mortgage Note) shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.08, if received in respect of a
Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section
3.12, if received in respect of an REO Property. Any cost incurred by the
Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Mortgaged Property
or REO Property is at any time in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards, the
Servicer will cause to be maintained a flood insurance policy in respect
thereof. Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid principal balance of the related Mortgage Loan and (ii) the maximum
amount of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).

            In the event that the Servicer shall obtain and maintain a blanket
policy with an insurer having a General Policy Rating of B:VI or better in
Best's Key Rating Guide (or such other rating that is comparable to such rating)
insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of this Section 3.03, it being understood and agreed that
such policy may contain a deductible clause, in which case the Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of this
Section 3.03, and there shall have been one or more losses which would have been
covered by such policy, deposit to the Collection Account from its own funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
the Trustee, the Trust and the Certificateholders, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy.

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

            Section 3.04 Access to Certain Documentation. The Servicer shall
provide to the OCC, the FDIC and to comparable regulatory authorities
supervising Holders of Certificates and the examiners and supervisory agents of
the OCC, the FDIC and such other authorities, access to the documentation
required by applicable regulations of the OCC, the FDIC and such other
authorities with respect to the Mortgage Loans. Such access shall be afforded
upon reasonable and prior written request and during normal business hours at
the offices designated by the Servicer; provided that the Servicer shall be
entitled to be reimbursed by each such Certificateholder for actual expenses
incurred by the Servicer in providing such reports and access. Nothing in this
Section 3.04 shall limit the obligation of the Servicer to observe any
applicable law and the failure of the Servicer to provide access as provided in
this Section 3.04 as a result of such obligation shall not constitute a breach
of this Section 3.04.

            Section 3.05 [RESERVED.]

            Section 3.06 Rights of the Depositor and the Trustee in Respect of
the Servicer. The Depositor may, but is not obligated to, enforce the
obligations of the Servicer hereunder and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of the Servicer hereunder; provided that the Servicer shall not
be relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. Neither the Trustee nor the Depositor shall have
any responsibility or liability for any action or failure to act by the Servicer
nor shall the Trustee or the Depositor be obligated to supervise the performance
of the Servicer hereunder or otherwise.

            Section 3.07 Trustee to Act as Servicer. If the Servicer shall for
any reason no longer be the Servicer hereunder (including by reason of an Event
of Default), the Trustee shall within 90 days of such time, assume, if it so
elects, or shall appoint a successor Servicer to assume, all of the rights and
obligations of the Servicer hereunder arising thereafter (except that the
Trustee shall not be (a) liable for losses of the Servicer pursuant to Section
3.03 or any acts or omissions of the predecessor Servicer hereunder, (b)
obligated to make Advances if it is prohibited from doing so by applicable law
or (c) deemed to have made any representations and warranties of the Servicer
hereunder). Any such assumption shall be subject to Sections 7.02 and 8.05. If
the Servicer shall for any reason no longer be the Servicer (including by reason
of any Event of Default), the Trustee or the successor Servicer may elect to
succeed to any rights and obligations of the Servicer under each Subservicing
Agreement or may terminate each Subservicing Agreement. If it has elected to
assume the Subservicing Agreement, the Trustee or the successor Servicer shall
be deemed to have assumed all of the Servicer's interest therein and to have
replaced the Servicer as a party to any Subservicing Agreement entered into by
the Servicer as contemplated by Section 3.02 to the same extent as if the
Subservicing Agreement had been assigned to the assuming party except that the
Servicer shall not be relieved of any liability or obligations under any such
Subservicing Agreement.

            The Servicer that is no longer the Servicer hereunder shall, upon
request of the Trustee, but at the expense of such predecessor Servicer, deliver
to the assuming party all documents and records relating to each Subservicing
Agreement or substitute servicing agreement and the Mortgage Loans then being
serviced thereunder and an accounting of amounts collected or held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
such substitute Subservicing Agreement to the assuming party. The Trustee shall
be entitled to be reimbursed from the predecessor Servicer (or the Trust if the
predecessor Servicer is unable to fulfill its obligations hereunder) for all
Servicing Transfer Costs.

            Section 3.08 Collection of Mortgage Loan Payments; Collection
Account; and Certificate Account. (a) The Servicer shall make reasonable efforts
to collect all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall be consistent
with this Agreement, follow such collection procedures as it would follow with
respect to mortgage loans comparable to the Mortgage Loans and held for its own
account. Consistent with the foregoing, the Servicer may in its discretion (i)
waive any late payment charge or, if applicable, penalty interest or (ii) extend
the due dates for the Monthly Payments due on a Mortgage Note for a period of
not greater than 180 days; provided that any extension pursuant to this clause
shall not affect the amortization schedule of any Mortgage Loan for purposes of
any computation hereunder. In the event of any such arrangement pursuant to
clause (ii) above, the Servicer shall make timely advances on such Mortgage
Loans during such extension pursuant to Section 3.20 and in accordance with the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangements. The Servicer shall not be required to institute or
join in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.

            (b) The Servicer shall establish and maintain the Collection
Account. The Servicer shall deposit or cause to be deposited into the Collection
Account, all on a daily basis within two Business Days of receipt, except as
otherwise specifically provided herein, the following payments and collections
remitted by Subservicers or received by the Servicer in respect of the Mortgage
Loans subsequent to the Cut-off Date (other than in respect of principal and
interest due on the Mortgage Loans on or before the Cut-off Date) and the
following amounts required to be deposited hereunder with respect to the
Mortgage Loans it services:

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

            (ii) all payments on account of interest on the Mortgage Loans, net
      of the Servicing Fee;

            (iii) (A) all Insurance Proceeds and Liquidation Proceeds, other
      than Insurance Proceeds to be (1) applied to the restoration or repair of
      the Mortgaged Property, (2) released to the Mortgagor in accordance with
      Customary Servicing Procedures or (3) required to be deposited to an
      Escrow Account pursuant to Section 3.09(a), and other than any Excess
      Proceeds and (B) any Insurance Proceeds released from an Escrow Account
      pursuant to Section 3.09(a)(iv);

            (iv) any amount required to be deposited by the Servicer pursuant to
      Section 3.08(d) in connection with any losses on Permitted Investments
      with respect to the Collection Account;

            (v) any amounts required to be deposited by the Servicer pursuant to
      Section 3.14;

            (vi) all Repurchase Prices, all Substitution Adjustment Amounts and
      all Reimbursement Amounts, to the extent received by the Servicer;

            (vii) Periodic Advances made by the Servicer pursuant to Section
      3.20 and any Compensating Interest;

            (viii) any Recoveries;

            (ix) any Buy-Down Funds required to be deposited pursuant to Section
      3.23; and

            (x) any other amounts required to be deposited hereunder.

            The foregoing requirements for deposits to the Collection Account by
the Servicer shall be exclusive it being understood and agreed that, without
limiting the generality of the foregoing, Ancillary Income need not be deposited
by the Servicer. If the Servicer shall deposit in the Collection Account any
amount not required to be deposited, it may at any time withdraw or direct the
institution maintaining the Collection Account to withdraw such amount from the
Collection Account, any provision herein to the contrary notwithstanding. The
Servicer shall maintain adequate records with respect to all withdrawals made
pursuant to this Section 3.08. All funds required to be deposited in the
Collection Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 3.11.

            (c) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Certificate Account, which shall be deemed to consist of
four sub-accounts. The Trustee shall, promptly upon receipt, deposit in the
Certificate Account and retain therein the following:

            (i) the aggregate amount remitted by the Servicer to the Trustee
      pursuant to Section 3.11(a)(viii);

            (ii) any amount paid by the Trustee or the Servicer pursuant to
      Section 3.08(d) in connection with any losses on Permitted Investments
      with respect to the Certificate Account; and

            (iii) any other amounts deposited hereunder which are required to be
      deposited in the Certificate Account.

            If the Servicer shall remit any amount not required to be remitted,
it may at any time direct the Trustee to withdraw such amount from the
Certificate Account, any provision herein to the contrary notwithstanding. Such
direction may be accomplished by delivering an Officer's Certificate to the
Trustee which describes the amounts deposited in error in the Certificate
Account. All funds required to be deposited in the Certificate Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.11. In
no event shall the Trustee incur liability for withdrawals from the Certificate
Account at the direction of the Servicer.

            (d) Each institution at which the Collection Account or the
Certificate Account is maintained shall invest the funds therein as directed in
writing by the Servicer, in the case of the Collection Account, or the Trustee
or the Servicer, as the case may be, in the case of the Certificate Account, in
Permitted Investments, which shall mature not later than (i) in the case of the
Collection Account, the Business Day next preceding the related Remittance Date
(except that if such Permitted Investment is an obligation of the institution
that maintains such account, then such Permitted Investment shall mature not
later than such Remittance Date) and (ii) in the case of the Certificate
Account, the Business Day next preceding the Distribution Date (except that if
such Permitted Investment is an obligation of the institution that maintains
such account, then such Permitted Investment shall mature not later than such
Distribution Date) and, in each case, shall not be sold or disposed of prior to
its maturity. All such Permitted Investments shall be made in the name of the
Trustee, for the benefit of the Certificateholders. All Collection Account
Reinvestment Income shall be for the benefit of the Servicer as part of its
Servicing Compensation and shall be retained by it monthly as provided herein.
All income or gain (net of any losses) realized from any funds on deposit in the
Certificate Account shall be at the direction and for the benefit of the
Servicer until 4 Business Days prior to the Distribution Date. Thereafter, all
earnings from funds on deposit in the Certificate Account shall be at the
direction and for the benefit of the Trustee. In each case, such income or gain
shall be additional compensation and shall be retained by the respective party
monthly as provided herein. In the absence of written direction, the Trustee
shall invest such funds for the Servicer in the Wells Fargo Advantage Prime
Investment Money Market Fund as long as it meets the definition of a Permitted
Investment, provided, however, that if such money market fund is not a Permitted
Investment, such funds shall remain uninvested. Notwithstanding the foregoing,
funds received after 1:00 PM on the related Remittance Date shall be invested on
the next Business Day. In the case of any loss of principal incurred in respect
to any such Permitted Investment made with funds deposited in the Certificate
Account for the benefit of the Trustee or the Servicer, immediately upon
realization of such loss, the Trustee or the Servicer, as applicable, shall
promptly deposit in the Certificate Account the amount of any such loss. The
amount of any losses realized in the Collection Account incurred in the account
in respect of any such investments shall promptly be deposited by the Servicer
in the Collection Account.

            (e) The Servicer shall give notice to the Trustee of any proposed
change of the location of the Collection Account maintained by the Servicer not
later than 30 days and not more than 45 days prior to any change thereof. The
Trustee shall give notice to the Servicer, each Rating Agency and the Depositor
of any proposed change of the location of the Certificate Account not later than
30 days after and not more than 45 days prior to any change thereof. The
creation of the Collection Account shall be evidenced by a certification
substantially in the form of Exhibit F hereto. A copy of such certification
shall be furnished to the Trustee.

            (f) The Trustee shall designate each of the Upper-Tier REMIC
Certificate Sub-Account, 1-A Lower-Tier REMIC Certificate Sub-Account, 2-A
Lower-Tier REMIC Certificate Sub Account and Exchangeable Certificate Grantor
Trust Account as a sub-account of the Certificate Account. On each Distribution
Date (other than the last Distribution Date, if the last Distribution Date is in
connection with a purchase of the assets of a Loan Group by the Servicer), the
Trustee shall, from funds available on deposit in the Certificate Account, be
deemed to deposit into the Upper-Tier REMIC Certificate Sub-Account, the
Lower-Tier Distribution Amount.

            (g) With respect to any remittance received by the Trustee after the
day on which such payment was due, the Servicer shall pay to the Trustee
interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be deposited in the
Certificate Account by the Servicer on the date such late payment is made and
shall cover the period commencing with the day such payment was due and ending
with the Business Day on which such payment is made, both inclusive. Such
interest shall be remitted along with the distribution payable on the next
succeeding Remittance Date. The payment by the Servicer of any such interest
shall not be deemed an extension of time for payment or a waiver of any Event of
Default. Any payment pursuant to this paragraph made by the Servicer to the
Trustee shall be from the Servicer's own funds, without reimbursement therefor.

            Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) To the extent the terms of a Mortgage provide for Escrow
Payments, the Servicer shall establish and maintain one or more accounts (the
"Escrow Accounts"), into which all collections from the Mortgagors (or related
advances from Subservicers) for the payment of ground rents, taxes, assessments,
primary mortgage insurance premiums, fire, flood, and hazard insurance premiums,
water charges, sewer rents and comparable items for the account of the
Mortgagors ("Escrow Payments") shall be deposited and retained. Escrow Accounts
shall be Eligible Accounts. The Servicer shall deposit in the Escrow Accounts on
a daily basis and in no event later than the second Business Day after receipt,
and retain therein, all Escrow Payments collected on account of the Mortgage
Loans, for the purpose of effecting the timely payment of any such items as
required under the terms of this Agreement. Withdrawals of amounts from an
Escrow Account may be made only to (i) effect timely payment of taxes,
assessments, fire, flood, and hazard insurance premiums, and comparable items;
(ii) reimburse the Servicer out of related collections for any Servicing Advance
made by the Servicer pursuant to Section 3.09(c) (with respect to taxes and
assessments) and Section 3.03 (with respect to fire, flood and hazard
insurance); (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest, if required and as described below, to Mortgagors
on balances in the Escrow Account; or (v) clear and terminate the Escrow Account
at the termination of the Servicer's obligations and responsibilities in respect
of the Mortgage Loans under this Agreement in accordance with Section 10.01. As
part of its servicing duties, the Servicer shall pay to the Mortgagors interest
on funds in Escrow Accounts, to the extent required by applicable law and, to
the extent that interest earned on funds in the Escrow Accounts is insufficient,
to pay such interest from its or their own funds, without any reimbursement
therefor. Notwithstanding the foregoing, the Servicer shall not be obligated to
collect Escrow Payments if the related Mortgage Loan does not require such
payments but the Servicer shall nevertheless be obligated to make Servicing
Advances. In the event the Servicer shall deposit in the Escrow Accounts any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Escrow Accounts, any provision to the contrary notwithstanding.

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

            Section 3.10 Access of Trustee to Certain Documentation and
Information Regarding the Mortgage Loans. The Servicer shall afford the Trustee
reasonable access to all records and documentation regarding the Mortgage Loans
and all accounts, insurance information and other matters relating to this
Agreement, such access being afforded without charge, but only upon reasonable
request and during normal business hours at the office designated by the
Servicer.

            Section 3.11 Permitted Withdrawals from the Collection Account and
Certificate Account. (a) The Servicer may from time to time make withdrawals
from the Collection Account, for the following purposes:

            (i) to pay to the Servicer (to the extent not previously retained),
      the Servicing Compensation to which it is entitled pursuant to Section
      3.17;

            (ii) to reimburse the Servicer for unreimbursed Advances (including
      Capitalized Advance Amounts) made by it, such right of reimbursement
      pursuant to this clause (ii) being limited to amounts received on the
      Mortgage Loan(s) relating to which the Advances were made or the
      Capitalized Advance Amounts were created;

            (iii) to reimburse the Servicer for any Nonrecoverable Advance
      previously made, such right of reimbursement pursuant to this clause (iii)
      being limited to amounts received on the Mortgage Loans in the same Loan
      Group as the Mortgage Loan(s) in respect of which such Nonrecoverable
      Advance was made;

            (iv) to reimburse the Servicer for Insured Expenses from the related
      Insurance Proceeds;

            (v) to pay to the purchaser, with respect to each Mortgage Loan or
      REO Property that has been purchased pursuant to Section 2.02 or 2.04, all
      amounts received thereon after the date of such purchase;

            (vi) to reimburse the Servicer, the Mortgage Loan Seller or the
      Depositor for expenses incurred by any of them and reimbursable pursuant
      to Section 7.03;

            (vii) to withdraw any amount deposited in the Collection Account and
      not required to be deposited therein;

            (viii) on or prior to the Remittance Date, to withdraw an amount
      equal to the related Pool Distribution Amount for such Distribution Date,
      to the extent on deposit, and remit such amount in immediately available
      funds to the Trustee for deposit in the Certificate Account; and

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

            The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account pursuant to clauses (i), (ii), (iv) and
(v). The Servicer shall keep and maintain such separate accounting for each Loan
Group. Prior to making any withdrawal from the Collection Account pursuant to
clause (iii), the Servicer shall deliver to the Trustee an Officer's Certificate
of a Servicing Officer indicating the amount of any previous Advance determined
by the Servicer to be a Nonrecoverable Advance and identifying the related
Mortgage Loan(s) and their respective portions of such Nonrecoverable Advance.
The Servicer shall notify the Depositor and the Trustee of the amount, purpose
and party paid pursuant to clause (vi) above.

            (b) The Trustee shall be deemed to withdraw funds from the
applicable Certificate Account sub-accounts for distributions to
Certificateholders in the manner specified in this Agreement. In addition, the
Trustee may from time to time make withdrawals from the Certificate Account for
the following purposes:

            (i) to pay to itself as additional compensation earnings on or
      investment income with respect to funds in the Certificate Account and any
      other amounts due to it under this Agreement (including without limitation
      any amounts pursuant to Section 5.09(g) and Section 9.11) for the related
      Distribution Date;

            (ii) to withdraw and return to the Servicer any amount deposited in
      the Certificate Account and not required to be deposited therein; and

            (iii) to clear and terminate the Certificate Account upon
      termination of this Agreement pursuant to Section 10.01.

            The Trustee shall notify the Depositor and the Servicer of the
amount and purpose of any payments made pursuant to clause (i) above (other than
any earnings or investment income with respect to funds in the Certificate
Account).

            (c) On each Distribution Date, funds on deposit in the Certificate
Account and deemed to be on deposit in the Upper-Tier REMIC Certificate
Sub-Account shall be used to make payments on the Regular Certificates and the
Class 1-A-R Certificate (in respect of the Class R-U Interest) as provided in
Sections 5.01 and 5.02. The Certificate Account shall be cleared and terminated
upon termination of this Agreement pursuant to Section 10.01.

            Section 3.12 Title, Management and Disposition of REO Property. With
respect to any REO Property, the deed or certificate of sale shall be taken in
the name of the Trustee for the benefit of the Certificateholders, or its
nominee, on behalf of the Certificateholders. The Trustee's name shall be placed
on the title to such REO Property solely as the Trustee hereunder and not in its
individual capacity. The Servicer shall ensure that the title to such REO
Property references this Agreement and the Trustee's capacity hereunder.
Pursuant to its efforts to sell such REO Property, the Servicer shall either
itself or through an agent selected by the Servicer manage, conserve, protect
and operate such 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. Incident to its conservation and protection of the interests of the
Certificateholders, the Servicer may rent the same, or any part thereof, as the
Servicer deems to be in the best interest of the Certificateholders for the
period prior to the sale of such REO Property. The Servicer shall prepare for
and deliver to the Trustee a statement with respect to each REO Property that
has been rented, if any, showing the aggregate rental income received and all
expenses incurred in connection with the management and maintenance of such REO
Property at such times as is necessary to enable the Trustee to comply with the
reporting requirements of the REMIC Provisions; provided, however, that the
Servicer shall have no duty to rent any REO Property on behalf of the Trust. The
net monthly rental income, if any, from such REO Property shall be deposited in
the Collection Account no later than the close of business on each Determination
Date. The Servicer shall perform, with respect to the Mortgage Loans, the tax
reporting and withholding required by Sections 1445 and 6050J of the Code with
respect to foreclosures and abandonments, the tax reporting required by Section
6050H of the Code with respect to the receipt of mortgage interest from
individuals and, if required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by preparing such
tax and information returns as may be required, in the form required.

            If the Trust acquires any Mortgaged Property as described above or
otherwise in connection with a default or a default which is reasonably
foreseeable on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property prior to the end of the third calendar year following the year of its
acquisition by the Trust (such period, the "REO Disposition Period") unless (A)
the Trustee shall have been supplied by the Servicer with an Opinion of Counsel
to the effect that the holding by the Trust of such Mortgaged Property
subsequent to the REO Disposition Period will not result in the imposition of
taxes on "prohibited transactions" (as defined in Section 860F of the Code) on
any REMIC created hereunder or cause any such REMIC created hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding, or (B) the
Trustee (at the Servicer's expense) or the Servicer shall have applied for,
prior to the expiration of the REO Disposition Period, an extension of the REO
Disposition Period in the manner contemplated by Section 856(e)(3) of the Code.
If such an Opinion of Counsel is provided or such an exemption is obtained, the
Trust may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel) for the applicable period. Notwithstanding
any other provision of this Agreement, no Mortgaged Property acquired by the
Trust shall be rented (or allowed to continue to be rented) or otherwise used
for the production of income by or on behalf of the Trust in such a manner or
pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or (ii) subject any REMIC created hereunder to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Servicer has
agreed to indemnify and hold harmless the Trust with respect to the imposition
of any such taxes. The Servicer shall identify to the Trustee any Mortgaged
Property relating to a Mortgage Loan held by the Trust for 30 months for which
no plans to dispose of such Mortgaged Property by the Servicer have been made.
After delivery of such identification, the Servicer shall proceed to dispose of
any such Mortgaged Property by holding a commercially reasonable auction for
such property.

            The income earned from the management of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such management and net of unreimbursed
Servicing Fees, unreimbursed Periodic Advances, unreimbursed Capitalized Advance
Amounts and unreimbursed Servicing Advances, shall be applied to the payment of
principal of and interest on the related defaulted Mortgage Loans (solely for
the purposes of allocating principal and interest, interest shall be treated as
accruing as though such Mortgage Loans were still current) and all such income
shall be deemed, for all purposes in this Agreement, to be payments on account
of principal and interest on the related Mortgage Notes and shall be deposited
into the Collection Account. To the extent the net income received during any
calendar month is in excess of the amount attributable to amortizing principal
and accrued interest at the related Mortgage Interest Rate on the related
Mortgage Loan for such calendar month, such excess shall be considered to be a
partial prepayment of principal of the related Mortgage Loan.

            Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. (a) The Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause, if any, applicable thereto; provided, however,
that the Servicer shall not exercise any such rights if prohibited by law from
doing so. If the Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, or if any of the other conditions set
forth in the proviso to the preceding sentence apply, the Servicer will enter
into an assumption and modification agreement from or with the person to whom
such property has been conveyed or is proposed to be conveyed, pursuant to which
such person becomes liable under the Mortgage Note and, to the extent permitted
by applicable state law, the Mortgagor remains liable thereon. The Servicer is
also authorized to enter into a substitution of liability agreement with such
person, pursuant to which the original Mortgagor is released from liability and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless such
person satisfies the then current underwriting criteria of the Servicer for
mortgage loans similar to the Mortgage Loans. In connection with any assumption
or substitution, the Servicer shall apply such underwriting standards and follow
such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Servicer shall not take or enter into any assumption and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected by
the Servicer in respect of an assumption or substitution of liability agreement
will be retained by the Servicer as additional Servicing Compensation. In
connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Interest Rate and the amount
of the Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Servicer shall notify the Trustee that any
such substitution or assumption agreement has been completed by forwarding to
the Trustee the executed original of such substitution or assumption agreement,
which document shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof.

            (b) Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatever. For purposes of this Section 3.13, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

            Section 3.14 Realization Upon Defaulted Mortgage Loans. The Servicer
shall use its best efforts, consistent with Customary Servicing Procedures, to
foreclose upon or otherwise comparably convert the ownership of Mortgaged
Properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments. The Servicer shall be responsible for all costs and
expenses incurred by it in any such proceedings; provided, however, that such
costs and expenses will be recoverable as Servicing Advances by the Servicer as
contemplated in Sections 3.11 and 3.20. The foregoing is subject to the
provision that, in any case in which a Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Servicer shall not be required to expend its
own funds toward the restoration of such property unless it shall determine in
its discretion that such restoration will increase the proceeds of liquidation
of the related Mortgage Loan after reimbursement to itself for such expenses.

            (a) Notwithstanding the foregoing provisions of this Section 3.14 or
any other provision of this Agreement, with respect to any Mortgage Loan as to
which the Servicer has received actual notice of, or has actual knowledge of,
the presence of any toxic or hazardous substance on the related Mortgaged
Property, the Servicer shall not, on behalf of the Trust, either (i) obtain
title to such Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trust, the Trustee or the Certificateholders would be considered to hold
title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Servicer has also previously
determined, based on its reasonable judgment and a prudent report prepared by an
Independent Person who regularly conducts environmental audits using customary
industry standards, that:

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

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

            The cost of the environmental audit report contemplated by this
Section 3.14 shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed therefor from the Collection Account, such right of
reimbursement being prior to the rights of Certificateholders to receive any
amount in the Collection Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.

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

            (b) The proceeds from any liquidation of a Mortgage Loan, as well as
any income from an REO Property, will be applied in the following order of
priority: first, to reimburse the Servicer for any related unreimbursed
Servicing Advances and Servicing Fees; second, to reimburse the Servicer for any
unreimbursed Periodic Advances and unreimbursed Capitalized Advance Amounts and
to reimburse the Collection Account for any Nonrecoverable Advances (or portions
thereof) that were previously withdrawn by the Servicer pursuant to Section
3.11(a)(iii) that related to such Mortgage Loan; third, to accrued and unpaid
interest (to the extent no Periodic Advance has been made for such amount or any
such Periodic Advance has been reimbursed) on the Mortgage Loan or related REO
Property, at the Mortgage Interest Rate to the Due Date occurring in the month
in which such amounts are required to be distributed; and fourth, as a recovery
of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation
of a Liquidated Mortgage Loan will be retained by the Servicer as additional
Servicing Compensation pursuant to Section 3.17.

            Section 3.15 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee (or, at the
direction of the Trustee, the Custodian) by delivering, or causing to be
delivered, two copies (one of which will be returned to the Servicer with the
Mortgage File) of a Request for Release (which may be delivered in an electronic
format acceptable to the Trustee and the Servicer). Upon receipt of such
request, the Trustee or the Custodian, as applicable, shall within seven
Business Days release the related Mortgage File to the Servicer. The Trustee
shall deliver to the Servicer the Mortgage Note with written evidence of
cancellation thereon. If the Mortgage has been recorded in the name of MERS or
its designee, the Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS. Expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the related Mortgagor. From time to time and as shall be appropriate for the
servicing or foreclosure of any Mortgage Loan, including for such purpose
collection under any policy of flood insurance, any fidelity bond or errors or
omissions policy, or for the purposes of effecting a partial release of any
Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee or the Custodian, as applicable,
shall, upon delivery to the Trustee (or, at the direction of the Trustee, the
Custodian) of a Request for Release signed by a Servicing Officer, release the
Mortgage File within seven Business Days to the Servicer. Subject to the further
limitations set forth below, the Servicer shall cause the Mortgage File so
released to be returned to the Trustee or the Custodian, as applicable, when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan is
liquidated and the proceeds thereof are deposited in the Collection Account, in
which case the Servicer shall deliver to the Trustee or the Custodian, as
applicable, a Request for Release, signed by a Servicing Officer.

            Upon prepayment in full of any Mortgage Loan or the receipt of
notice that funds for such purpose have been placed in escrow, the Servicer
shall give an instrument of satisfaction (or Assignment of Mortgage without
recourse) regarding the Mortgaged Property relating to such Mortgage Loan, which
instrument of satisfaction or Assignment of Mortgage, as the case may be, shall
be delivered to the Person entitled thereto against receipt of the prepayment in
full. If the Mortgage is registered in the name of MERS or its designee, the
Servicer shall take all necessary action to reflect the release on the records
of MERS. In lieu of executing such satisfaction or Assignment of Mortgage, or if
another document is required to be executed by the Trustee, the Servicer may
deliver or cause to be delivered to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale or other documents necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.

            Section 3.16 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee. The Servicer shall transmit to the Trustee
or, at the direction of the Trustee, the Custodian as required by this Agreement
all documents and instruments in respect of a Mortgage Loan coming into the
possession of the Servicer from time to time and shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
Mortgage Loan. The documents constituting the Servicing File shall be held by
the Servicer as custodian and bailee for the Trustee. 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, including but not limited to, any funds
on deposit in the Collection Account, shall be held by the Servicer for and on
behalf of the Trustee and shall be and remain the sole and exclusive property of
the Trustee, subject to the applicable provisions of this Agreement. The
Servicer also agrees that it shall not knowingly create, incur or subject any
Mortgage File or any funds that are deposited in the Collection Account,
Certificate Account or any Escrow Account, or any funds that otherwise are or
may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by the Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that the Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to the Servicer under this
Agreement.

            Section 3.17 Servicing Compensation. The Servicer shall be entitled
out of each payment of interest on a Mortgage Loan (or portion thereof) and
included in the Trust Estate to retain or withdraw from the Collection Account
an amount equal to the Servicing Fee for such Distribution Date; provided,
however, that the aggregate Servicing Fee for the Servicer relating to the
Mortgage Loans in a Loan Group shall be reduced (but not below zero) by an
amount equal to the Compensating Interest for such Loan Group.

            Any additional Servicing Compensation shall be retained by the
Servicer to the extent not required to be deposited in the Collection Account
pursuant to Section 3.08(b). The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and shall
not be entitled to reimbursement therefor except as specifically provided in
this Agreement.

            Section 3.18 Annual Statement as to Compliance. The Trustee and the
Servicer shall deliver, and the Servicer shall cause each Additional Servicer
engaged by it to deliver, in electronic form to the Depositor and each Rating
Agency on or before March 5 of each year or if such day is not a Business Day,
the next Business Day (with a 10 calendar day cure period, but in no event later
than March 15), followed by a hard copy within 10 calendar days, commencing in
March 2009, a certificate in the form required by Item 1123 of Regulation AB, to
the effect that (i) an authorized officer of the Trustee, the Servicer or the
Additional Servicer, as the case may be, has reviewed (or a review has been made
under his or her supervision of) such party's activities under this Agreement or
such other applicable agreement in the case of an Additional Servicer, during
the prior calendar year or portion thereof and (ii) to the best of such
officer's knowledge, based on such review, such party has fulfilled all of its
obligations under this Agreement, or such other applicable agreement in the case
of an Additional Servicer, in all material respects throughout the prior
calendar year or portion thereof or, if there has been a failure to fulfill any
such obligation in any material respect, specifying each such failure known to
such officer and the nature and status thereof. Promptly after receipt of each
such certificate, the Depositor shall review such certificate and, if
applicable, consult with the Servicer and the Trustee as to the nature of any
failure to fulfill any obligation under the Agreement, or such other applicable
agreement in the case of an Additional Servicer, in any material respect.

            Section 3.19 Assessments of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports. (a) Each of the Servicer and the Trustee,
at its own expense, shall furnish, and shall cause any Servicing Function
Participant engaged by it to furnish, at such party's expense, to the Depositor
in electronic form, not later than March 5 of each year or if such day is not a
Business Day, the next Business Day (with a 10 calendar day cure period, but in
no event later than March 15), followed by a hard copy within 10 calendar days,
commencing in March 2009, a report on an assessment of compliance with the
Servicing Criteria applicable to it that contains (A) a statement by such party
of its responsibility for assessing compliance with the Servicing Criteria
applicable to it, (B) a statement that such party used the Servicing Criteria to
assess compliance with the Servicing Criteria applicable to it, (C) such party's
assessment of compliance with the Servicing Criteria applicable to it as of and
for the fiscal year covered by the Form 10-K required to be filed pursuant to
Section 3.22, including, if there has been any material instance of
noncompliance with the Servicing Criteria applicable to it, an identification of
each such failure and the nature and status thereof, and (D) a statement that a
registered public accounting firm has issued an attestation report on such
party's assessment of compliance with the Servicing Criteria applicable to such
party as of and for such period; provided, however that no such assessment shall
be required with respect to any Servicing Function Participant who would not be
considered a separate "party participating in the servicing function" for
purposes of Item 1122 of Regulation AB, as then interpreted by the Securities
and Exchange Commission. In the event of any disagreement among any of the
parties hereto regarding the application of the Securities and Exchange
Commission's interpretation to a particular Servicing Function Participant, the
determination of the Servicer shall be binding.

            Each such assessment of compliance report shall be addressed to the
Depositor and signed by an authorized officer of the applicable party, and shall
address each of the Relevant Servicing Criteria set forth on Exhibit Q hereto,
or as set forth in the notification furnished to the Depositor pursuant to
Section 3.19(c). The Servicer and the Trustee hereby acknowledge and agree that
their respective assessments of compliance will cover the items identified on
Exhibit Q hereto as being covered by such party. The parties to this Agreement
acknowledge that where a particular Servicing Criterion has multiple components,
each party's assessment of compliance (and related attestation of compliance)
will relate only to those components that are applicable to such party. Promptly
after receipt of each such report on assessment of compliance, the Depositor
shall review each such report and, if applicable, consult with the Servicer or
the Trustee as to the nature of any material instance of noncompliance with the
Servicing Criteria applicable to it (or any Servicing Function Participant
engaged or utilized by the Servicer or the Trustee, as applicable).

            (b) Each of the Servicer and the Trustee, at its own expense, shall
cause, and shall cause any Servicing Function Participant engaged by it from
which an assessment of servicing compliance is required pursuant to Section
3.19(a), at such party's expense, to cause, not later than March 5 of each year
or if such day is not a Business Day, the next Business Day (with a 10 calendar
day cure period, but in no event later than March 15), commencing in March 2009,
a registered public accounting firm (which may also render other services to the
Servicer, the Trustee, or such other Servicing Function Participants, as the
case may be) and that is a member of the American Institute of Certified Public
Accountants to furnish electronically a report to the Depositor (with a hard
copy to follow within 10 calendar days), to the effect that (i) it has obtained
a representation regarding certain matters from the management of such party,
which includes an assertion that such party has complied with the Servicing
Criteria applicable to it, and (ii) on the basis of an examination conducted by
such firm in accordance with standards for attestation engagements issued or
adopted by the Public Company Accounting Oversight Board, it is expressing an
opinion as to whether such party's assessment of compliance with the Servicing
Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such party's assessment of compliance with the
Servicing Criteria. In the event that an overall opinion cannot be expressed,
such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Such report must be available for general use
and not contain restricted use language. If requested by the Depositor, such
report shall contain or be accompanied by a consent of such accounting firm to
inclusion or incorporation of such report in the Depositor's registration
statement on Form S-3 relating to the Offered Certificates and the Form 10-K for
the Trust.

            Promptly after receipt of each such accountants' attestation report,
the Depositor shall review the report and, if applicable, consult with the
Servicer or the Trustee if such report (i) states that a party's assessment of
compliance was not fairly stated in any material respect or (ii) is unable to
state an overall opinion.

            (c) No later than 30 days following the end of each fiscal year for
the Trust for which a Form 10-K is required to be filed, (i) the Servicer shall
forward to the Depositor the name of each Servicing Function Participant engaged
by it and what Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant and (ii) the
Trustee shall forward to the Depositor the name of each Servicing Function
Participant engaged by it and what Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function
Participant, in each case to the extent of any change from the prior year's
notice, if any.

            (d) Beginning with fiscal year 2009 and thereafter, none of the
Servicer, the Trustee or any Servicing Function Participant engaged by such
parties shall be required to deliver or cause the delivery of any such
assessments or attestation reports until April 15 of the following year unless
such party has received written notice from the Depositor that a Form 10-K is
required to be filed in respect of the Trust for the preceding fiscal year.

            Section 3.20 Advances. The Servicer shall determine on or before
each Servicer Advance Date whether it is required to make a Periodic Advance
pursuant to the definition thereof. If the Servicer determines it is required to
make a Periodic Advance, it shall, on or before the Servicer Advance Date,
either (a) deposit into the Collection Account an amount equal to the Advance
and/or (b) make an appropriate entry in its records relating to the Collection
Account that any portion of the Amount Held for Future Distribution with respect
to a Loan Group in the Collection Account has been used by the Servicer in
discharge of its obligation to make any such Periodic Advance on a Mortgage Loan
in such Loan Group. Any funds so applied shall be replaced by the Servicer by
deposit in the Collection Account no later than the close of business on the
Business Day preceding the next Servicer Advance Date. The Servicer shall be
entitled to be reimbursed from the Collection Account for all Advances
(including Capitalized Advance Amounts) of its own funds made pursuant to this
Section 3.20 as provided in Section 3.11(a). The obligation to make Periodic
Advances with respect to any Mortgage Loan shall continue until the ultimate
disposition of the REO Property or Mortgaged Property relating to such Mortgage
Loan. The Servicer shall inform the Trustee of the amount of the Periodic
Advance to be made by the Servicer with respect to each Loan Group on each
Servicer Advance Date no later than the related Remittance Date.

            The Servicer shall deliver to the Trustee on the related Servicer
Advance Date an Officer's Certificate of a Servicing Officer indicating the
amount of any proposed Periodic Advance determined by the Servicer to be a
Nonrecoverable Advance. Notwithstanding anything to the contrary, the Servicer
shall not be required to make any Periodic Advance or Servicing Advance that
would be a Nonrecoverable Advance.

            Section 3.21 Modifications, Waivers, Amendments and Consents. (a)
Subject to this Section 3.21, the Servicer may agree to any modification,
waiver, forbearance, or amendment of any term of any Mortgage Loan without the
consent of the Trustee or any Certificateholder. All modifications, waivers,
forbearances or amendments of any Mortgage Loan shall be in writing and shall be
consistent with Customary Servicing Procedures.

            (b) The Servicer shall not agree to enter into, and shall not enter
into, any modification, waiver (other than a waiver referred to in Section 3.13,
which waiver, if any, shall be governed by Section 3.13), forbearance or
amendment of any term of any Mortgage Loan if such modification, waiver,
forbearance, or amendment would:

            (i) forgive principal owing under such Mortgage Loan or permanently
      reduce the interest rate on such Mortgage Loan;

            (ii) affect the amount or timing of any related payment of
      principal, interest or other amount payable thereunder;

            (iii) in the Servicer's judgment, materially impair the security for
      such Mortgage Loan or reduce the likelihood of timely payment of amounts
      due thereon; or

            (iv) otherwise constitute a "significant modification" within the
      meaning of Treasury Regulations Section 1.860G-2(b);

unless (A) the Mortgagor is in default with respect to the Mortgage Loan or such
default is, in the judgment of the Servicer, reasonably foreseeable, and (B) the
Servicer has reasonably determined that such modification, waiver, forbearance
or amendment is in the best interests of the Certificateholders in the
aggregate. Notwithstanding the foregoing, the Servicer shall not permit any
modification with respect to any Mortgage Loan that would (x) effect an exchange
or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury
Regulations, (y) cause any REMIC created hereunder to fail to qualify as a REMIC
under the Code or the imposition of any tax on "prohibited transactions" or
"contributions" after the Startup Day under the REMIC Provisions or, (z) extend
the final maturity date with respect to any Mortgage Loan in a Loan Group beyond
the Final Scheduled Maturity Date for the Certificates in the Related Group. For
the avoidance of doubt, a modification, waiver, forbearance, or amendment shall
be deemed to be in the best interests of the Certificateholders if the Servicer
determines that such modification, waiver, forbearance or amendment is
reasonably likely to increase the proceeds of the related Mortgage Loan over the
amount expected to be collected pursuant to foreclosure. Subject to Customary
Servicing Procedures, the Servicer may permit a forbearance for a Mortgage Loan
which in the Servicer's judgment is subject to imminent default.

            (c) The Servicer may, as a condition to granting any request by a
Mortgagor for consent, modification, waiver, forbearance or amendment, the
granting of which is within the Servicer's discretion pursuant to the Mortgage
Loan and is permitted by the terms of this Agreement, require that such
Mortgagor pay to the Servicer, as additional Servicing Compensation, a
reasonable or customary fee for the additional services performed in connection
with such request, together with any related costs and expenses incurred by the
Servicer, which amount shall be retained by the Servicer as additional Servicing
Compensation.

            (d) The Servicer shall notify the Depositor and the Trustee, in
writing, of any modification, waiver, forbearance or amendment of any term of
any Mortgage Loan and the date thereof, and shall deliver to the Trustee (or, at
the direction of the Trustee, the Custodian) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification,
waiver, forbearance or amendment, promptly (and in any event within ten Business
Days) following the execution thereof; provided, however, that if any such
modification, waiver, forbearance or amendment is required by applicable law to
be recorded, the Servicer (i) shall deliver to the Trustee a copy thereof and
(ii) shall deliver to the Trustee such document, with evidence of notification
upon receipt thereof from the public recording office.

            Section 3.22 Reports to the Securities and Exchange Commission. (a)
The Trustee, the Mortgage Loan Seller and the Servicer shall reasonably
cooperate with the Depositor to enable the Depositor to satisfy its reporting
requirements under the Exchange Act and the parties hereto shall reasonably
cooperate to enable the Securities and Exchange Commission requirements with
respect to the Depositor to be met in the event that the Securities and Exchange
Commission issues additional interpretive guidelines or promulgates rules or
regulations, or in the event of any other change of law that would require
reporting arrangements or the allocation of responsibilities with respect
thereto, as described in this Section 3.22, to be conducted or allocated in a
different manner. Without limiting the generality of the foregoing, the
Depositor shall prepare any Current Reports on Form 8-K (each, a "Form 8-K"),
Distribution Reports on Form 10-D (each, a "Form 10-D") and Annual Reports on
Form 10-K (each, a "Form 10-K") as required by the Exchange Act and the rules
and regulations of the Securities and Exchange Commission thereunder, the
Servicer or the Depositor shall sign such forms (other than Form 8-Ks) or the
Depositor shall sign such Form 8-Ks, and the Depositor shall file (via the
Securities and Exchange Commission's Electronic Data Gathering and Retrieval
System) such forms.

            (b) Each Form 10-D shall be filed by the Depositor within 15 days
after each Distribution Date and will include a copy of the monthly statement to
Certificateholders delivered pursuant to Section 5.04(b) (each, a "Distribution
Date Statement") for such Distribution Date as an exhibit thereto (which such
Distribution Date Statement shall be made available by the Trustee to the
Depositor in accordance with Section 5.04(b)). In addition, the Depositor shall
include under Item 1 of each Form 10-D any information required by Item 1121 of
Regulation AB to the extent relevant that is not included on the Distribution
Date Statement. Any information in addition to the Distribution Date Statement
and any other information required by Item 1121 of Regulation AB ("Additional
Form 10-D Information") shall be determined by the party preparing such
information as set forth on Exhibit R-1 hereto and the Depositor shall compile
such information pursuant to the following paragraph.

            As set forth on Exhibit R-1 hereto, within 5 calendar days after the
related Distribution Date, certain parties hereto shall be required to provide
to the Depositor, to the extent known by such parties, in EDGAR-compatible
format, or in such other form as otherwise agreed upon by the Depositor and such
party, (i) any Additional Form 10-D Information, if applicable and (ii) the
Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Additional Form 10-D Information.

            After preparing the Form 10-D, the Depositor shall forward
electronically a draft copy of the Form 10-D to the Servicer for review. No
later than 2 Business Days prior to the 15th calendar day after the related
Distribution Date, the Servicer shall sign the Form 10-D and return an
electronic or fax copy of such signed Form 10-D (with an original executed hard
copy to immediately follow) to the Depositor. If a Form 10-D cannot be filed on
time or if a previously filed Form 10-D needs to be amended, the Depositor will
follow the procedures set forth in Section 3.22(e).

            (c) On or before 90 days after the end of each fiscal year of the
Trust (or such earlier date as may be required by the Exchange Act and the rules
and regulations of the Securities and Exchange Commission) (the "10-K Filing
Deadline") commencing in 2009, the Depositor shall file a Form 10-K, in form and
substance as required by applicable law or applicable Securities and Exchange
Commission staff interpretations. Each such Form 10-K shall include the
following items, in each case to the extent they have been delivered to the
Depositor within the applicable time frames set forth in this Agreement: (i) an
annual compliance statement for the Trustee, the Servicer and each Additional
Servicer, as described under Section 3.18, (ii)(A) the annual reports on
assessment of compliance with Servicing Criteria for the Servicer, the Trustee
and each Servicing Function Participant, as described under Section 3.19, and
(B) if the Servicer's, the Trustee's or each Servicing Function Participant's
report on assessment of compliance with Servicing Criteria described under
Section 3.19 identifies any material instance of noncompliance or is not
included, disclosure identifying such instance of noncompliance or disclosure
that such report is not included and an explanation thereof, as the case may be,
(iii)(A) the registered public accounting firm attestation report for the
Servicer, the Trustee and each Servicing Function Participant, as described
under Section 3.19, and (B) if any registered public accounting firm attestation
report described under Section 3.19 identifies any material instance of
noncompliance or is not included, disclosure identifying such instance of
noncompliance or disclosure that such report is not included and an explanation
thereof, as the case may be, and (iv) a Certification as described in this
Section 3.22(c). Any information in addition to (i) through (iv) above that is
required to be included on Form 10-K ("Additional Form 10-K Information") shall
be prepared by the party responsible for preparing such information as set forth
on Exhibit R-2 hereto and the Depositor shall compile such information pursuant
to the following paragraph.

            As set forth on Exhibit R-2 hereto, no later than March 1st of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2009, certain parties to this Agreement shall be required to
provide to the Depositor, to the extent known by such applicable parties, in
EDGAR-compatible format, or in such other form as otherwise agreed upon by the
Depositor and such party, (i) any Additional Form 10-K Information, if
applicable and (ii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Information.

            After preparing the Form 10-K, the Depositor shall forward
electronically a draft copy of the Form 10-K to the Servicer for review. No
later than the close of business on the fourth Business Day prior to the 10-K
Filing Deadline, a senior officer of the Servicer in charge of the servicing
function shall sign the Form 10-K and return an electronic or fax copy of such
signed Form 10-K, together with a signed copy of the certification (the
"Certification") attached hereto as Exhibit O and required to be included with
each Form 10-K pursuant to the Sarbanes-Oxley Act of 2002, as amended (with an
original executed hard copy of each to follow by overnight mail) to the
Depositor. If a Form 10-K cannot be filed on time or if a previously filed Form
10-K needs to be amended, the Depositor will follow the procedures set forth in
Section 3.22(e). The parties to this Agreement acknowledge that the performance
by the Depositor of its duties under this Section 3.22(c) relating to the timely
preparation and filing of Form 10-K is contingent upon such parties (and any
Additional Servicer or Servicing Function Participant) strictly observing all
applicable deadlines in the performance of their duties under this Section 3.22,
Section 3.18 and Section 3.19.

            For so long as the Trust is subject to the reporting requirements of
the Exchange Act, the Trustee shall provide to the Servicer, on or before March
5 of each year or if such day is not a Business Day, the next Business Day (with
a 10 calendar day cure period), followed by a hard copy within 10 days,
commencing in March 2009, and otherwise within a reasonable period of time upon
request, a certification in the form attached hereto as Exhibit P. In the event
the Trustee is terminated or resigns pursuant to the terms of this Agreement,
such Trustee shall provide a certification in the form attached hereto as
Exhibit P with respect to the period of time it was subject to this Agreement.
In addition, the Trustee shall indemnify and hold harmless the Depositor, the
Servicer, the Mortgage Loan Seller and the Sponsor and their officers, directors
and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon any inaccuracy in (i)
the assessment of compliance with the Servicing Criteria pursuant to Section
3.19 provided by Trustee or any Servicing Function Participant appointed by the
Trustee and (ii) the certification provided by the Trustee pursuant to this
Section 3.22(c), any breach of the obligations under Sections 3.19 and 3.22(c)
of the Trustee or any Servicing Function Participant appointed by the Trustee or
the Trustee's or such Servicing Function Participant's negligence, bad faith or
willful misconduct in connection therewith. If the indemnification provided for
herein is unavailable or insufficient to hold harmless the Depositor, the
Servicer, the Mortgage Loan Seller and the Sponsor and their officers, directors
and Affiliates, then the Trustee agrees that it shall contribute to the amount
paid or payable by the Depositor, the Servicer, and the Sponsor, any of their
officers, directors or Affiliates as a result of the losses, claims, damages or
liabilities of the Depositor, the Servicer, the Mortgage Loan Seller or the
Sponsor, any of their officers, directors or Affiliates in such proportion as is
appropriate to reflect the relative fault of the Depositor, the Servicer, the
Mortgage Loan Seller and the Sponsor and each of their officers, directors and
Affiliates on the one hand and the Trustee on the other in connection with a
breach of the Trustee's obligations under this Section 3.22(c) or the Trustee's
negligence, bad faith or willful misconduct in connection therewith.

            (d) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), the
Depositor shall prepare and file on behalf of the Trust any Form 8-K, as
required by the Exchange Act. Any information related to a Reportable Event or
that is otherwise required to be included on Form 8-K (such information, "Form
8-K Information") shall be reported to the Depositor by the parties set forth on
Exhibit R-3 hereto and compiled by the Depositor pursuant to the following
paragraph.

            As set forth on Exhibit R-3 hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than 12:00 noon on
the second Business Day after the occurrence of a Reportable Event certain
parties to this Agreement shall be required to provide to the Depositor, to the
extent known by such applicable parties, in EDGAR-compatible format, or in such
other form as otherwise agreed upon by the Depositor and such party, (i) any
Form 8-K Information, if applicable and (ii) the Depositor will approve, as to
form and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 8-K Information.

            An officer of the Depositor shall sign each Form 8-K. If a Form 8-K
cannot be filed on time or if a previously filed Form 8-K needs to be amended,
the Depositor will follow the procedures set forth in Section 3.22(e).

            (e) In the event that the Depositor is unable to timely file with
the Securities and Exchange Commission all or any required portion of any Form
8-K, Form 10-D or Form 10-K required to be filed by this Agreement because
required information was either not delivered to it or delivered to it after the
delivery deadlines set forth in this Agreement or for any other reason, the
Depositor will immediately notify the Trustee and the Servicer. In the case of
Form 10-D and Form 10-K, the Depositor, Servicer and Trustee will cooperate to
prepare and file a Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act. In
the case of Form 8-K, the Depositor will, upon receipt of all information
required to be included on Form 8-K, include such disclosure in the filing of
such Form 8-K or include such disclosure on the next Form 10-D. Within 5
calendar days following the original due date of the Form 10-D, the Depositor
shall prepare and file the related Form 10-D. Within 15 calendar days following
the original due date of the Form 10-K, the Depositor shall prepare and file the
related Form 10-K. In the event that any previously filed Form 8-K, Form 10-D or
Form 10-K needs to be amended, the party to this Agreement deciding that an
amendment to such Form 8-K, Form 10-D or Form 10-K is required will notify the
Depositor, the Trustee and the Servicer and such parties will cooperate to
prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or
any amendment to Form 10-D or Form 10-K shall be signed by a senior officer of
the Servicer in charge of the servicing function. Any amendment to Form 8-K or
any Form 15 (as described in Section 3.22(g)) shall be signed by an officer of
the Depositor.

            (f) [Reserved]

            (g) The obligations set forth in paragraphs (a) through (f) of this
Section shall only apply with respect to periods for which the Depositor is
obligated to file reports on Form 8-K, 10-D or 10-K. On or prior to January 30th
of the first year in which the Depositor is permitted to do so under Section
15(d) of the Exchange Act and other applicable law and regulations, the
Depositor shall prepare and file with the Securities and Exchange Commission a
Form 15 Suspension Notification with respect to the Trust. At any time after the
filing of a Form 15 Suspension Notification, if the number of Certificateholders
of record exceeds the number set forth in Section 15(d) of the Exchange Act or
the regulations promulgated pursuant thereto which would cause the Trust to
again become subject to the reporting requirements of the Exchange Act, the
Depositor shall recommence preparing and filing reports on Form 10-D and 10-K as
required pursuant to this Section and the parties hereto will again have the
obligations set forth in paragraphs (a) through (f) of this Section.

            (h) The Trustee, the Servicer and the Mortgage Loan Seller shall
notify the Depositor of any proceedings of the type described in Item 1117 of
Regulation AB, together with a description thereof, within five Business Days of
any such party's knowledge thereof. In addition, the Trustee, the Servicer and
the Mortgage Loan Seller shall notify the Depositor of any affiliations or
relationships that develop following the Closing Date between the Depositor, the
Trustee, the Servicer or the Mortgage Loan Seller and any of parties listed in
Item 1119 of Regulation AB, together with a description thereof, within five
Business Days of any such party's knowledge thereof.

            Section 3.23 Buy-Down Account; Application of Buy-Down Funds. In
addition to the Collection Account, if any of the Mortgage Loans are Buy-Down
Mortgage Loans, the Servicer shall establish and maintain a Buy-Down Account,
which is not part of the Trust Estate, and shall deposit therein all Buy-Down
Funds not later than the Business Day following the day of receipt and posting
by the Servicer. The Servicer shall account for the deposits to and withdrawals
from the Buy-Down Account. Notwithstanding the foregoing, the Servicer is
permitted to commingle the Buy-Down Funds in one Buy-Down Account. The Servicer
shall invest the funds in the Buy-Down Account in investments which are
Permitted Investments. All income and gain realized from any such investment, to
the extent not required by the applicable Buy-Down Agreements to be applied to
pay interest on the related Buy-Down Mortgage Loans, shall be for the benefit of
the Servicer. The amount of any losses incurred in respect of such investments
shall be deposited in the Buy-Down Account by the Servicer out of its own funds
immediately as realized.

            With respect to each Buy-Down Mortgage Loan, on the Business Day
next following receipt of the Mortgagor's required monthly payment under the
related Buy-Down Agreement, the Servicer shall withdraw from the Buy-Down
Account and deposit in immediately available funds in the Collection Account an
amount which, when added to such Mortgagor's payment, will equal the full
monthly payment due under the related Mortgage Note.

            Upon termination of a Buy-Down Agreement, no further Buy-Down Funds
relating thereto shall be deposited into the Collection Account, and the
Servicer may withdraw the related Buy-Down Funds which remain in the Buy-Down
Account and distribute such funds as provided by such Buy-Down Agreement.

                                   ARTICLE IV

                              REMITTANCE STATEMENT

            Section 4.01 Statement. Each month, not later than 4:00 noon Eastern
time on the Business Day following each Determination Date, the Servicer shall
deliver to the Trustee, a statement (in substance and format mutually acceptable
to the Servicer and the Trustee) setting forth the information necessary in
order for the Trustee to perform its obligations under this Agreement. The
Trustee may conclusively rely upon the information contained in such statement
for all purposes hereunder and shall have no duty to verify or re-compute any of
the information contained therein.

                                   ARTICLE V

                 PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
                              REMIC ADMINISTRATION

            Section 5.01 Distributions. On each Distribution Date, based solely
on the information provided by the Servicer to the Trustee, the Trustee shall
distribute or be deemed to distribute, as applicable, out of the Certificate
Account or the Upper-Tier REMIC Certificate Sub-Account, as applicable (to the
extent funds are available therein), to each Certificateholder of record on the
related Record Date (other than as provided in Section 10.01 respecting the
final distribution) (a) by check mailed to such Certificateholder entitled to
receive a distribution on such Distribution Date at the address appearing in the
Certificate Register, or (b) upon written request by the Holder of a Certificate
(other than the Residual Certificate), by wire transfer or by such other means
of payment as such Certificateholder and the Trustee shall agree upon, such
Certificateholder's Percentage Interest in the amount to which the related Class
of Certificates is entitled in accordance with the priorities set forth below in
Section 5.02.

            None of the Holders of any Class of Certificates, the Depositor, the
Servicer or the Trustee shall in any way be responsible or liable to Holders of
any Class of Certificates in respect of amounts properly previously distributed
on any such Class.

            With respect to each Distribution Date, in the event that the
Servicer remits funds to the Trustee after the Business Day immediately
preceding such Distribution Date, such funds may not be available for
distribution to Certificateholders on such Distribution Date and, in such case,
such funds will instead be made available to Certificateholders as soon as
practicable thereafter.

            Amounts distributed with respect to any Class of Certificates shall
be applied first to the distribution of interest thereon and then to principal
thereon.

            Section 5.02 Priorities of Distributions. (a) Amounts allocated to a
Class of Exchangeable REMIC Certificates will be made assuming no exchanges have
ever occurred. Exchangeable Certificates will receive distributions in
accordance with Section 5.02(e) and will not be allocated amounts under this
Section 5.02(a). On each Distribution Date, based solely on the information
provided by the Servicer to the Trustee pursuant to Section 4.01, the Trustee
shall withdraw from the Certificate Account (to the extent funds are available
therein) (1) the amount payable to the Trustee pursuant to Section 3.11(b)(ii)
and shall pay such funds to itself, and (2) the Pool Distribution Amount for
each Loan Group, in an amount as specified in written notice received by the
Trustee from the Servicer no later than the Business Day following the related
Determination Date, and shall apply such funds (or be deemed to apply such
funds, as applicable), first to the payment to itself of the amount payable with
respect to such Loan Group pursuant to Section 3.11(b)(i) and then to
distributions on the Certificates (other than the Exchangeable Certificates) in
the following order of priority and to the extent of such funds, paying Group 1
solely from the Pool Distribution Amount for Loan Group 1 and paying Group 2
solely from the Pool Distribution Amount for Loan Group 2, in the following
order of priority and to the extent of such funds:

            (i) concurrently, to each Class of Senior Certificates of such
      Group, pro rata, an amount allocable to interest equal to the Interest
      Distribution Amount for such Class and any shortfall being allocated among
      such Classes in proportion to the amount of the Interest Distribution
      Amount that would have been distributed in the absence of such shortfall;

            (ii) (a) in the case of Group 1, to the Group 1 Senior Certificates
      in an aggregate amount up to the Senior Principal Distribution Amount for
      Loan Group 1, such distribution to be allocated among such Classes in
      accordance with Section 5.02(b); and (b) in the case of Group 2, to the
      Senior Non-PO Certificates of such Group and to the Class 2-PO
      Certificates, pro rata, based on their respective Senior Principal
      Distribution Amount and PO Principal Amount, (A) to the Senior Non-PO
      Certificates of such Group, in an aggregate amount up to the Senior
      Principal Distribution Amount for Loan Group 2, such distribution to be
      allocated among such Classes in accordance with Section 5.02(b) and (B) to
      the Class 2-PO Certificates, in an aggregate amount up to the PO Principal
      Amount;

            (iii) to the Class 2-PO Certificates, any PO Deferred Amount (after
      giving effect to the distribution to the Class 2-PO Certificates of the PO
      Recovery), up to the Subordinate Principal Distribution Amount for Loan
      Group 2 for such Distribution Date from amounts otherwise distributable
      first to the Class 2-B-6 Certificates pursuant to clause (iv)(L) below,
      second to the Class 2-B-5 Certificates pursuant to clause (iv)(J) below,
      third to the Class 2-B-4 Certificates pursuant to clause (iv)(H) below,
      fourth to the Class 2-B-3 Certificates pursuant to clause (iv)(F) below,
      fifth to the Class 2-B-2 Certificates pursuant to clause (iv)(D) below,
      and finally to the Class 2-B-1 Certificates pursuant to clause (iv)(B)
      below;

            (iv) to each Class of Subordinate Certificates, subject to paragraph
      (d) below, in the following order of priority:

                  (A) to the Class 1-B-1 Certificates or Class 2-B-1
            Certificates, as the case may be, an amount allocable to interest
            equal to the Interest Distribution Amount for such Class for such
            Distribution Date;

                  (B) to the Class 1-B-1 Certificates or Class 2-B-1
            Certificates, as the case may be, an amount allocable to principal
            equal to its Pro Rata Share for such Distribution Date less, in the
            case of the Class 2-B-1 Certificates, any amount used to pay the PO
            Deferred Amounts of the Class 2-PO Certificates pursuant to clause
            (iii) above, until the Class Balance thereof has been reduced to
            zero;

                  (C) to the Class 1-B-2 Certificates or Class 2-B-2
            Certificates, as the case may be, an amount allocable to interest
            equal to the Interest Distribution Amount for such Class for such
            Distribution Date;

                  (D) to the Class 1-B-2 Certificates or Class 2-B-2
            Certificates, as the case may be, an amount allocable to principal
            equal to its Pro Rata Share for such Distribution Date less, in the
            case of the Class 2-B-2 Certificates, any amount used to pay the PO
            Deferred Amounts of the Class 2-PO Certificates pursuant to clause
            (iii) above, until the Class Balance thereof has been reduced to
            zero;

                  (E) to the Class 1-B-3 Certificates or Class 2-B-3
            Certificates, as the case may be, an amount allocable to interest
            equal to the Interest Distribution Amount for such Class for such
            Distribution Date;

                  (F) to the Class 1-B-3 Certificates or Class 2-B-3
            Certificates, as the case may be, an amount allocable to principal
            equal to its Pro Rata Share for such Distribution Date less, in the
            case of the Class 2-B-3 Certificates, any amount used to pay the PO
            Deferred Amounts of the Class 2-PO Certificates pursuant to clause
            (iii) above, until the Class Balance thereof has been reduced to
            zero;

                  (G) to the Class 1-B-4 Certificates or Class 2-B-4
            Certificates, as the case may be, an amount allocable to interest
            equal to the Interest Distribution Amount for such Class for such
            Distribution Date;

                  (H) to the Class 1-B-4 Certificates or Class 2-B-4
            Certificates, as the case may be, an amount allocable to principal
            equal to its Pro Rata Share for such Distribution Date less, in the
            case of the Class 2-B-4 Certificates, any amount used to pay the PO
            Deferred Amounts of the Class 2-PO Certificates pursuant to clause
            (iii) above, until the Class Balance thereof has been reduced to
            zero;

                  (I) to the Class 1-B-5 Certificates or Class 2-B-5
            Certificates, as the case may be, an amount allocable to interest
            equal to the Interest Distribution Amount for such Class for such
            Distribution Date;

                  (J) to the Class 1-B-5 Certificates or Class 2-B-5
            Certificates, as the case may be, an amount allocable to principal
            equal to its Pro Rata Share for such Distribution Date less, in the
            case of the Class 2-B-5 Certificates, any amount used to pay the PO
            Deferred Amounts of the Class 2-PO Certificates pursuant to clause
            (iii) above, until the Class Balance thereof has been reduced to
            zero;

                  (K) to the Class 1-B-6 Certificates or Class 2-B-6
            Certificates, as the case may be, an amount allocable to interest
            equal to the Interest Distribution Amount for such Class for such
            Distribution Date; and

                  (L) to the Class 1-B-6 Certificates or Class 2-B-6
            Certificates, as the case may be, an amount allocable to principal
            equal to its Pro Rata Share for such Distribution Date less, in the
            case of the Class 2-B-6 Certificates, any amount used to pay the PO
            Deferred Amounts of the Class 2-PO Certificates pursuant to clause
            (iii) above, until the Class Balance thereof has been reduced to
            zero; and

            (v) to the Holder of the Class 1-A-R Certificate in respect of the
      Class R-U Interest, any amounts remaining in the Upper-Tier REMIC
      Certificate Sub-Account and any remaining Pool Distribution Amounts.

            No Class of Certificates will be entitled to any distributions with
respect to the amount payable pursuant to clause (ii) of the definition of
"Interest Distribution Amount" after its Class Balance or Notional Amount has
been reduced to zero.

            On any Distribution Date, amounts distributed in respect of the PO
Deferred Amounts (including the distribution of the PO Recoveries) will not
reduce the Class Balance of the Class 2-PO Certificates.

            All distributions in respect of the Interest Distribution Amount for
a Class will be applied first with respect to the amount payable pursuant to
clause (i) of the definition of "Interest Distribution Amount," and second with
respect to the amount payable pursuant to clause (ii) of such definition.

            On each Distribution Date, the Trustee shall distribute any
Reimbursement Amount sequentially to the Classes of Certificates (other than
Exchangeable Certificates) then outstanding which bore the loss to which such
Reimbursement Amount relates beginning with the most senior of such Classes of
Certificates, up to, with respect to each Class, the amount of loss borne by
such Class. Any Reimbursement Amount remaining after the application described
in the preceding sentence shall be included in the Pool Distribution Amount for
the applicable Loan Group.

            On each Distribution Date, the Trustee shall distribute any PO
Recovery for the Related Group to the Holders of the Class 2-PO Certificates.

            (vi) Distributions on the Uncertificated Lower-Tier Interests. On
      each Distribution Date, each Uncertificated Lower-Tier Interest (other
      than the Class 2-LIO Interest) shall receive distributions in respect of
      principal in an amount equal to the amount of principal distributed to its
      respective Corresponding Upper-Tier Class or Classes as provided herein.
      On each Distribution Date, each Uncertificated Lower-Tier Interest (other
      than the Class 2-LPO Interest) shall receive distributions in respect of
      interest in an amount equal to the Interest Accrual Amounts and Unpaid
      Interest Shortfalls, as the case may be, in respect of its Corresponding
      Upper-Tier Class or Classes, in each case to the extent actually
      distributed thereon. Such amounts distributed to the Uncertificated
      Lower-Tier Interests in respect of principal and interest with respect to
      any Distribution Date are referred to herein collectively as the
      "Lower-Tier Distribution Amount." Any distributions of principal made to
      the Uncertificated Lower-Tier Interests pursuant to this paragraph shall
      be made from the Group 1 Mortgage Loans to the Uncertificated Lower-Tier
      Interests beginning with the numeral "1" and from the Group 2 Mortgage
      Loans to the Uncertificated Lower-Tier Interests beginning with the
      numeral "2." In addition, after the distributions set forth above, the
      Holder of the Class 1-A-R Certificate shall receive in respect of the
      Class R-L-1-A Interest and Class R-L-2-A Interest, any amounts remaining
      in the 1-A Lower-Tier REMIC Certificate Sub-Account and the 2-A Lower-Tier
      REMIC Certificate Sub-Account, respectively.

            As of any date, the principal balance of each Uncertificated
Lower-Tier Interest (other than the Class 2-LIO Interest) equals the aggregate
of the Class Balances or Notional Amounts of the respective Corresponding
Upper-Tier Class or Classes. The initial principal balance of each
Uncertificated Lower-Tier Interest (other than the Class 2-LIO Interest) equals
the aggregate of the Initial Class Balances or Initial Notional Amounts of the
respective Corresponding Upper-Tier Class or Classes. As of any date, the
notional amount of the Class 2-LIO Interest equals the Class 2-IO Notional
Amount. The initial notional amount of the Class 2-LIO Interest equals the
Initial Notional Amount of the Class 2-IO Certificates.

            The pass-through rate with respect to the Class 1-A-L1 Interest,
Class 1-A-LUR Interest and Class 1-B-L1 Interest shall be the Net WAC of the
Group 1 Mortgage Loans. The pass-through rate with respect to the Class 2-A-L2
Interest, Class 2-LIO Interest and Class 2-B-L1 Interest shall be 6.000% per
annum. The Class 2-LPO Interest is a principal-only interest and is not entitled
to distributions of interest.

            Any Non-Supported Interest Shortfalls and Relief Act Reductions will
be allocated to each Uncertificated Lower-Tier Interest in the same relative
proportions as interest is allocated to such Uncertificated Lower-Tier Interest.
Amounts distributed to the Uncertificated Lower-Tier Interests in respect of
principal and interest with respect to any Distribution Date are referred to
herein collectively as the "Lower-Tier Distribution Amount."

            (b) (i) On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 1, the amount distributable to the Group 1 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution Date, will be
distributed, sequentially, as follows:

            first, to the Class 1-A-R Certificate, until its Class Balance has
been reduced to zero; and

            second, concurrently, to the Class 1-A-1 and Class 1-A-2
Certificates, pro rata, until their Class Balances have been reduced to zero.

            (ii) On each Distribution Date prior to the Senior Credit Support
Depletion Date for Group 2, the amount distributable to the Group 2 Senior
Certificates pursuant to Section 5.02(a)(ii) for such Distribution Date, will be
distributed, concurrently, as follows:

           (A) 94.7331261241% as follows:

            (i) to the Class 2-A-5 Certificates, up to the Class 2-A-5 Priority
            Amount, until their Class Balance has been reduced to zero;

            (ii) to the Class 2-A-3 and Class 2-A-4 Certificates, sequentially,
            in that order, until their Class Balances have been reduced to zero;
            and

            (iii) to the Class 2-A-5 Certificates, until their Class Balance has
            been reduced to zero; and

           (B) 5.2668738759% to the Class 2-A-2 Certificates until their Class
           Balance has been reduced to zero.

            On each Distribution Date on or after the applicable Senior Credit
Support Depletion Date, notwithstanding the allocation and priority set forth
above, the portion of the Pool Distribution Amount with respect to a Loan Group
available to be distributed as principal of the Senior Non-PO Certificates of
the Related Group shall be distributed concurrently, as principal, on such
Classes, pro rata, on the basis of their respective Class Balances until the
Class Balances are reduced to zero.

            The Class 1-A-3 and Class 2-IO Certificates are Interest Only
Certificates and are not entitled to distributions in respect of principal.

            (c) On each Distribution Date, Accrued Certificate Interest for each
Class of Senior Certificates and each Class of Subordinate Certificates of a
Group for such Distribution Date shall be reduced by such Class' pro rata share,
based on such Class' Interest Distribution Amount for such Distribution Date,
without taking into account the allocation made by this Section 5.02(c), of (A)
Non-Supported Interest Shortfalls for the Related Loan Group, (B) on and after
the applicable Senior Credit Support Depletion Date for such Group, any other
Realized Loss on the Mortgage Loans in the Related Loan Group allocable to
interest and (C) Relief Act Reductions incurred on the Mortgage Loans in the
Related Loan Group during the calendar month preceding the month of such
Distribution Date.

            (d) Notwithstanding the priority and allocation contained in Section
5.02(a)(iv), (x) if the Fractional Interest of any Class of Group 1 Subordinate
Certificates on any Distribution Date is less than the Original Fractional
Interest for such Class, no distribution of principal in respect of clause (ii)
of the Subordinate Principal Distribution Amount for Loan Group 1 will be made
to any Classes of Group 1 Subordinate Certificates junior to such Class (for
Group 1, the "Restricted Classes") and (y) if the Fractional Interest of any
Class of Group 2 Subordinate Certificates on any Distribution Date is less than
the Original Fractional Interest for such Class, no distribution of principal
will be made to any Classes of Group 2 Subordinate Certificates junior to such
Class (for Group 2, the "Restricted Classes") and in either case, the Class
Balances of the Restricted Classes of Subordinate Certificates of a Group will
not be used in determining the Pro Rata Share for the Subordinate Certificates
of such Group that are not Restricted Classes. If the aggregate Class Balance of
the Subordinate Certificates of a Group that are not Restricted Classes is
reduced to zero, notwithstanding the previous sentence, any funds remaining will
be distributed sequentially to the Subordinate Certificates of such Group that
are Restricted Classes in order of payment priority (beginning with the Class of
Restricted Certificates of such Group then outstanding highest in order of
payment priority).

            (e) (i) Outstanding Exchangeable Certificates will receive their
proportionate share of distributions in respect of interest allocated to the
Related Exchangeable REMIC Certificates pursuant to Section 5.02(a), 5.02(b)(iv)
and Section 10.01.

            (ii) Outstanding Exchangeable Certificates will receive their
proportionate share of distributions in respect of principal allocated to the
Related Exchangeable REMIC Certificates pursuant to Sections 5.02(b)(i) and
(ii), Section 5.03(d) and Section 10.01.

            (iii) Outstanding Exchangeable Certificates will receive their
proportionate share of any Reimbursement Amount allocated to the Related
Exchangeable REMIC Certificates.

            Section 5.03 Allocation of Losses. (a) On or prior to each
Determination Date, the Servicer shall inform the Trustee in writing with
respect to each Mortgage Loan: (1) whether any Realized Loss is a Deficient
Valuation or a Debt Service Reduction, (2) of the amount of such loss or
Deficient Valuation, or of the terms of such Debt Service Reduction and (3) of
the total amount of Realized Losses on the Mortgage Loans in each Loan Group.
Based on such information, the Trustee shall determine the total amount of
Realized Losses on the Mortgage Loans in each Loan Group with respect to the
related Distribution Date. Realized Losses shall be allocated to the
Certificates (other than Exchangeable Certificates) by a reduction in the Class
Balances of the designated Classes pursuant to Section 5.03(b) below and to the
Exchangeable Certificates as described in Section 5.03(b) below.

            (b) The Class Balance of the Class 2-PO Certificates shall be
reduced on each Distribution Date by the amount, if any, by which the Class
Balance of such Class (after giving effect to the amount to be distributed as a
distribution of principal on such Distribution Date) exceeds the Adjusted Pool
Amount (PO Portion) for Loan Group 2 for such Distribution Date.

            The Class Balance of the Group 1 Subordinate Certificates then
outstanding most subordinate in order of payment priority shall be reduced or
increased on each Distribution Date by the amount, if any, necessary such that
the aggregate of the Class Balances of all outstanding Classes of Group 1 Senior
Certificates and Group 1 Subordinate Certificates equals the Adjusted Pool
Amount for Loan Group 1 for such Distribution Date.

            The Class Balance of the Group 2 Subordinate Certificates then
outstanding most subordinate in order of payment priority shall be reduced or
increased on each Distribution Date by the amount, if any, necessary such that
the aggregate of the Class Balances of all outstanding Classes of Senior Non-PO
Certificates of Group 2 and Group 2 Subordinate Certificates (after giving
effect to the amount to be distributed as a distribution of principal and the
allocation of the PO Deferred Amounts on such Distribution Date) equals the
Adjusted Pool Amount (Non-PO Portion) for Loan Group 2 for such Distribution
Date.

            After the Senior Credit Support Depletion Date for Group 1, the
Class Balances of the Group 1 Senior Certificates in the aggregate shall be
reduced or increased on each Distribution Date by the amount, if any, necessary
such that the aggregate of the Class Balances of all outstanding Classes of
Group 1 Senior Certificates (after giving effect to the amount to be distributed
as a distribution of principal on such Distribution Date) equals the Adjusted
Pool Amount for Loan Group 1 for such Distribution Date. After the Senior Credit
Support Depletion Date for Group 2, the Class Balances of the Senior Non-PO
Certificates of such Group in the aggregate shall be reduced or increased on
each Distribution Date by the amount, if any, necessary such that the aggregate
of the Class Balances of all outstanding Classes of Senior Non-PO Certificates
of such Group (after giving effect to the amount to be distributed as a
distribution of principal on such Distribution Date) equals the Adjusted Pool
Amount (Non-PO Portion) for the Loan Group 2 for such Distribution Date.

            Any such reduction or increase shall be allocated among the Senior
Non-PO Certificates of such Group, based on the Class Balance, immediately prior
to such Distribution Date until the Class Balances thereof have been reduced to
zero.

            Outstanding Exchangeable Certificates will be allocated their
proportionate share of any increase or decrease in the Class Balance of a
Related Exchangeable REMIC Certificate pursuant to this Section 5.03(b).

            (c) Any reduction or increase in the Class Balance of a Class of
Certificates pursuant to Section 5.03(b) above shall be allocated among the
Certificates of such Class in proportion to their respective Percentage
Interests.

            (d) The calculation of the amount to be distributed as principal to
any Class of Subordinate Certificates with respect to a Distribution Date (the
"Calculated Principal Distribution") shall be made prior to the allocation of
any Realized Losses for such Distribution Date; provided, however, the actual
payment of principal to the Classes of Subordinate Certificates shall be made
subsequent to the allocation of Realized Losses for such Distribution Date. In
the event that after the allocation of Realized Losses for a Distribution Date,
the Calculated Principal Distribution for a Class of Subordinate Certificates of
a Group is greater than the Class Balance of such Class, the excess shall be
distributed first, sequentially, to the Classes of Subordinate Certificates then
outstanding of such Group (beginning with the Class of Subordinate Certificates
of such Group then outstanding highest in order of payment priority) until the
respective Class Balance of each such Class is reduced to zero and then to the
Senior Non-PO Certificates of such Group, pro rata, on the basis of their
respective Class Balances.

            (e) After the Senior Credit Support Depletion Date for Group 1, on
any Distribution Date on which the Class 1-A-2 Loss Allocation Amount is greater
than zero, the Class Balance of the Class 1-A-2 Certificates will be reduced by
the Class 1-A-2 Loss Allocation Amount and, notwithstanding Section 5.03(b), the
Class Balance of the Class 1-A-1 Certificates will not be reduced by the Class
1-A-2 Loss Allocation Amount. Notwithstanding the foregoing, on any Distribution
Date in which the Class 1-A-1 Loss Amount exceeds the Class Balance of the Class
1-A-2 Certificates prior to any reduction for the Class 1-A-2 Loss Allocation
Amount, such excess will be distributed in reduction of the Class Balance of the
Class 1-A-1 Certificates. After the Senior Credit Support Depletion Date for
Group 2, on any Distribution Date on which the Class 2-A-2 Loss Allocation
Amount is greater than zero, the Class Balance of the Class 2-A-2 Certificates
will be reduced by the Class 2-A-2 Loss Allocation Amount and, notwithstanding
Section 5.03(b), the Class Balances of the Class 2-A-3, Class 2-A-4 and Class
2-A-5 Certificates will not be reduced by the Class 2-A-2 Loss Allocation
Amount. Notwithstanding the foregoing, on any Distribution Date in which the sum
of the Class 2-A-3 Loss Amount, Class 2-A-4 Loss Amount and Class 2-A-5 Loss
Amount exceeds the Class Balance of the Class 2-A-2 Certificates prior to any
reduction for the Class 2-A-2 Loss Allocation Amount, such excess will be
distributed pro rata, in reduction of the Class Balance of the Class 2-A-3,
Class 2-A-4 and Class 2-A-5 Certificates.

            Any increase in Class Balance allocated to the Class 1-A-1
Certificates pursuant to Section 5.03(b) will instead increase the Class Balance
of the Class 1-A-2 Certificates; and any increase in Class Balance allocated to
the Class 2-A-3, Class 2-A-4 or Class 2-A-5 Certificates pursuant to Section
5.03(b) will instead increase the Class Balance of the Class 2-A-2 Certificates.

            Outstanding Exchangeable Certificates will be allocated their
proportionate share of any increase or decrease in the Class Balance of a
Related Exchangeable REMIC Certificate pursuant to this Section 5.03(e).

            (f) Notwithstanding any other provision of this Section 5.03, no
Class Balance or Maximum Class Balance of a Class will be increased on any
Distribution Date such that the Class Balance or Maximum Class Balance of such
Class exceeds its Initial Class Balance or Maximum Initial Class Balance less
all distributions of principal previously distributed in respect of such Class
on prior Distribution Dates (excluding, in the case of any Class of Group 2
Subordinate Certificates, any principal otherwise payable to such Class but used
to pay any PO Deferred Amount).

            (g) With respect to any Distribution Date, Realized Losses allocated
pursuant to this Section 5.03 will be allocated to each Uncertificated
Lower-Tier Interest as described in Section 5.02(a) in an amount equal to the
Realized Losses allocated to such Uncertificated Lower-Tier Interest's
Corresponding Upper-Tier Class or Classes.

            Section 5.04 Statements to Certificateholders. (a) Prior to the
Distribution Date in each month, based upon (x) the information provided to the
Trustee by the Servicer pursuant to Section 4.01 and (y) with respect to
subsections (xxi) and (xxii) below, after consultation with the Depositor, the
Trustee shall determine the following information with respect to such
Distribution Date:

            (i) the date of such Distribution Date and the Determination Date
      for such Distribution Date;

            (ii) for each Class, the applicable Record Date and Interest Accrual
      Period;

            (iii) for each Class, the amount allocable to principal, separately
      identifying the aggregate amount of any Principal Prepayments and
      Liquidation Proceeds included therein, assuming in the case of a Class of
      Exchangeable REMIC Certificates no exchanges have occurred and in the case
      of a Class of Exchangeable Certificates that all exchanges have occurred;

            (iv) for each Class, the amount allocable to interest, any Class
      Unpaid Interest Shortfall included in such distribution and any remaining
      Class Unpaid Interest Shortfall after giving effect to such distribution,
      assuming in the case of a Class of Exchangeable REMIC Certificates no
      exchanges have occurred and in the case of a Class of Exchangeable
      Certificates that all exchanges have occurred;

            (v) if the distribution to the Holders of such Class of Certificates
      is less than the full amount that would be distributable to such Holders
      if there were sufficient funds available therefor, the amount of the
      shortfall and the allocation thereof as between principal and interest;

            (vi) the Class Balance of each Class of Certificates (other than the
      Exchangeable Certificates) prior to and after giving effect to the
      distribution of principal on such Distribution Date and the Maximum Class
      Balance of each Class of Exchangeable Certificates;

            (vii) for each Loan Group, the Pool Stated Principal Balance for
      such Distribution Date;

            (viii) for each Loan Group, the Senior Percentage and the
      Subordinate Percentage for such Distribution Date;

            (ix) the amount of any lender paid primary mortgage insurance paid
      with respect to each Loan Group and such Distribution Date and the amount
      of the Servicing Fee paid to or retained by the Servicer with respect to
      each Loan Group and such Distribution Date;

            (x) the Pass-Through Rate for each such Class of Certificates with
      respect to such Distribution Date;

            (xi) the amount of Periodic Advances included in the distribution on
      such Distribution Date, the aggregate amount of Periodic Advances
      outstanding as of the close of business on such Distribution Date and the
      amount of Periodic Advances reimbursed since the previous Distribution
      Date;

            (xii) for each Loan Group, the number and aggregate Stated Principal
      Balance of the Mortgage Loans, the Net WAC for Loan Group 1, the ranges of
      Mortgage Interest Rates for the Mortgage Loans, separated by 0.25%, the
      weighted average remaining term to maturity of the Mortgage Loans and the
      cumulative amount of Principal Prepayments, each as of the close of
      business on the last day of the calendar month preceding such Distribution
      Date;

            (xiii) for each Loan Group, the number and aggregate principal
      amounts of Mortgage Loans (A) delinquent (exclusive of Mortgage Loans in
      foreclosure or in bankruptcy) in 30-day increments until foreclosure or
      other disposition, (B) in foreclosure, as of the close of business on the
      last day of the calendar month preceding such Distribution Date and (C) in
      bankruptcy as of the close of business on the last day of the calendar
      month preceding such Distribution Date;

            (xiv) for each Loan Group, with respect to any Mortgage Loan that
      became an REO Property during the preceding calendar month, the loan
      number and Stated Principal Balance of such Mortgage Loan as of the close
      of business on the Determination Date preceding such Distribution Date and
      the date of acquisition thereof;

            (xv) for each Loan Group, the total number and principal balance of
      any REO Properties (and market value, if available) as of the close of
      business on the Determination Date preceding such Distribution Date;

            (xvi) for each Loan Group, the Senior Prepayment Percentage and the
      Subordinate Prepayment Percentage for such Distribution Date;

            (xvii) for each Loan Group, the aggregate amount of Realized Losses
      incurred during the preceding calendar month and for Group 2, any PO
      Deferred Amounts for such Distribution Date;

            (xviii) Class 1-A-3 Notional Amount and Class 2-IO Notional Amount;

            (xix) any expenses or indemnification amounts paid by the Trust, the
      specific purpose of each payment and the parties to whom such payments
      were made;

            (xx) for each Loan Group the amount of total Recoveries, the Non-PO
      Recovery and, in the case of Loan Group 2, the PO Recovery;

            (xxi) any material modifications, extensions or waivers to Mortgage
      Loan terms, fees, penalties or payments since the previous Distribution
      Date;

            (xxii) unless such information is set forth in the Form 10-D
      relating to such Distribution Date and provided the Trustee is reasonably
      able to include such information on the statement, any material breaches
      of representations and warranties relating to the Mortgage Loans and any
      material breach of covenants hereunder;

            (xxiii) the number and aggregate principal balance of any Mortgage
      Loans repurchased by the Mortgage Loan Seller from the Trust since the
      previous Distribution Date;

            (xxiv) a statement as to whether any exchanges of Exchangeable REMIC
      Certificates or Exchangeable Certificates have taken place since the
      preceding Distribution Date, and, if applicable, the names, Class
      Balances, Notional Amounts, Maximum Class Balances, Pass Through Rates,
      and any interest and principal paid, including any shortfalls allocated,
      of any Classes of Exchangeable REMIC Certificates or Exchangeable
      Certificates that were received by the Certificateholder as a result of
      such exchange;

            (xxv) for each Loan Group, the number and percentage (by aggregate
      Stated Principal Balance) of Mortgage Loans that were the subject of a
      Servicer Modification since the previous Distribution Date;

            (xxvi) for each Loan Group, the number and percentage (by aggregate
      Cut-off Date Principal Balance) of Mortgage Loans that were the subject of
      a Servicer Modification since the Closing Date;

            (xxvii) for each Loan Group, the aggregate amount of principal
      forgiveness as a result of a Servicer Modification since the previous
      Distribution Date;

            (xxviii) for each Loan Group, the aggregate amount of principal
      forgiven in connection with any Servicer Modifications since the Closing
      Date;

            (xxix) for each Loan Group, the percentage (by aggregate Stated
      Principal Balance) of Mortgage Loans that were the subject of a Servicer
      Modification within twelve months prior to the previous Distribution Date
      and are delinquent 60 days or more (averaged over the preceding six-month
      period);

            (xxx) for each Loan Group, a statement as to the delinquency status
      of Mortgage Loans that were the subject of a Servicer Modification since
      the Closing Date;

            (xxxi) for each Loan Group, the date of the most recent Servicer
      Modification; and

            (xxxii) for each Loan Group, with respect to Mortgage Loans that
      were the subject of a Servicer Modification, the Mortgage Interest Rate
      prior to such Servicer Modification and the Mortgage Interest Rate
      subsequent to such Servicer Modification.

            (b) No later than each Distribution Date, the Trustee, based upon
information supplied to it pursuant to Section 4.01 hereof, shall make available
to each Holder of a Certificate, each Rating Agency, the Depositor and the
Servicer a statement setting forth the information set forth in Section 5.04(a).

            In the case of information furnished pursuant to clauses (iii) and
(iv) of Section 5.04(a), the amounts shall be expressed as a dollar amount per
Certificate with a $1,000 Denomination.

            On each Distribution Date, the Trustee shall prepare and furnish to
each Financial Market Service, in electronic or such other format and media
mutually agreed upon by the Trustee, the Financial Market Service and the
Depositor, the information contained in the statement described in Section
5.04(a) for such Distribution Date.

            The Trustee will make the monthly statement to Certificateholders
(and, at its option, any additional files containing the same information in an
alternative format) available each month to Certificateholders, and other
parties to this Agreement via the Trustee's Internet website, initially located
at "www.ctslink.com". Assistance in using this website can be obtained by
calling the Trustee's customer service desk at (866) 846-4526. Parties that are
unable to use the website are entitled to have a paper copy mailed to them via
first class mail by calling the customer service desk and indicating such. The
Trustee shall have the right to change the way the monthly statements to
Certificateholders are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trustee shall
provide timely and adequate notification to all above parties regarding any such
changes.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was the Holder of a Certificate, if requested in writing by such
Person, a statement containing the information set forth in clauses (iii), (iv)
and (ix) of Section 5.04(a), in each case aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Code as from time to time in force.

            The Trustee shall deliver to the Holders of Certificates any reports
or information the Trustee is required by this Agreement or the Code, Treasury
Regulations or REMIC Provisions to deliver to the Holders of Certificates, and
the Trustee shall prepare and provide to the Certificateholders (by mail,
telephone, or publication as may be permitted by applicable Treasury
Regulations) such other reasonable information as the Trustee deems necessary or
appropriate or is required by the Code, Treasury Regulations, and the REMIC
Provisions including, but not limited to, (i) information to be reported to the
Holder of the Residual Certificate for quarterly notices on Schedule Q (Form
1066) (which information shall be forwarded to the Holder of the Residual
Certificate by the Trustee), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the Trustee
in its absolute discretion, that constitute real estate assets under Section 856
of the Code, and assets described in Section 7701(a)(19)(C) of the Code;
provided, however, that in setting forth the percentage of such assets of each
REMIC, nothing contained in this Agreement, including without limitation Section
7.03 hereof, shall be interpreted to require the Trustee periodically to
appraise the fair market values of the assets of the Trust Estate or to
indemnify the Trust Estate or any Certificateholders from any adverse federal,
state or local tax consequences associated with a change subsequently required
to be made in the Depositor's initial good faith determinations of such fair
market values (if subsequent determinations are required pursuant to the REMIC
Provisions) made from time to time.

            For all purposes of this Agreement, with respect to any Mortgage
Loan, delinquencies shall be determined and reported based on the so-called
"MBA" methodology for determining delinquencies on mortgage loans similar to the
Mortgage Loans. By way of example, a Mortgage Loan would be delinquent with
respect to a Monthly Payment due on a Due Date if such Monthly Payment is not
made by the close of business on the Mortgage Loan's next succeeding Due Date,
and a Mortgage Loan would be more than 30-days delinquent with respect to such
Monthly Payment if such Monthly Payment were not made by the close of business
on the Mortgage Loan's second succeeding Due Date.

            Section 5.05 Tax Returns and Reports to Certificateholders. (a) For
federal income tax purposes, each REMIC shall have a calendar year taxable year
and shall maintain its books on the accrual method of accounting.

            (b) The Trustee shall prepare or cause to be prepared, shall execute
and shall file or cause to be filed with the Internal Revenue Service and
applicable state or local tax authorities income tax information returns for
each taxable year with respect to each REMIC containing such information at the
times and in the manner as may be required by the Code, the Treasury Regulations
or state or local tax laws, regulations, or rules, and shall furnish or cause to
be furnished to each REMIC and the Certificateholders the schedules, statements
or information at such times and in such manner as may be required thereby.
Within 30 days of the Closing Date, the Trustee shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.

            (c) In the first federal income tax return of each REMIC for its
short taxable year ending December 31, 2008, REMIC status shall be elected for
such taxable year and all succeeding taxable years.

            (d) The Trustee will maintain or cause to be maintained such records
relating to each REMIC, including but not limited to records relating to the
income, expenses, assets and liabilities of the Trust Estate, and the initial
fair market value and adjusted basis of the Trust Estate property and assets
determined at such intervals as may be required by the Code or the Treasury
Regulations, as may be necessary to prepare the foregoing returns, schedules,
statements or information.

            Section 5.06 Tax Matters Person. The Tax Matters Person shall have
the same duties with respect to each REMIC as those of a "tax matters partner"
under Subchapter C of Chapter 63 of Subtitle F of the Code. The Holder of the
Class 1-A-R Certificate is hereby designated as the Tax Matters Person for each
of the Upper-Tier REMIC and the Lower-Tier REMICs. By its acceptance of the
Class 1-A-R Certificate, each such Holder irrevocably appoints the Trustee as
its agent to perform all of the duties of the Tax Matters Person for the
Upper-Tier REMIC and the Lower-Tier REMICs.

            Section 5.07 Rights of the Tax Matters Person in Respect of the
Trustee. The Trustee shall afford the Tax Matters Person, upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. Upon request, the Trustee shall furnish
the Tax Matters Person with its most recent report of condition published
pursuant to law or to the requirements of its supervisory or examining authority
publicly available. The Trustee shall make available to the Tax Matters Person
such books, documents or records relating to the Trustee's services hereunder as
the Tax Matters Person shall reasonably request. The Tax Matters Person shall
not have any responsibility or liability for any action or failure to act by the
Trustee and is not obligated to supervise the performance of the Trustee under
this Agreement or otherwise.

            Section 5.08 REMIC Related Covenants. For as long as the Trust shall
exist, the Trustee, the Depositor and the Servicer shall act in accordance
herewith to assure continuing treatment of the Upper-Tier REMIC and the
Lower-Tier REMICs as REMICs and avoid the imposition of tax on any REMIC created
hereunder. In particular:

            (a) The Trustee shall not create, or permit the creation of, any
"interests" in any REMIC created hereunder within the meaning of Code Section
860D(a)(2) other than the interests represented by the Regular Certificates, the
Residual Certificate and the Uncertificated Lower-Tier Interests.

            (b) Except as otherwise provided in the Code, (i) the Depositor and
the Servicer shall not contribute to the Trust Estate and the Trustee shall not
accept property unless substantially all of the property held in each REMIC
constitutes either "qualified mortgages" or "permitted investments" as defined
in Code Sections 860G(a)(3) and (5), respectively, and (ii) no property shall be
contributed to any REMIC created hereunder after the start-up day unless such
contribution would not subject the Trust Estate to the 100% tax on contributions
to a REMIC after the start-up day of a REMIC imposed by Code Section 860G(d).

            (c) The Trustee shall not accept on behalf of any REMIC created
hereunder any fee or other compensation for services and neither the Trustee nor
the Servicer shall knowingly accept, on behalf of the Trust Estate any income
from assets other than those permitted to be held by a REMIC.

            (d) The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Section 2.02 or
2.04), unless such sale is pursuant to a "qualified liquidation" of the
applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with
Article X.

            (e) The Trustee shall maintain books with respect to the Trust and
each REMIC on a calendar year taxable year and on an accrual basis.

            Neither the Servicer nor the Trustee shall engage in a "prohibited
transaction" (as defined in Code Section 860F(a)(2)), except that, with the
prior written consent of the Servicer and the Depositor, the Trustee may engage
in the activities otherwise prohibited by the foregoing paragraphs (b), (c) and
(d); provided that the Servicer shall have delivered to the Trustee an Opinion
of Counsel to the effect that such transaction will not result in the imposition
of a tax on any REMIC created hereunder and will not disqualify any such REMIC
created hereunder from treatment as a REMIC; and, provided, further, that the
Servicer shall have demonstrated to the satisfaction of the Trustee that such
action will not adversely affect the rights of the Holders of the Certificates
and the Trustee and that such action will not adversely impact the rating of the
Certificates.

            Section 5.09 Grantor Trust Administration.(a) (a) The Trustee shall
treat the portions of the Trust Estate consisting of any interests in the
Exchangeable REMIC Certificates beneficially owned in the form of Exchangeable
Certificates and rights with respect thereto as a "grantor trust" under the
Code, and the provisions hereof shall be interpreted consistently with this
treatment. The Trustee shall furnish or cause to be furnished to the Holders of
the Exchangeable Certificates and shall file or cause to be filed with the
Internal Revenue Service together with any other information or form as may be
applicable, their allocable shares of income and expenses with respect to the
property held by the Grantor Trust, at the time or times and in the manner
required by the Code. Under no circumstances shall the Trustee have the power to
vary the investments of the Certificateholders in their related assets of the
Grantor Trust in order to take advantage of variations in this market to improve
their rate of return.

            (b) (i) Each beneficial owner of Exchangeable REMIC Certificates
that elects to hold its interest in the Exchangeable REMIC Certificates in the
form of Exchangeable Certificates pursuant to Sections 6.03 and 6.04 of this
Agreement shall be deemed to have instructed the Trustee to deposit the
applicable Exchangeable REMIC Certificates into the Grantor Trust and all
distributions in respect of such Exchangeable REMIC Certificates shall be
deposited into the Exchangeable Certificate Grantor Trust Account. The Trustee
hereby designates the Exchangeable Certificate Grantor Trust Account as a
sub-account of the Certificate Account.

            (ii) On each Distribution Date, the Trustee shall deposit all
distributions in respect of the Exchangeable REMIC Certificates deemed received
by it from the Upper-Tier REMIC Certificate Sub-Account pursuant to paragraph
(b)(i) of this Section 5.09 in the Exchangeable Certificate Grantor Trust
Account, and shall immediately distribute such amounts in respect of the related
Exchangeable Certificates.

            (iii) Any beneficial owner of Exchangeable Certificates that
exchanges such Exchangeable Certificates for the related Exchangeable REMIC
Certificates shall be deemed to have instructed the Trustee to remove such
Exchangeable REMIC Certificates from the Grantor Trust, so that distributions on
such Exchangeable REMIC Certificates are made directly from the Upper-Tier REMIC
Certificate Sub-Account to such beneficial owner.

            (c) The Grantor Trust is a WHFIT that is a WHMT. The Trustee shall
report as required under the WHFIT Regulations, provided that the Trustee
receives on a timely basis any and all information reasonably necessary for it
to do so. The Trustee is hereby directed to assume that DTC is the only
"middleman" (as such term is defined in the WHFIT Regulations) unless the
Depositor provides the Trustee with the identities of other "middlemen" that are
Certificateholders. The Trustee shall be entitled to rely on the first sentence
of this subparagraph (c) and shall be entitled to indemnification in accordance
with the terms of this Agreement in the event that the Internal Revenue Service
makes a determination that the first sentence of this subparagraph (c) is
incorrect.

            (d) The Trustee shall report required WHFIT information using the
accrual method, except to the extent the WHFIT Regulations specifically require
a different method. The Trustee is under no obligation to determine whether any
Certificateholder or other beneficial owner of a Certificate, to the extent the
Trustee knows of any other beneficial owner of a Certificate, uses the cash or
accrual method. The Trustee shall make available information as required by the
WHFIT Regulations to Certificateholders annually. In addition, the Trustee is
not responsible or liable for providing subsequently amended, revised or updated
information to any Certificateholder, unless requested by the Certificateholder.

            (e) The Trustee shall not be liable for failure to meet the
reporting requirements of the WHFIT Regulations nor for any penalties thereunder
if such failure is due to: (i) the lack of reasonably necessary information
being provided to the Trustee or (ii) incomplete, inaccurate or untimely
information being provided to the Trustee. Absent receipt of information
regarding any sale of securities, including the price, amount of proceeds and
date of sale from the beneficial owner thereof or the Depositor, the Trustee
will assume there is no secondary market trading of WHFIT interests.

            (f) To the extent required by the WHFIT Regulations, the Trustee
will use reasonable efforts to publish on an appropriate website the CUSIP
Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP
Numbers so published shall represent the Rule 144A CUSIP Numbers. The Trustee
shall make reasonable good faith efforts to keep the website accurate and
updated to the extent CUSIP Numbers have been received. The Trustee will not be
liable for investor reporting delays that result from the receipt of inaccurate
or untimely CUSIP Number information.

            (g) The Trustee shall be entitled to additional reasonable
compensation for changes in reporting required in respect of the WHFIT
Regulations (such amount, the "Additional WHFIT Compensation") that arise as a
result of a change in the WHFIT Regulations or a change in interpretation of the
WHFIT Regulations by the Internal Revenue Service, if such change requires, as
mutually agreed to between the Depositor and the Trustee, a material increase in
the Trustee's reporting obligations in respect of the related Grantor Trust. The
amount of Additional WHFIT Compensation shall be mutually agreed to by the
Depositor and the Trustee.

            Section 5.10 Distributions. On each Distribution Date, the Trustee
shall withdraw from the Exchangeable Certificate Grantor Trust Account the
distribution amount for each related Class and shall make the appropriate
distributions to the Certificateholders of each such Class. All distributions
that are made with respect to a particular Class of Exchangeable Certificates
shall be made pro rata among all Certificates of such Class in proportion to
their respective Percentage Interests, with no preference or priority of any
kind.

                                   ARTICLE VI

                                THE CERTIFICATES

            Section 6.01 The Certificates. The Classes of Senior Certificates
and the Subordinate Certificates shall be substantially in the forms set forth
in Exhibits A-1, A-2, B and C (reverse of all Certificates) and shall, on
original issue, be executed by the Trustee and shall be authenticated and
delivered by the Trustee to or upon the order of the Depositor upon receipt by
the Trustee of the documents specified in Section 2.01. The Classes of
Certificates shall be available to investors in the minimum Denominations of
initial Certificate Balance or initial notional amount and the integral
multiples in excess thereof as set forth in the Preliminary Statement. The
Senior Certificates (other than the Class 1-A-R Certificate) and the Class
1-B-1, Class 1-B-2, Class 1-B-3, Class 2-B-1, Class 2-B-2 and Class 2-B-3
Certificates shall initially be issued in book-entry form through the Depository
and delivered to the Depository or, pursuant to the Depository's instructions on
behalf of the Depository to, and deposited with, the Certificate Custodian, and
all other Classes of Certificates shall initially be issued in definitive,
fully-registered form.

            The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer or signatory. Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trustee, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the execution and delivery of such
Certificates or did not hold such offices or positions at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication.

            Section 6.02 Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at an office or agency in the city in
which the Corporate Trust Office of the Trustee is located a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided.

            (b) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized Denominations of a like Class,
tenor and aggregate Percentage Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and the Trustee shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or its attorney duly authorized in writing.

            (c) (i) Except as provided in paragraph (c)(iii) below, the
Book-Entry Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (A) registration of the Certificates
may not be transferred by the Trustee except to another Depository; (B) the
Depository shall maintain book-entry records with respect to the Certificate
Owners and with respect to ownership and transfers of such Book-Entry
Certificates; (C) ownership and transfers of registration of the Book-Entry
Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (D) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (E)
the Trustee shall deal with the Depository as the representative of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising the
rights of Holders under this Agreement, and requests and directions for and
votes of the Depository shall not be deemed to be inconsistent if they are made
with respect to different Certificate Owners; and (F) the Trustee may rely and
shall be fully protected in relying upon information furnished by the Depository
with respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and persons shown on
the books of such indirect participating firms as direct or indirect Certificate
Owners.

            (ii) All transfers by Certificate Owners of Book-Entry Certificates
      shall be made in accordance with the procedures established by the
      Depository Participant or brokerage firm representing such Certificate
      Owner. Each Depository Participant shall only transfer Book-Entry
      Certificates of Certificate Owners it represents or of brokerage firms for
      which it acts as agent in accordance with the Depository's normal
      procedures.

            (iii) If the Depository advises the Trustee in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository and the Trustee or the Depositor is unable
      to locate a qualified successor, the Trustee shall notify all Certificate
      Owners, through the Depository, of the occurrence of such event and of the
      availability of definitive, fully-registered Certificates (the "Definitive
      Certificates") to such Certificate Owners requesting the same. Upon
      surrender to the Trustee of the related Class of Certificates by the
      Depository (or by the Certificate Custodian, if it holds such Class on
      behalf of the Depository), accompanied by the instructions from the
      Depository for registration, the Trustee shall issue the Definitive
      Certificates. None of the Servicer, the Depositor or the Trustee shall be
      liable for any delay in delivery of such instruction and may conclusively
      rely on, and shall be protected in relying on, such instructions. The
      Depositor shall provide the Trustee with an adequate inventory of
      certificates to facilitate the issuance and transfer of Definitive
      Certificates. Upon the issuance of Definitive Certificates, the Trustee
      shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

            (d) No transfer of a Private Certificate shall be made unless such
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
such laws. In the event of any such transfer, (i) unless such transfer is made
in reliance on Rule 144A under the 1933 Act, the Trustee or the Depositor may
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act and such laws
or is being made pursuant to the 1933 Act and such laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Depositor and (ii) the
Trustee shall require a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as Exhibit G-1
and a certificate from such Certificateholder's prospective transferee
substantially in the form attached hereto either as Exhibit G-2A or as Exhibit
G-2B, which certificates shall not be an expense of the Trustee or the
Depositor; provided that the foregoing requirements under clauses (i) and (ii)
shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Mortgage Loan Seller, their Affiliates or both. The Depositor
shall provide to any Holder of a Private Certificate and any prospective
transferees designated by any such Holder, information regarding the related
Certificates and the Mortgage Loans and such other information as shall be
necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4)
for transfer of any such certificate without registration thereof under the 1933
Act pursuant to the registration exemption provided by Rule 144A. The Holder of
a Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee and the Depositor against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

            (e) No transfer of an ERISA Restricted Certificate shall be made
unless the transferee delivers to the Trustee either (i) a representation letter
in the form of Exhibit H from the transferee of such Certificate, which
representation letter shall not be an expense of the Depositor, the Trustee, the
Mortgage Loan Seller or the Servicer, or (ii) in the case of any ERISA
Restricted Certificate presented for registration in the name of an employee
benefit plan or arrangement, including an individual retirement account, subject
to ERISA, the Code, or any federal, state or local law ("Similar Law") which is
similar to ERISA or the Code (collectively, a "Plan"), or a trustee or custodian
of any of the foregoing, an Opinion of Counsel in form and substance
satisfactory to the Trustee and the Servicer to the effect that the purchase or
holding of such ERISA Restricted Certificate by or on behalf of such Plan will
not constitute or result in a non-exempt prohibited transaction within the
meaning of ERISA, Section 4975 of the Code or Similar Law and will not subject
the Trustee, the Depositor, the Mortgage Loan Seller or the Servicer to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee or the Servicer. Any transferee
of an ERISA Restricted Certificate that does not comply with either clause (i)
or (ii) of the preceding sentence will be deemed to have made one of the
representations set forth in Exhibit H. For purposes of clause (i) of the second
preceding sentence, such representation shall be deemed to have been made to the
Certificate Registrar by the acceptance by a Certificate Owner of a Book-Entry
Certificate of the beneficial interest in any such Class of ERISA Restricted
Certificates, unless the Certificate Registrar shall have received from the
transferee an alternative representation acceptable in form and substance to the
Depositor. Notwithstanding anything else to the contrary herein, any purported
transfer of an ERISA Restricted Certificate to or on behalf of a Plan without
the delivery to the Trustee and the Servicer of an Opinion of Counsel
satisfactory to the Trustee and the Servicer as described above shall be void
and of no effect.

            Neither the Trustee nor the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Depository Participants and furnished by the
Depository Participants with respect to indirect participating firms and Persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.

            To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA Restricted Certificate that is in fact
not permitted by this Section 6.02 or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.

            (f) Each Person who has or who acquires any Ownership Interest in
the Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in the Residual
Certificate are expressly subject to the following provisions:

            (i) Each Person holding or acquiring any Ownership Interest in the
      Residual Certificate shall be a Permitted Transferee and shall promptly
      notify the Trustee of any change or impending change in its status as a
      Permitted Transferee.

            (ii) No Person shall acquire an Ownership Interest in the Residual
      Certificate unless such Ownership Interest is a pro rata undivided
      interest.

            (iii) In connection with any proposed transfer of any Ownership
      Interest in the Residual Certificate, the Trustee shall require delivery
      to it, in form and substance satisfactory to it, of an affidavit in the
      form of Exhibit I hereto from the proposed transferee.

            (iv) Notwithstanding the delivery of an affidavit by a proposed
      transferee under clause (iii) above, if a Responsible Officer of the
      Trustee has actual knowledge that the proposed transferee is not a
      Permitted Transferee, no transfer of any Ownership Interest in the
      Residual Certificate to such proposed transferee shall be effected.

            (v) No Ownership Interest in the Residual Certificate may be
      purchased by or transferred to any Person that is not a U.S. Person,
      unless (A) such Person holds the Residual Certificate in connection with
      the conduct of a trade or business within the United States and furnishes
      the transferor and the Trustee with an effective Internal Revenue Service
      Form W-8ECI (or successor thereto) or (B) the transferee delivers to both
      the transferor and the Trustee an Opinion of Counsel from a
      nationally-recognized tax counsel to the effect that such transfer is in
      accordance with the requirements of the Code and the regulations
      promulgated thereunder and that such transfer of the Residual Certificate
      will not be disregarded for federal income tax purposes.

            (vi) Any attempted or purported transfer of any Ownership Interest
      in the Residual Certificate in violation of the provisions of this Section
      6.02 shall be absolutely null and void and shall vest no rights in the
      purported transferee. If any purported transferee shall, in violation of
      the provisions of this Section 6.02, become a Holder of the Residual
      Certificate, then the prior Holder of the Residual Certificate that is a
      Permitted Transferee shall, upon discovery that the registration of
      transfer of the Residual Certificate was not in fact permitted by this
      Section 6.02, be restored to all rights as Holder thereof retroactive to
      the date of registration of transfer of the Residual Certificate. The
      Trustee shall be under no liability to any Person for any registration of
      transfer of the Residual Certificate that is in fact not permitted by this
      Section 6.02 or for making any distributions due on the Residual
      Certificate to the Holder thereof or taking any other action with respect
      to such Holder under the provisions of the Agreement so long as the
      transfer was registered in accordance with this Section 6.02. The Trustee
      shall be entitled to recover from any Holder of the Residual Certificate
      that was in fact not a Permitted Transferee at the time such distributions
      were made all distributions made on the Residual Certificate. Any such
      distributions so recovered by the Trustee shall be distributed and
      delivered by the Trustee to the prior Holder of the Residual Certificate
      that is a Permitted Transferee.

            (vii) If any Person other than a Permitted Transferee acquires any
      Ownership Interest in the Residual Certificate in violation of the
      restrictions in this Section 6.02, then the Trustee, based on information
      provided to the Trustee by the Servicer, will provide to the Internal
      Revenue Service, and to the Persons specified in Section 860E(e)(3) and
      (6) of the Code, information needed to compute the tax imposed under
      Section 860E(e) of the Code on transfers of residual interests to
      disqualified organizations. The expenses of the Trustee under this clause
      (vii) shall be reimbursable by the Trust.

            (viii) No Ownership Interest in the Residual Certificate shall be
      acquired by a Plan or any Person acting on behalf of a Plan.

            (g) No service charge shall be imposed for any transfer or exchange
of Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

            (h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.

            Section 6.03 Transfer of Exchangeable REMIC Certificates and
Exchangeable Certificates. (a) Upon the presentation and surrender by any
Certificateholder of its Exchangeable REMIC Certificates or Exchangeable
Certificates in the appropriate combination as set forth in Exhibit S hereto,
such Certificateholder shall hereunder transfer, assign, set over and otherwise
convey to the Trustee, all of such Certificateholder's right, title and interest
in and to such Exchangeable REMIC Certificates or Exchangeable Certificates,
including all payments of interest thereon received after the date of such
presentation and surrender and until such Certificateholder informs the Trustee
that it wishes to again hold its interest in the form of Exchangeable REMIC
Certificates or Exchangeable Certificates, as applicable.

            (b) The Trustee acknowledges any transfer and assignment of
Exchangeable REMIC Certificates or Exchangeable Certificates pursuant to the
foregoing paragraph, and hereby declares that it will hold the same in trust for
the Certificateholders on the terms in this Agreement, and shall treat such
Exchangeable REMIC Certificates and Exchangeable Certificates in accordance with
Section 5.09 of this Agreement.

            Section 6.04 Exchanges of Exchangeable REMIC Certificates and
Exchangeable Certificates. (a) Exchangeable REMIC Certificates shall be
exchangeable on the books of DTC for Exchangeable Certificates, and Exchangeable
Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC
Certificates, after the Closing Date, by notice to the Trustee substantially in
the form of Exhibit__T hereto or, under the terms and conditions hereinafter set
forth and otherwise in accordance with the procedures specified in this
Agreement.

            (b) In the case of a Combination Group, Certificates of the Classes
of Exchangeable REMIC Certificates in such Combination Group shall be
exchangeable for Certificates of the Class of Exchangeable Certificates in such
Combination Group in respective Denominations, determined based on the
proportion that the Maximum Initial Class Balances of such Classes of
Exchangeable REMIC Certificates, bear to the Maximum Initial Class Balance of
the related Class of Exchangeable Certificates, as set forth in Exhibit S
hereto. Except as provided in Section 5.09 of this Agreement, upon any such
exchange, the portions of the Exchangeable REMIC Certificates designated for
exchange shall be deemed cancelled and replaced by the Exchangeable Certificates
issued in exchange therefor. Correspondingly, the Exchangeable Certificates in a
Combination Group may be further designated for exchange for Certificates of the
Exchangeable REMIC Classes in such Combination Group in respective Denominations
determined based on the proportion that the Maximum Initial Class Balances of
such Classes of Exchangeable REMIC Certificates bear to the Maximum Initial
Class Balance of the Class of Exchangeable Certificates, as set forth in Exhibit
S hereto. There shall be no limitation on the number of exchanges authorized
pursuant to this Section 6.04, and, except as provided below, no fee or other
charge shall be payable to the Trustee or DTC in connection therewith.

            (c) In order to effect an exchange of Exchangeable REMIC
Certificates or Exchangeable Certificates, the Certificateholder shall notify
the Trustee by e-mail at ctsspgexchanges@wellsfargo.com no later than two
Business Days before the proposed exchange date. The exchange date can be any
Business Day other than the first or last Business Day of the month, subject to
the Trustee's approval. In addition, the Certificateholder must provide notice
on the Certificateholder's letterhead, which notice must carry a medallion stamp
guarantee and set forth the following information: the CUSIP number of each
Exchangeable REMIC Certificate or Exchangeable Certificate to be exchanged and
Exchangeable REMIC Certificate or Exchangeable Certificate to be received; the
outstanding principal balance or notional amount and the portion of the Maximum
Initial Class Balance of the Class or Classes of Exchangeable REMIC Certificates
or Exchangeable Certificates to be exchanged; the Certificateholder's DTC
participant number; and the proposed exchange date. After receiving the notice,
the Trustee shall e-mail the Certificateholder with wire payment instructions
relating to the exchange fee. The Certificateholder will utilize the "deposit
and withdrawal system" at DTC to exchange the Certificates. If there is an
error, the exchange will not occur until such error is corrected. A notice
becomes irrevocable on the second Business Day before the proposed exchange
date.

            Notwithstanding any other provision herein set forth, a fee of
$5,000 shall be payable to the Trustee in connection with each exchange.

            The Trustee shall make the first distribution on an Exchangeable
REMIC Certificate or Exchangeable Certificate received in an exchange
transaction on the Distribution Date in the month following the month of the
exchange to the Certificateholder of record as of the applicable Record Date for
such Certificate.

            Section 6.05 Mutilated, Destroyed, Lost or Stolen Certificates.If
(a) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (b) there is delivered to the Trustee, the
Depositor and the Certificate Registrar such security or indemnity reasonably
satisfactory to each, to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor, Class and Percentage
Interest but bearing a number not contemporaneously outstanding. Upon the
issuance of any new Certificate under this Section, the Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and the Certificate Registrar) connected therewith.
Any duplicate Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

            Section 6.06 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Depositor, the Servicer, the
Mortgage Loan Seller, the Trustee, the Certificate Registrar and any agent of
the Depositor, the Servicer, the Trustee or the Certificate Registrar may treat
the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 5.01
and for all other purposes whatsoever, and none of the Depositor, the Servicer,
the Mortgage Loan Seller, the Trustee, the Certificate Registrar or any agent of
the Servicer, the Mortgage Loan Seller, the Trustee or the Certificate Registrar
shall be affected by notice to the contrary.

                                  ARTICLE VII

            THE DEPOSITOR, THE SERVICER AND THE MORTGAGE LOAN SELLER

            Section 7.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor, the Servicer and the Mortgage Loan Seller shall each be
liable in accordance herewith only to the extent of the obligations specifically
and respectively imposed upon and undertaken by the Depositor, the Servicer and
the Mortgage Loan Seller herein. By way of illustration and not limitation, the
Depositor is not liable for the servicing and administration of the Mortgage
Loans, nor is it obligated by Section 8.01 to assume any obligations of the
Servicer or to appoint a designee to assume such obligations, nor is it liable
for any other obligation hereunder that it may, but is not obligated to, assume
unless it elects to assume such obligation in accordance herewith.

            Section 7.02 Merger or Consolidation of the Depositor, the Servicer
or the Mortgage Loan Seller. The Depositor, the Servicer and the Mortgage Loan
Seller will each keep in full effect its existence, rights and franchises as a
separate entity under the laws governing its organization, and will each obtain
and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.

            Any Person into which the Depositor, the Servicer or the Mortgage
Loan Seller may be merged or consolidated, or any corporation resulting from any
merger or consolidation to which the Depositor, the Servicer or the Mortgage
Loan Seller shall be a party, or any Person succeeding to the business of the
Depositor, the Servicer or the Mortgage Loan Seller, shall be the successor of
the Depositor, the Servicer or the Mortgage Loan Seller, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that (a) the successor or surviving Person
to the Servicer shall be qualified to service mortgage loans on behalf of Fannie
Mae or Freddie Mac and (b) the Servicer and such successor or surviving Person
shall notify the Depositor and the Trustee of any such merger, conversion or
consolidation at least two Business Days prior to the effective date thereof and
shall provide the Depositor with all information required by the Depositor to
comply with its reporting obligation under Item 6.02 of Form 8-K not later than
the effective date of such merger, conversion or consolidation.

            Section 7.03 Limitation on Liability of the Depositor, the Servicer,
the Mortgage Loan Seller and Others. None of the Depositor, the Servicer, the
Mortgage Loan Seller or any of the directors, officers, employees or agents of
the Depositor or of the Servicer or of the Mortgage Loan Seller shall be under
any liability to the Trust Estate or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer, the Mortgage Loan Seller or any
such Person against any breach of warranties or representations made herein or
any liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties or by reason of
reckless disregard of obligations and duties hereunder. The Depositor, the
Servicer, the Mortgage Loan Seller and any director, officer, employee or agent
of the Depositor, the Servicer or the Mortgage Loan Seller may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the
Servicer, the Mortgage Loan Seller and any director, officer, employee or agent
of the Depositor, the Servicer or the Mortgage Loan Seller shall be indemnified
by the Trust Estate and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the
Servicer or the Mortgage Loan Seller shall be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Depositor, the Servicer or the
Mortgage Loan Seller may in its discretion undertake any such action which it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
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
Trust Estate, and the Depositor, the Servicer and the Mortgage Loan Seller shall
be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans on deposit in the Collection Account as provided by Section 3.11.

            Section 7.04 Depositor, Servicer and Mortgage Loan Seller Not to
Resign. Subject to the provisions of Section 7.02, none of the Depositor, the
Servicer or the Mortgage Loan Seller shall resign from its respective
obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law or, in the case
of the Servicer, pursuant to Section 7.05. Any such determination permitting the
resignation of the Depositor, the Mortgage Loan Seller or the Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation by the Servicer shall become effective until the Trustee or a
successor Servicer shall have assumed the Servicer's responsibilities and
obligations in accordance with Section 8.05 hereof.

            Section 7.05 Assignment or Delegation of Duties by the Servicer. The
Servicer shall have the right to assign its rights and delegate its duties and
obligations hereunder; provided, however, that (i) the assignee accepting such
assignment or delegation is qualified to service mortgage loans for Fannie Mae
or Freddie Mac, is satisfactory to the Trustee, in the exercise of its
reasonable judgment, and executes and delivers to the Trustee an agreement, in
form and substance reasonably satisfactory to the Trustee, which contains an
assumption by such assignee of the due and punctual performance and observance
of each covenant and condition to be performed or observed by the Servicer
hereunder from and after the date of such agreement; and (ii) each applicable
Rating Agency's rating of any Certificates in effect immediately prior to such
assignment, will not be qualified, downgraded or withdrawn as a result of such
assignment, sale or transfer and the Certificates are not placed on credit
review status by any such Rating Agency. In no case, however, shall any
permitted assignment and delegation relieve the Servicer of any liability to the
Trustee, the Mortgage Loan Seller or the Depositor under this Agreement,
incurred by it prior to the time that the conditions contained in clauses (i)
and (ii) above are met.

                                  ARTICLE VIII

                                     DEFAULT

            Section 8.01 Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:

            (a) any failure by the Servicer to deposit amounts in the Collection
Account in the amount and manner provided herein so as to enable the Trustee to
distribute to Holders of Certificates any payment required to be made under the
terms of such Certificates and this Agreement (other than the payments required
to be made under Section 3.20) which continues unremedied for a period of four
Business Days after the earlier of notice or discovery of such failure; or

            (b) failure on the part of the Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Servicer set
forth in the Certificates or in this Agreement, which failure 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 Trustee or the Depositor, or to the Servicer, the Depositor and
the Trustee by the Holders of Certificates evidencing Voting Rights aggregating
not less than 51% of all Certificates affected thereby; or

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

            (d) 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

            (e) the failure of the Servicer to remit any Periodic Advance
required to be remitted by the Servicer pursuant to Section 3.20 which failure
continues unremedied at 3:00 p.m. on the related Distribution Date;

then, and in each and every such case (other than the Event of Default described
in clause (e) hereof), so long as an Event of Default shall not have been
remedied by the Servicer, the Trustee may, and at the direction of the Holders
of Certificates evidencing Voting Rights aggregating not less than 51% of all
Certificates affected thereby shall, by notice then given in writing to the
Servicer (and to the Depositor), terminate all of the rights and obligations of
the Servicer under this Agreement, subject to the last sentence below. If an
Event of Default described in clause (e) hereof shall occur, the Trustee shall,
by notice to the Servicer, terminate all of the rights and obligations of the
Servicer under this Agreement and in and to the Mortgage Loans and proceeds
thereof (subject to the last sentence below) and the Trustee or a successor
Servicer appointed pursuant to Section 8.05 shall make the Advance which the
Servicer failed to make. On or after the receipt by the Servicer of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Certificates or the Mortgage Loans or otherwise, shall pass
to and be vested in the Trustee pursuant to and under this Section 8.01, unless
and until such time as the Trustee shall appoint a successor Servicer pursuant
to Section 8.05, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement of the Mortgage Loans and related documents, or otherwise,
including, without limitation, the recordation of the assignments of the
Mortgage Loans to it. The Servicer agrees to cooperate with the Trustee in
effecting the termination of the responsibilities and rights of the Servicer
hereunder, including, without limitation, the transfer to the Trustee for the
administration by it of all cash amounts that have been deposited by the
Servicer in the Collection Account or thereafter received by the Servicer with
respect to the Mortgage Loans. Upon obtaining notice or knowledge of the
occurrence of any Event of Default, the Person obtaining such notice or
knowledge shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register and to each
Rating Agency. All costs and expenses (including attorneys' fees) incurred in
connection with transferring the Mortgage Files to the successor Servicer and
amending this Agreement to reflect such succession as Servicer pursuant to this
Section 8.01 shall be paid by the predecessor Servicer. Notwithstanding the
termination of the Servicer pursuant hereto, the Servicer shall remain liable
for any causes of action arising out of any Event of Default occurring prior to
such termination and all indemnities and reimbursement rights in its favor shall
survive such termination. The Servicer shall be entitled to all fees accrued
through the last date its servicing personnel are involved in the administration
of the Mortgage Loans.

            Section 8.02 Remedies of Trustee. During the continuance of any
Event of Default, so long as such Event of Default shall not have been remedied,
the Trustee, in addition to the rights specified in Section 8.01, shall have the
right, in its own name 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 Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filing 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
Event of Default.

            Section 8.03 Directions by Certificateholders and Duties of Trustee
During Event of Default. During the continuance of any Event of Default, Holders
of Certificates evidencing Voting Rights aggregating not less than 25% of each
Class of Certificates affected thereby may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Agreement; provided,
however, that the 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, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) 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
Certificateholders, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; and, provided, further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.

            Section 8.04 Action upon Certain Failures of the Servicer and upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any failure of the Servicer specified in Section 8.01(a) or (b) which would
become an Event of Default upon the Servicer's failure to remedy the same after
notice, the Trustee shall give notice thereof to the Servicer. If the Trustee
shall have knowledge of an Event of Default, the Trustee shall give prompt
written notice thereof to the Certificateholders.

            Section 8.05 Trustee to Act; Appointment of Successor. (a) Within 90
days after the time the Servicer receives a notice of termination pursuant to
Section 8.01, the Trustee shall be the successor in all respects to the Servicer
in its capacity as servicer under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof or shall appoint a successor pursuant to Section 3.07.
Notwithstanding the foregoing (i) the parties hereto agree that the Trustee, in
its capacity as successor Servicer, immediately will assume all of the
obligations of the Servicer to make Advances, (ii) the Trustee in its capacity
as successor Servicer, shall not be responsible for the lack of information
and/or documents that it cannot obtain through reasonable efforts and (iii)
under no circumstances shall any provision of this Agreement be construed to
require the Trustee, acting in its capacity as successor to the Servicer in its
obligation to make Advances, to advance, expend or risk its own funds or
otherwise incur any financial liability in the performance of its duties
hereunder if it shall have reasonable grounds for believing that such funds are
non-recoverable. Subject to Section 8.05(b), as compensation therefor, the
Trustee shall be entitled to such compensation as the terminated Servicer would
have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, the Trustee may, if it shall be unwilling so to act,
or shall, if it is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution having a net worth of not less than $10,000,000 as the successor to
the terminated Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder; provided,
however, that any such institution appointed as successor Servicer shall not, as
evidenced in writing by each Rating Agency, adversely affect the then current
rating of any Class of Certificates immediately prior to the termination of the
terminated Servicer. The appointment of a successor Servicer shall not affect
any liability of the predecessor Servicer which may have arisen under this
Agreement prior to its termination as Servicer, nor shall any successor Servicer
be liable for any acts or omissions of the predecessor Servicer or for any
breach by the Servicer of any of its representations or warranties contained
herein or in any related document or agreement. Pending appointment of a
successor to the terminated Servicer hereunder, unless the Trustee is prohibited
by law from so acting, the Trustee shall act in such capacity as provided above.
The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. All
Servicing Transfer Costs shall be paid by the predecessor Servicer upon
presentation of reasonable documentation of such costs, and if such predecessor
Servicer defaults in its obligation to pay such costs, such costs shall be paid
by the successor Servicer or the Trustee (in which case the successor Servicer
or the Trustee shall be entitled to reimbursement therefor from the assets of
the Trust).

            (b) In connection with the appointment of a successor Servicer or
the assumption of the duties of the Servicer, as specified in Section 8.05(a),
the Trustee may make such arrangements for the compensation of such successor
out of the payments on the Mortgage Loans serviced by the predecessor Servicer
as it and such successor shall agree, not to exceed the Servicing Fee Rate.

            (c) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as servicer hereunder and (ii) a fidelity bond in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.03.

            (d) The predecessor Servicer and successor Servicer shall notify the
Depositor and Trustee of any such appointment at least two Business Days prior
to the effective date thereof and shall provide the Depositor and the Trustee
with all information required by the Depositor to comply with its reporting
obligation under Item 6.02 of Form 8-K not later than the effective date of such
appointment.

            Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the Servicer pursuant to this
Article VIII, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.

                                   ARTICLE IX

                                   THE TRUSTEE

            Section 9.01 Duties of Trustee. (a) The Trustee, prior to the
occurrence of an Event of Default and after the curing or waiver of all Events
of Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. In case an Event of
Default has occurred of which a Responsible Officer of the Trustee shall have
actual knowledge (which has not been cured or waived), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in its exercise as a reasonably prudent
investor would exercise or use under the circumstances in the conduct of such
investor's own affairs.

            The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.

            (b) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own grossly negligent action, its own grossly
negligent failure to act or its own willful misfeasance; provided, however,
that:

            (i) Prior to the occurrence of an Event of Default, and after the
      curing or waiver of all such Events of Default which may have occurred,
      the duties and obligations of the Trustee shall be determined solely by
      the express provisions of this Agreement, the Trustee 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 Trustee and, in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee by the Depositor or the Servicer and which on
      their face, do not contradict the requirements of this Agreement;

            (ii) The Trustee (in its individual capacity) shall not be
      personally liable for an error of judgment made in good faith by a
      Responsible Officer or Responsible Officers of the Trustee, unless it
      shall be proved that the Trustee was grossly negligent in ascertaining the
      pertinent facts;

            (iii) The Trustee (in its individual capacity) shall not be
      personally liable with respect to any action taken, suffered or omitted to
      be taken by it in good faith in accordance with the direction of
      Certificateholders as provided in Section 8.03;

            (iv) The Trustee shall not be charged with knowledge of any default
      (other than a default in payment to the Trustee) specified in clauses (a)
      and (b) of Section 8.01 or an Event of Default under clauses (c), (d) and
      (e) of Section 8.01 unless a Responsible Officer of the Trustee assigned
      to and working in the Corporate Trust Office obtains actual knowledge of
      such failure or event or any officer of the Trustee receives written
      notice of such failure or event at its Corporate Trust Office from the
      Servicer, the Depositor or any Certificateholder; and

            (v) Except to the extent provided in Section 8.05, no provision in
      this Agreement shall require the Trustee to expend or risk its own funds
      (including, without limitation, the making of any Advance as successor
      Servicer) or otherwise incur any personal financial liability in the
      performance of any of its duties as Trustee hereunder, or in the exercise
      of any of its rights or powers, if the Trustee shall have reasonable
      grounds for believing that repayment of funds or adequate indemnity
      against such risk or liability is not reasonably assured to it.

            Section 9.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 9.01:

            (i) The Trustee may request and rely upon and shall be protected in
      acting or refraining from acting upon any resolution, Officer's
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal,
      bond or other paper or document believed by it to be genuine and to have
      been signed or presented by the proper party or parties;

            (ii) The Trustee may consult with counsel and any Opinion of Counsel
      shall be full and complete authorization and protection in respect of any
      action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such Opinion of Counsel;

            (iii) The Trustee shall be under no obligation to exercise any of
      the trusts or powers vested in it by this Agreement or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the
      request, order or direction of any of the Certificateholders, pursuant to
      the provisions of this Agreement, unless such Certificateholders shall
      have offered to the Trustee reasonable security or indemnity against the
      costs, expenses and liabilities which may be incurred therein or thereby;
      nothing contained herein shall, however, relieve the Trustee of the
      obligation, upon the occurrence of an Event of Default (which has not been
      cured or waived), to exercise such of the rights and powers vested in it
      by this Agreement, and to use the same degree of care and skill in their
      exercise as a prudent investor would exercise or use under the
      circumstances in the conduct of such investor's own affairs;

            (iv) The Trustee shall not be personally liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;

            (v) Prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default which may have
      occurred, the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval,
      bond or other paper or document, unless requested in writing so to do by
      Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests, aggregating not less than 50%; provided, however,
      that if the payment within a reasonable time to the Trustee of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee, not reasonably assured to
      the Trustee by the security afforded to it by the terms of this Agreement,
      the Trustee may require reasonable indemnity against such expense or
      liability or payment of such estimated expenses as a condition to so
      proceeding; and

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys.

            Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution
of, and the authentication of the Certificates) shall be taken as the statements
of the Depositor, the Servicer or the Mortgage Loan Seller, as applicable, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Agreement or of the
Certificates or any Mortgage Loans save that the Trustee represents that,
assuming due execution and delivery by the other parties hereto, this Agreement
has been duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms, subject, as to enforcement of remedies, to applicable insolvency,
receivership, moratorium and other laws affecting the rights of creditors
generally, and to general principles of equity and the discretion of the court
(regardless of whether enforcement of such remedies is considered in a
proceeding in equity or at law). The Trustee shall not be accountable for the
use or application by the Depositor of funds paid to the Depositor in
consideration of the assignment of the Mortgage Loans hereunder by the
Depositor, or for the use or application of any funds paid to Subservicers or
the Servicer in respect of the Mortgage Loans or deposited into the Collection
Account, or any other account hereunder (other than the Certificate Account) by
the Servicer.

            The Trustee shall at no time have any responsibility or liability
for or with respect to the legality, validity and enforceability of any Mortgage
or any Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority or for or with respect to the
sufficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation: the existence, condition and ownership of any Mortgaged Property;
the existence and enforceability of any hazard insurance thereon (other than if
the Trustee shall assume the duties of the Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the successor Servicer); the
validity of the assignment of any Mortgage Loan to the Trustee or of any
intervening assignment; the completeness of any Mortgage Loan; the performance
or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 8.05 and thereupon only for the acts
or omissions of the Trustee as successor Servicer); the compliance by the
Depositor or the Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Depositor, the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer), any Subservicer or any Mortgagor; any action of the Servicer (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.05 and thereupon only for the acts or omissions of the Trustee as successor
Servicer) or any Subservicer taken in the name of the Trustee; the failure of
the Servicer or any Subservicer to act or perform any duties required of it as
agent of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Servicer (other than if the Trustee shall assume the duties
of the Servicer pursuant to Section 8.05 and thereupon only for the acts or
omissions of the Trustee as successor Servicer); provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under this Agreement, including, without limitation, the Trustee's review of the
Mortgage Files pursuant to Section 2.02. The Trustee shall file any financing or
continuation statement in any public office at any time required to maintain the
perfection of any security interest or lien granted to it hereunder.

            Section 9.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee and may otherwise deal
with the Servicer, any Subservicer or any of their respective Affiliates with
the same rights it would have if it were not the Trustee.

            Section 9.05 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee hereunder either an institution (i) the long-term
unsecured debt obligations of which are rated at least "A" by Fitch and S&P or
(ii) whose serving as Trustee hereunder would not result in the lowering of the
ratings originally assigned to any Class of Certificates. The Trustee shall not
be an Affiliate of the Depositor, the Mortgage Loan Seller or the Servicer. If
such corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provision of this Section 9.05, the Trustee
shall resign immediately in the manner and with the effect specified in Section
9.06.

            Section 9.06 Resignation and Removal of Trustee. The Trustee may at
any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Servicer and mailing a copy of such notice to all
Holders of record. The Trustee shall also mail a copy of such notice of
resignation to each Rating Agency. Upon receiving such notice of resignation,
the Servicer shall use its best efforts to promptly appoint a mutually
acceptable successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.05 and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Servicer
may remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor.

            The Holders of Certificates evidencing not less than 51% of the
Voting Rights may at any time remove the Trustee by written instrument or
instruments delivered to the Servicer and the Trustee; the Servicer shall
thereupon use its best efforts to appoint a mutually acceptable successor
Trustee in accordance with this Section 9.06.

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 9.07.

            Section 9.07 Successor Trustee. Any successor Trustee appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Servicer
and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein. The predecessor Trustee shall duly assign, transfer,
deliver and pay over to the successor Trustee the whole of the Mortgage Files
and related documents and statements held by it hereunder, together with all
instruments of transfer and assignment or other documents properly executed as
may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee in the administration
hereof as may be reasonably requested by the successor Trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement (other than pursuant to Section 3.19 hereunder). All costs associated
with the appointment of a successor Trustee shall be paid to the Person that
incurred them by the predecessor Trustee. Without limiting the predecessor
Trustee's obligation, if the predecessor Trustee fails to pay such costs, such
costs shall be reimbursed by the Trust; provided, however, that if the
predecessor Trustee has been terminated pursuant to the third paragraph of
Section 9.06, all reasonable expenses incurred in complying with this Section
9.07 shall be reimbursed by the Trust to the Person that incurred them.

            No successor Trustee shall accept appointment as provided in this
Section 9.07 unless at the time of such appointment such successor Trustee shall
be eligible under the provisions of Section 9.05.

            Upon acceptance of appointment by a successor Trustee as provided in
this Section 9.07, the Servicer shall cooperate to mail notice of the succession
of such Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency. If the Servicer
fails to mail such notice within ten days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Servicer.

            The predecessor Trustee and successor Trustee shall notify the
Depositor of any such appointment at least two Business Days prior to the
effective date thereof and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such appointment.

            Section 9.08 Merger or Consolidation of Trustee. Any corporation or
banking association into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or banking association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, if such corporation or banking association
is eligible under the provisions of Section 9.05, 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
Trustee and such surviving Person shall notify the Depositor of any such merger,
conversion or consolidation and shall provide the Depositor with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such merger, conversion or
consolidation.

            Section 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee as
co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity, such title to the Trust
Estate, or any part thereof, and, subject to the other provision of this Section
9.09, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within ten days after the receipt by it of a request
to do so, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 9.05 and no notice to Holders
of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 9.07.

            In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 9.09, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee. No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; provided, however, that no appointment
of a co-trustee or separate trustee hereunder shall relieve the Trustee of its
obligations hereunder.

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article IX. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.

            Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, or shall be adjudged
bankrupt or insolvent, or a receiver of its property shall be appointed, or any
public officer shall take charge or control of such trustee or co-trustee or of
its property or affairs for the purpose of rehabilitation, conservation or
liquidation, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

            Section 9.10 Authenticating Agents. The Trustee may appoint one or
more authenticating agents ("Authenticating Agents") which shall be authorized
to act on behalf of the Trustee in authenticating Certificates. Initially, the
Authenticating Agent shall be Wells Fargo Bank, N.A. Wherever reference is made
in this Agreement to the authentication of Certificates by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an Authenticating Agent and a
certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable to the
Servicer and must be a corporation or banking association organized and doing
business under the laws of the United States of America or of any state, having
a place of business in New York, New York, having a combined capital and surplus
of at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.

            Any corporation or banking association into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation or banking association resulting from any merger, conversion or
consolidation to which any Authenticating Agent shall be a party, or any
corporation or banking association succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

            Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Servicer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Servicer. Upon receiving
a notice of resignation or upon such a termination, or in case, at any time any
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Servicer and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent.

            Section 9.11 Trustee's Fees and Expenses. The Trustee, as
compensation for its services hereunder, shall be entitled to earnings from
amounts on deposit in the Certificate Account. The Trustee and any director,
officer, employee or agent of the Trustee shall be indemnified by the Trust and
held harmless against any loss, liability or expense (including reasonable
attorney's fees) (a) incurred in connection with any claim or legal action
relating to (i) this Agreement, (ii) the Certificates, or (iii) the performance
of any of the Trustee's duties hereunder, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or gross negligence
in the performance of any of the Trustee's duties hereunder, (b) resulting from
any tax or information return which was prepared by, or should have been
prepared by, the Servicer and (c) arising out of the transfer of any ERISA
Restricted Certificate or Residual Certificate not in compliance with ERISA.
Such indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee hereunder. Without limiting the foregoing,
except as otherwise agreed upon in writing by the Depositor and the Trustee, and
except for any such expense, disbursement or advance as may arise from the
Trustee's gross negligence, bad faith or willful misconduct, the Trust shall
reimburse the Trustee for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement to the extent permitted by Treasury Regulations Section
1.860G-1(b)(3)(ii) and (iii); provided, however, that the Depositor and the
Trustee intend to enter into a separate agreement for custody-related services.
Except as otherwise provided herein, the Trustee shall not be entitled to
payment or reimbursement for any routine ongoing expenses incurred by the
Trustee in the ordinary course of its duties as Trustee, Certificate Registrar
or Paying Agent hereunder or for any other expenses.

            Section 9.12 Appointment of Custodian. The Trustee may at any time
on or after the Closing Date, with the consent of the Depositor, the Mortgage
Loan Seller and the Servicer, appoint one or more Custodians to hold all or a
portion of the Mortgage Files as agent for the Trustee, by entering into a
custodial agreement in a form acceptable to the Depositor and the Servicer.
Subject to this Article IX, the Trustee agrees to comply with the terms of each
custodial agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders. Each Custodian shall be a
depository institution subject to supervision by federal or state authority,
shall have a combined capital and surplus of at least $10,000,000 and shall be
qualified to do business in the jurisdiction in which it holds any Mortgage
File.

            Notwithstanding the foregoing, to the extent the Trustee appoints
one or more Custodians with respect to more than 5% of the aggregate Pool Stated
Principal Balance, the Trustee shall cause such Custodian to prepare a separate
assessment and attestation report, as contemplated by Section 3.19 of this
Agreement and deliver such report to the Depositor as set forth in Section 3.22
of this Agreement.

            Section 9.13 Paying Agents. The Trustee may appoint one or more
Paying Agents (each, a "Paying Agent") which shall be authorized to act on
behalf of the Trustee in making withdrawals from the Certificate Account and
distributions to Certificateholders as provided in Section 3.08 and Section
5.02. Wherever reference is made in this Agreement to the withdrawal from the
Certificate Account by the Trustee, such reference shall be deemed to include
such a withdrawal on behalf of the Trustee by a Paying Agent. Initially, the
Paying Agent shall be Wells Fargo Bank, N.A. Whenever reference is made in this
Agreement to a distribution by the Trustee or the furnishing of a statement to
Certificateholders by the Trustee, such reference shall be deemed to include
such a distribution or furnishing on behalf of the Trustee by a Paying Agent.
Each Paying Agent shall provide to the Trustee such information concerning the
Certificate Account as the Trustee shall request from time to time. Each Paying
Agent must be reasonably acceptable to the Servicer and must be a corporation or
banking association organized and doing business under the laws of the United
States of America or of any state, having (except in the case of the Trustee) a
principal office and place of business in New York, New York, having a combined
capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state
authorities.

            Any corporation into which any Paying Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Paying Agent shall be
a party, or any corporation succeeding to the corporate agency business of any
Paying Agent, shall continue to be the Paying Agent, provided that such
corporation after the consummation of such merger, conversion, consolidation or
succession meets the eligibility requirements of this Section 9.13.

            Any Paying Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Servicer; provided that the Paying Agent
has returned to the Certificate Account or otherwise accounted, to the
reasonable satisfaction of the Trustee, for all amounts it has withdrawn from
the Certificate Account. The Trustee may, upon prior written approval of the
Servicer, at any time terminate the agency of any Paying Agent by giving written
notice of termination to such Paying Agent and to the Servicer. Upon receiving a
notice of resignation or upon such a termination, or in case at any time any
Paying Agent shall cease to be eligible in accordance with the provisions of the
first paragraph of this Section 9.13, the Trustee may appoint, upon prior
written approval of the Servicer, a successor Paying Agent, shall give written
notice of such appointment to the Servicer and shall mail notice of such
appointment to all Certificateholders. Any successor Paying Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Paying Agent. The Trustee shall remain liable
for any duties and obligations assumed by its appointed Paying Agent.

            Section 9.14 Limitation of Liability. The Certificates are executed
by the Trustee, not in its individual capacity but solely as Trustee of the
Trust, in the exercise of the powers and authority conferred and vested in it by
this Agreement. Each of the undertakings and agreements made on the part of the
Trustee in the Certificates is made and intended not as a personal undertaking
or agreement by the Trustee but is made and intended for the purpose of binding
only the Trust.

            Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders in respect of which such
judgment has been recovered.

            Section 9.16 Suits for Enforcement. In case an Event of Default or
other default by the Servicer, the Mortgage Loan Seller or the Depositor
hereunder shall occur and be continuing, the Trustee, in its discretion, may
proceed to protect and enforce its rights and the rights of the Holders of
Certificates under this Agreement by a suit, action or proceeding in equity or
at law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Agreement or in aid of the execution of any power
granted in this Agreement or for the enforcement of any other legal, equitable
or other remedy, as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce any of the rights of the Trustee and the
Certificateholders.

            Section 9.17 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.

            Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.

                                    ARTICLE X

                                   TERMINATION

            Section 10.01 Termination upon Purchase by the Servicer or
Liquidation of All Mortgage Loans. Subject to Section 10.02, the respective
obligations and responsibilities of the Depositor, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make certain
payments to Certificateholders after the last Distribution Date and to send
certain notices as hereinafter set forth and the obligations of the Trustee
pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action
required to be taken by the Trustee on the last Distribution Date pursuant to
this Article X following the earlier of (a) the later of (I) the purchase by the
Servicer of all Group 1 Mortgage Loans and all REO Property relating to Loan
Group 1 remaining in the Trust Estate at a price equal to the sum of (i) 100% of
the unpaid principal balance of each Group 1 Mortgage Loan (other than any Group
1 Mortgage Loan as to which REO Property has been acquired and whose fair market
value is included pursuant to clause (ii) below), (ii) the fair market value of
such REO Property, plus any Class Unpaid Interest Shortfall for any Class of
Certificates in Group 1 as well as one month's interest at the related Mortgage
Interest Rate on the unpaid principal balance of each Group 1 Mortgage Loan
(including any Group 1 Mortgage Loan as to which REO Property has been acquired)
and (iii) any Reimbursement Amount owed to the Trust pursuant to Section 2.04
relating to a Group 1 Mortgage Loan and (II) the purchase by the Servicer of all
Group 2 Mortgage Loans and all REO Property relating to Loan Group 2 remaining
in the Trust Estate at a price equal to the sum of (i) 100% of the unpaid
principal balance of each Group 2 Mortgage Loan (other than any Group 2 Mortgage
Loan as to which REO Property has been acquired and whose fair market value is
included pursuant to clause (ii) below), (ii) the fair market value of such REO
Property, plus any Class Unpaid Interest Shortfall for any Class of Certificates
in Group 2 as well as one month's interest at the related Mortgage Interest Rate
on the unpaid principal balance of each Group 2 Mortgage Loan (including any
Group 2 Mortgage Loan as to which REO Property has been acquired) and (iii) any
Reimbursement Amount owed to the Trust pursuant to Section 2.04 relating to a
Group 2 Mortgage Loan or (b) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Estate or the disposition of all REO Property.

            Regardless of the foregoing, in no event shall the Trust created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof.

            The right of the Servicer to repurchase all of the Group 1 Mortgage
Loans is conditioned upon (A) the aggregate Stated Principal Balance of the
Group 1 Mortgage Loans as of the Final Distribution Date for Loan Group 1 being
less than 5% of the aggregate Cut-off Date Pool Principal Balance for Loan Group
1 and (B) the purchase price calculated pursuant to clause (a)(I) of the first
paragraph of this Section 10.01 being less than or equal to the aggregate fair
market value of the Group 1 Mortgage Loans (other than any Group 1 Mortgage Loan
as to which REO Property has been acquired) and the REO Properties relating to
Loan Group 1; provided, however, that this clause (B) shall not apply to any
purchase by the Servicer if, at the time of the purchase, the Servicer is not
subject to regulation by the OCC, the FDIC, the Federal Reserve or the OTS. Fair
market value for purposes of this paragraph and the second preceding paragraph
will be determined by the Servicer as of the close of business on the third
Business Day next preceding the date upon which notice of any such termination
is furnished to Certificateholders pursuant to the fourth paragraph of this
Article X. If such right is exercised, the Trustee or the Custodian on behalf of
the Trustee, as applicable shall, promptly following payment of the purchase
price, release to the Servicer or its designee the Mortgage Files pertaining to
the Group 1 Mortgage Loans being purchased.

            The right of the Servicer to repurchase all of the Group 2 Mortgage
Loans is conditioned upon (A) the aggregate Stated Principal Balance of the
Group 2 Mortgage Loans as of the Final Distribution Date for Loan Group 2 being
less than 5% of the aggregate Cut-off Date Pool Principal Balance for Loan Group
2 and (B) the purchase price calculated pursuant to clause (a)(II) of the first
paragraph of this Section 10.01 being less than or equal to the aggregate fair
market value of the Group 2 Mortgage Loans (other than any Group 2 Mortgage Loan
as to which REO Property has been acquired) and the REO Properties relating to
Group 2; provided, however, that this clause (B) shall not apply to any purchase
by the Servicer if, at the time of the purchase, the Servicer is not subject to
regulation by the OCC, the FDIC, the Federal Reserve or the OTS. Fair market
value for purposes of this paragraph and the second preceding paragraph will be
determined by the Servicer as of the close of business on the third Business Day
next preceding the date upon which notice of any such termination is furnished
to Certificateholders pursuant to the fourth paragraph of this Article X. If
such right is exercised, the Trustee shall, promptly following payment of the
purchase price, release to the Servicer or its designee the Mortgage Files
pertaining to the Group 2 Mortgage Loans being purchased.

            Notice of any termination, specifying the Final Distribution Date
for a Loan Group (which shall be a date that would otherwise be a Distribution
Date) upon which the related Certificateholders may surrender their Certificates
to the Trustee for payment of the final distribution and for cancellation, shall
be given promptly by the Servicer (if exercising its right to purchase the
assets of such Loan Group) or by the Trustee (in any other case) by letter to
the applicable Certificateholders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution specifying (1) the Final Distribution Date for such Loan Group upon
which final payment of the related Certificates will be made upon presentation
and surrender of such Certificates at the office or agency of the Trustee
therein designated, (2) the amount of any such final payment and (3) that the
Record Date otherwise applicable to such Distribution Date and such Certificates
is not applicable, payments being made only upon presentation and surrender of
the related Certificates at the office or agency of the Trustee therein
specified. If the Servicer is obligated to give notice to Certificateholders as
aforesaid, it shall give such notice to the Trustee and the Certificate
Registrar at the time such notice is given to such Certificateholders. In the
event such notice is given by the Servicer, the Servicer shall deposit in the
Certificate Account for such Loan Group on or before the related Final
Distribution Date in immediately available funds an amount equal to the amount
necessary to make the amount, if any, on deposit in the Certificate Account on
the Final Distribution Date relating to such Loan Group equal to the purchase
price for the related assets of the related Loan Group (or portion thereof)
computed as above provided together with a statement as to the amount to be
distributed on each Class of Certificates pursuant to the next succeeding
paragraph. Not less than five (5) Business Days prior to the Final Distribution
Date for a Loan Group, the Trustee shall notify the Servicer and the Mortgage
Loan Seller of the amount of any unpaid Reimbursement Amount owed to the Trust
relating to such Loan Group and the Mortgage Loan Seller shall deposit such
amount in the Certificate Account not later than the Business Day preceding such
Final Distribution Date.

            Upon presentation and surrender of the applicable Certificates, the
Trustee shall cause to be distributed to Certificateholders of each Class, in
the order set forth in Section 5.02 hereof, on the applicable Final Distribution
Date or the applicable Distribution Date and in proportion to their respective
Percentage Interests, with respect to Certificateholders of the same Class, an
amount equal to (I) as to each Class of Certificates (other than Exchangeable
Certificates), the Class Balance thereof plus (a) accrued interest thereon in
the case of an interest bearing Certificate and (b) the PO Deferred Amount with
respect to the Class 2-PO Certificates and (II) as to the Class 1-A-R
Certificate, the amounts, if any, which remain on deposit (or are deemed to
remain on deposit) in the Upper-Tier REMIC Certificate Sub-Account and the
Certificate Account, respectively (other than the amounts retained to meet
claims) after application pursuant to clause (I) above. Outstanding Exchangeable
Certificates shall be entitled to receive their proportionate share of
distributions allocated to their Related Exchangeable REMIC Certificates. An
amount shall be distributed in respect of interest and principal to the related
Uncertificated Lower-Tier Interests in the same manner as principal and interest
are distributed to the Uncertificated Lower-Tier Interests as provided in
Section 5.02.

            If all of the applicable Certificateholders do not surrender their
Certificates for final payment and cancellation on or before the last
Distribution Date hereunder, the Trustee shall on such date cause all funds in
the Certificate Account not distributed in final distribution to
Certificateholders to continue to be held by the Trustee in an Eligible Account
for the benefit of such Certificateholders and the Servicer (if it exercised its
right to purchase the assets of a Loan Group) or the Trustee (in any other case)
shall give a second written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within one year after the second notice all the
applicable Certificates shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds on deposit in
such Eligible Account.

            Section 10.02 Additional Termination Requirements. (a) If the
Servicer exercises its purchase option with respect to either Loan Group as
provided in Section 10.01 such that no Mortgage Loans or REO Properties remain
in the related Loan Group, the related REMIC shall be terminated in accordance
with the following additional requirements, unless the Trustee has received an
Opinion of Counsel to the effect that the failure of the Trust to comply with
the requirements of this Section 10.02 will not (i) result in the imposition of
taxes on "prohibited transactions" of the Trust as defined in Section 860F of
the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding:

            (i) within 90 days prior to the applicable Final Distribution Date
      set forth in the notice given by the Servicer under Section 10.01, the
      Trustee shall sell all of the assets of the related Loan Group included in
      the Trust Estate to the Servicer for cash; and

            (ii) the notice given by the Servicer or the Trustee pursuant to
      Section 10.01 shall provide that such notice constitutes the adopting of a
      plan of complete liquidation of the Upper-Tier REMIC (in the case the
      purchase option is exercised with respect to the last outstanding Loan
      Group) and the related Lower-Tier REMIC(s) as of the date of such notice
      (or, if earlier, the date on which such notice was mailed to
      Certificateholders). The Trustee shall also specify such date in the final
      tax returns of the Upper-Tier REMIC (if applicable) and the related
      Lower-Tier REMIC(s).

            (b) By its acceptance of the Residual Certificate, the Holder
thereof hereby agrees to take such other action in connection with such plan of
complete liquidation as may be reasonably requested by the Servicer.

            (c) For the avoidance of doubt, (i) 1-A Lower-Tier REMIC may be
terminated as of the Distribution Date on which the Trust Estate owns no Group 1
Mortgage Loans or REO Property relating to Loan Group 1 and (ii) 2-A Lower-Tier
REMIC may be terminated as of the Distribution Date on which the Trust Estate
owns no Group 2 Mortgage Loans or REO Property relating to Loan Group 2.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer, the Mortgage Loan Seller and the Trustee
without the consent of any of the Certificateholders, (i) to cure any ambiguity
or mistake, (ii) to correct or supplement any provisions herein or therein which
may be inconsistent with any other provisions of this Agreement, any amendment
to this Agreement or the related Prospectus Supplement, (iii) to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the Upper-Tier REMIC and the Lower-Tier REMICs
as REMICs at all times that any Certificates are outstanding or to avoid or
minimize the risk of the imposition of any tax on any REMIC pursuant to the Code
that would be a claim against the Trust Estate, provided that (a) the Trustee
has received an Opinion of Counsel to the effect that such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action shall not, as evidenced by
such Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder, (iv) to change the timing and/or nature of deposits
into the Certificate Account (and deemed deposits into the Upper-Tier REMIC
Certificate Sub-Account), provided, that (a) such change shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Senior, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class
1-B-4, Class 1-B-5, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4 or Class
2-B-5 Certificates, as evidenced by a letter from each Rating Agency rating such
Certificates to such effect, (v) to reduce the percentage of the aggregate
Cut-off Date Pool Principal Balance at which the Depositor will have the option
to purchase all the remaining Mortgage Loans in accordance with Section 10.01,
provided that such reduction is considered necessary by the Depositor, as
evidenced by an Officer's Certificate delivered to the Trustee, to preserve the
treatment of the transfer of the Mortgage Loans to the Depositor by the Mortgage
Loan Seller or to the Trust by the Depositor as sale for accounting purposes,
and (vi) to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder, provided that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders
and no Opinion of Counsel to that effect shall be required if the Person
requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates; and provided further, that
any such amendment to this Agreement (1) will not significantly change the
permitted activities of the Trust as set forth in this Agreement or (2) will not
cause the Mortgage Loans to be returned to the Depositor, Mortgage Loan Seller,
Servicer, National City Bank or any of their Affiliates other than pursuant to
the repurchase provisions set forth in this Agreement.

            This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Mortgage Loan Seller and the Trustee, with the
consent of the Holders of Certificates of each Class of Certificates which is
affected by such amendment, evidencing, as to each such Class of Certificates,
Percentage Interests aggregating not less than 66-2/3%, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of such Certificates; provided, however, that no such amendment shall
(A) reduce in any manner the amount of, or delay the timing of, collections of
payments on Mortgage Loans or distributions which are required to be made on any
Certificate without the consent of the Holder of such Certificate or (B) reduce
the aforesaid percentage required to consent to any such amendment, without the
consent of the Holders of all Certificates then Outstanding.

            Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with an Opinion of Counsel to the effect that such amendment
would not subject any of the REMICs created hereunder to any tax or cause any
such REMIC to fail to qualify as a REMIC. Notwithstanding any other provision of
this Agreement, the Trustee shall not consent to any amendment to this Agreement
unless it shall have first received such Opinion of Counsel.

            Promptly after the execution of any such amendment or consent the
Trustee shall furnish written notification of the substance of or a copy of such
amendment to each Certificateholder and to each Rating Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.

            Section 11.02 Recordation of Agreement. This Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer and at its expense on direction by the Trustee, who will act at the
direction of Holders of Certificates evidencing not less than 50% of all Voting
Rights, but only upon direction of the Trustee accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Certificateholders.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

            Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

            No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

            No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as provided herein, and unless also
the Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of each Class of Certificates affected thereby shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the
equal, ratable and common benefit of all Certificateholders. For the protection
and enforcement of the provisions of this Section 11.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

            Section 11.04 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT APPLICATION OF THE
CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Section 11.05 Notices. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, (provided,
however, that notices to the Trustee may be delivered by facsimile and shall be
deemed effective upon receipt) to (a) in the case of the Depositor, 3232 Newmark
Drive, Miamisburg, OH 45342, Attention: Kelly Johnson (telecopy number
937.910.4372), or such other address or telecopy number as may hereafter be
furnished to the Servicer, the Mortgage Loan Seller and the Trustee in writing
by the Depositor, (b) in the case of the Servicer, 3232 Newmark Drive,
Miamisburg, OH 45342, Attention: Kelly Johnson (telecopy number 937.910.4372),
or such other address or telecopy number as may hereafter be furnished to the
Trustee and the Depositor in writing by the Servicer, (c) in the case of the
Mortgage Loan Seller 3232 Newmark Drive, Miamisburg, OH 45342, Attention: Kelly
Johnson (telecopy number 937.910.4372), or such other address or telecopy number
as may hereafter be furnished to the Trustee, the Servicer and the Depositor in
writing by the Mortgage Loan Seller, (d) in the case of the Trustee, Wells Fargo
Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager
NCMT Series 2008-1, and for overnight delivery purposes, Wells Fargo Bank, N.A.,
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Client
Manager NCMT Series 2008-1, with a copy to Wells Fargo Bank, N.A., Sixth Street
and Marquette Avenue, Minneapolis, Minnesota, 55479, Attention: Corporate Trust
Services, NCMT Series 2008-1, (e) in the case of S&P, Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York
10041, Attn: Mortgage Surveillance Group and (f) in the case of Fitch, Fitch
Ratings, One State Street Plaza, New York, New York 10004, Attention:
Residential Mortgage Surveillance Group; or, as to each party, at such other
address as shall be designated by such party in a written notice to each other
party. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.

            Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 11.07 Certificates Nonassessable and Fully Paid. It is the
intention of the Trustee that Certificateholders shall not be personally liable
for obligations of the Trust Estate, that the beneficial ownership interests
represented by the Certificates shall be nonassessable for any losses or
expenses of the Trust Estate or for any reason whatsoever, and that Certificates
upon execution, authentication and delivery thereof by the Trustee pursuant to
Section 6.01 are and shall be deemed fully paid.

            Section 11.08 Access to List of Certificateholders. The Certificate
Registrar will furnish or cause to be furnished to the Trustee, within 15 days
after the receipt of a request by the Trustee in writing, a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders.

            If three or more Certificateholders apply in writing to the Trustee,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and is accompanied by a copy of the communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such applicants access during
normal business hours to the most recent list of Certificateholders held by the
Trustee. If such a list is as of a date more than 90 days prior to the date of
receipt of such applicants' request, the Trustee shall promptly request from the
Certificate Registrar a current list as provided above, and shall afford such
applicants access to such list promptly upon receipt.

            Every Certificateholder, by receiving and holding such list, agrees
with the Certificate Registrar and the Trustee that neither the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

            Section 11.09 Recharacterization. The parties to this Agreement
intend the conveyance by the Depositor to the Trustee on behalf of the Trust of
all of its right, title and interest in and to the Mortgage Loans pursuant to
this Agreement to constitute a purchase and sale and not a loan. Notwithstanding
the foregoing, to the extent that such conveyance is held not to constitute a
sale under applicable law, it is intended that this Agreement shall constitute a
security agreement under applicable law and that the Depositor shall be deemed
to have granted to the Trustee on behalf of the Trust a first priority security
interest in all of the Depositor's right, title and interest in and to the
Mortgage Loans.

            Section 11.10 Insolvency. The Servicer, the Mortgage Loan Seller and
Trustee shall each notify the Depositor of any of the events enumerated in Item
1.03 of Form 8-K with respect to any of the Servicer, Depositor or Trustee at
least two Business Days prior to the effective date thereof and shall provide
the Depositor with all information required by the Depositor to comply with its
reporting obligation under Item 1.03 of Form 8-K not later than the effective
date of any such event.

            Section 11.11 Regulation AB Compliance; Intent of Parties;
Reasonableness. The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Securities and Exchange Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agree to comply with requests made by the Depositor
in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. In connection with the Trust, the
Servicer, the Mortgage Loan Seller and the Trustee shall cooperate fully with
the Depositor to deliver to the Depositor (including its assignees or
designees), any and all statements, reports, certifications, records and any
other information available to such party and reasonably necessary in the good
faith determination of the Depositor to permit the Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the
Servicer, the Mortgage Loan Seller and the Trustee, as applicable, reasonably
believed by the Depositor to be necessary in order to effect such compliance.


<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Servicer, the Mortgage Loan
Seller and the Trustee have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized to be hereunto affixed, all as of
the day and year first above written.

                                       NATIONAL CITY MORTGAGE CAPITAL LLC,
                                         as Depositor



                                       By:   /s/ Kelly C. Johnson
                                          ------------------------------------
                                          Name:  Kelly C. Johnson
                                          Title: Vice President and Secretary


                                       NATIONAL CITY MORTGAGE CO., as Servicer



                                       By:   /s/ Keith Weiskittle
                                          ------------------------------------
                                          Name:  Keith Weiskittle
                                          Title: Senior Vice President


                                       NATIONAL CITY MORTGAGE CO., as
                                        Mortgage Loan Seller



                                       By:   /s/ Kelly C. Johnson
                                          ------------------------------------
                                          Name:  Kelly C. Johnson
                                          Title: Senior Vice President


                                       WELLS FARGO BANK, N.A.,
                                         as Trustee



                                       By:   /s/ Raymond Delli Colli
                                          ------------------------------------
                                          Name:  Raymond Delli Colli
                                          Title: Vice President


<PAGE>




STATE OF_____________   )
                        )  ss.:
COUNTY OF___________    )



On the 28th day of February, 2008, before me, a notary public in and for the
State of ______________, personally appeared ______________________, known to me
who, being by me duly sworn, did depose and say that he is an _____________ of
Wells Fargo Bank, N.A., a national banking association, one of the parties that
executed the foregoing instrument; and that he signed his name thereto by order
of the Board of Directors of such association.



                                         _______________________________________
                                                      Notary Public

[Notarial Seal]

My commission expires ____________.


<PAGE>


STATE OF_____________   )
                        )  ss.:
COUNTY OF___________    )

            On the day of ______ 20__, before me, a notary public in and for
said State, personally appeared ________________, known to me to be an
_______________________ of National City Mortgage Capital LLC, one of the
companies that executed the within instrument, and also known to me to be the
person who executed it on behalf of said company, and acknowledged to me that
such company executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                         _______________________________________
                                                      Notary Public

[Notarial Seal]


My commission expires ____________.


<PAGE>



STATE OF_____________   )
                        )  ss.:
COUNTY OF___________    )

            On the ____ day of ______ 20__, before me, a notary public in and
for said State, personally appeared _____________________, known to me to be
__________________ of National City Mortgage Co., 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]

My commission expires ____________.



<PAGE>


STATE OF_____________   )
                        )  ss.:
COUNTY OF___________    )

            On the ____ day of ______ 20__, before me, a notary public in and
for said State, personally appeared _____________________, known to me to be
__________________ of National City Mortgage Co., 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]


My commission expires ____________.


<PAGE>


                                   EXHIBIT A-1

                      [FORM OF FACE OF SENIOR CERTIFICATES]

                   NATIONAL CITY MORTGAGE CAPITAL TRUST 2008-1
                Mortgage Pass-Through Certificates, Series 2008-1
                                   Class [__]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE")].

[FOR EXCHANGEABLE REMIC CERTIFICATES: THIS CERTIFICATE IS AN EXCHANGEABLE
REMIC CERTIFICATE AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERENCED HEREIN.]

[FOR EXCHANGEABLE CERTIFICATES: THIS CERTIFICATE IS AN EXCHANGEABLE
CERTIFICATE AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED
HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
REPRESENTS BENEFICIAL OWNERSHIP OF AN INTEREST IN EACH RELATED EXCHANGEABLE
REMIC CERTIFICATE.]

<PAGE>

                   NATIONAL CITY MORTGAGE CAPITAL TRUST 2008-1
                Mortgage Pass-Through Certificates, Series 2008-1
                                  Class [____]

evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by

                National City Mortgage Capital LLC, as Depositor

Certificate No.:              [____]

Cut-Off Date:                 February 1, 2008

First Distribution Date:      March 25, 2008

[Maximum] Initial
Certificate
Balance of this
Certificate (or,
if indicated,
Initial Notional Amount)
("Denomination"):             $[_____________]

[Maximum] Initial Class
Certificate Balance
(or, if indicated,
Initial Notional Amount)
of this Class:                $[_____________]]

Pass-Through Rate:            [RATE]

CUSIP No.:                    [CUSIP]

ISIN No.:                     [ISIN]

      THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by
National City Mortgage Capital LLC (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated February 28, 2008 (the
"Pooling and Servicing Agreement"), among the Depositor, National City Mortgage
Co., as servicer (in such capacity, the "Servicer") and mortgage loan seller (in
such capacity, the "Mortgage Loan Seller"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. The Pooling and Servicing
Agreement states the rights of the holders of the Certificates and specifies how
amounts of interest and principal are calculated and distributed on each Class
of Certificates and the method for allocating losses.

      This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Servicer, the Mortgage Loan Seller
or the Trustee referred to below or any of their respective affiliates. Neither
this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.

                                      * * *

<PAGE>

                                   EXHIBIT A-2

                     [FORM OF FACE OF RESIDUAL CERTIFICATE]

                   NATIONAL CITY MORTGAGE CAPITAL TRUST 2008-1
                Mortgage Pass-Through Certificates, Series 2008-1
                                   Class 1-A-R

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN THREE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").

THIS CLASS 1-A-R CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SIMILAR
TO ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR A PERSON ACTING ON BEHALF OF
OR INVESTING ASSETS OF A PLAN.

TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN TAX RELATED TRANSFER
RESTRICTIONS DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT. ANY
ATTEMPTED OR PURPORTED TRANSFER OF THIS RESIDUAL CERTIFICATE IN VIOLATION OF
SUCH RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN
THE PURPORTED TRANSFEREE.

<PAGE>

                   NATIONAL CITY MORTGAGE CAPITAL TRUST 2008-1
                Mortgage Pass-Through Certificates, Series 2008-1
                                   Class 1-A-R

evidencing a 100% Percentage Interest in the distributions allocable to the
Certificate of the above-referenced Class with respect to a Trust consisting
primarily of a pool of mortgage loans (the "Mortgage Loans") secured by first
liens on one- to four-family residential properties deposited by

               National City Mortgage Capital LLC, as Depositor

Certificate No.:

Cut-off Date:                 February 1, 2008

First Distribution Date:      March 25, 2008

Initial Certificate
Balance of this
Certificate
("Denomination"):             $[______]

Initial Class Certificate
Balance of this Class:        $100.00

Pass-Through Rate:            [______]%

CUSIP No.:                    [CUSIP]

ISIN No.:                     [ISIN]

      THIS CERTIFIES THAT _________ is the registered owner of 100% Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting of the Mortgage Loans deposited by National City
Mortgage Capital LLC (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement, dated February 28, 2008 (the "Pooling and
Servicing Agreement"), among the Depositor, National City Mortgage Co., as
servicer (in such capacity, the "Servicer") and mortgage loan seller (in such
capacity, the "Mortgage Loan Seller"), and Wells Fargo Bank, N.A., as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

      Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Mortgage
Loan Seller or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.

      Any distribution of the proceeds of any remaining assets of the
Certificate Account will be made only upon presentment and surrender of this
Class 1-A-R Certificate at the Corporate Trust Office.

      Each Person who has or who acquires this Class 1-A-R Certificate shall be
deemed by the acceptance or acquisition thereof to have agreed to be bound by
the following provisions and the rights of each Person acquiring this Class
1-A-R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring this Class 1-A-R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee; (ii) no Person shall acquire an
ownership interest in this Class 1-A-R Certificate unless such ownership
interest is a pro rata undivided interest; (iii) in connection with any proposed
transfer of this Class 1-A-R Certificate, the Trustee shall require delivery to
it, in form and substance satisfactory to it, of an affidavit in the form of
Exhibit I to the Pooling and Servicing Agreement; (iv) notwithstanding the
delivery of an affidavit by a proposed transferee under clause (iii) above, if a
Responsible Officer of the Trustee has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership Interest
in this Residual Certificate to such proposed transferee shall be effected; (v)
this Residual Certificate may not be purchased by or transferred to any Person
that is not a U.S. Person, unless (A) such Person holds this Residual
Certificate in connection with the conduct of a trade or business within the
United States and furnishes the transferor and the Trustee with an effective
Internal Revenue Service Form W-8ECI (or any successor thereto) or (B) the
transferee delivers to both the transferor and the Trustee an Opinion of Counsel
from a nationally-recognized tax counsel to the effect that such transfer is in
accordance with the requirements of the Code and the regulations promulgated
thereunder and that such transfer of this Residual Certificate will not be
disregarded for federal income tax purposes; (vi) any attempted or purported
transfer of this Class 1-A-R Certificate in violation of the provisions of such
restrictions shall be absolutely null and void and shall vest no rights in the
purported transferee; and (vii) if any Person other than a Permitted Transferee
acquires the Class 1-A-R Certificate in violation of such restrictions, then the
Trustee, based on information provided to the Trustee by the Servicer, will
provide to the Internal Revenue Service, and to the Persons specified in Section
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e) of the Code on transfers of residual interests to
disqualified organizations.

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.

                                      * * *

<PAGE>

                                    EXHIBIT B

                   [FORM OF FACE OF SUBORDINATE CERTIFICATES]

                   NATIONAL CITY MORTGAGE CAPITAL TRUST 2008-1
                Mortgage Pass-Through Certificates, Series 2008-1
                Class [1-B-1][1-B-2][1-B-3][1-B-4][1-B-5][1-B-6]
                   [2-B-1][2-B-2][2-B-3][2-B-4][2-B-5][2-B-6]

[FOR THE CLASS 1-B-1, CLASS 1-B-2, CLASS 1-B-3, CLASS 2-B-1, CLASS 2-B-2 AND
CLASS 2-B-3 CERTIFICATES ONLY: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

REDUCTIONS OF THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERENCED HEREIN. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THE
AMOUNT SET FORTH BELOW.

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT.

[FOR THE CLASS 1-B-4, CLASS 1-B-5, CLASS 1-B-6, CLASS 2-B-4, CLASS 2-B-5 AND
CLASS 2-B-6 CERTIFICATES ONLY: THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER
OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE
MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933
ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING AGREEMENT
REFERENCED HEREIN.]

[FOR THE CLASS 1-B-4, CLASS 1-B-5, CLASS 1-B-6, CLASS 2-B-4, CLASS 2-B-5 AND
CLASS 2-B-6 CERTIFICATES ONLY: UNDER CURRENT LAW THE PURCHASE AND HOLDING OF
THIS CERTIFICATE BY OR ON BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT,
INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE
(COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE
MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT
BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A
REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE,
STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN OR
USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT IS AN
INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS
AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E)
OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG.
35925 (JULY 12, 1995)), THERE IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF
SUCH GENERAL ACCOUNT'S RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR
ON BEHALF OF SUCH PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR
AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND LIABILITIES
OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER SECTION I(A) OF
PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT HAVE AN INTEREST IN
SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60 APPLIES, OR (II) AN OPINION OF
COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO
THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF
SUCH PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL
NOT SUBJECT THE DEPOSITOR, THE SERVICER, THE MORTGAGE LOAN SELLER OR THE TRUSTEE
TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE
PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
PRECEDING SENTENCE TO THE TRUSTEE. THE POOLING AND SERVICING AGREEMENT PROVIDES
THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER
RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED
TRANSFEREE.]

<PAGE>

                   NATIONAL CITY MORTGAGE CAPITAL TRUST 2008-1
                Mortgage Pass-Through Certificates, Series 2008-1
                                  Class [____]

evidencing an interest in a Trust consisting primarily of a pool of mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family
residential properties deposited by

                National City Mortgage Capital LLC, as Depositor

Certificate No.:

Cut-off Date:                 February 1, 2008

First Distribution Date:      March 25, 2008

Initial Certificate
Balance of this
Certificate
("Denomination"):             $[_____________]

Initial Class Certificate
Balance of this Class:        $[_______]

Pass-Through Rate:            [RATE]

CUSIP No.:                    [CUSIP]

ISIN No.:                     [ISIN]

      THIS CERTIFIES THAT __________ is the registered owner of the Percentage
Interest evidenced by this Certificate in certain monthly distributions with
respect to a Trust consisting primarily of the Mortgage Loans deposited by
National City Mortgage Capital LLC (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement, dated February 28, 2008 (the
"Pooling and Servicing Agreement"), among the Depositor, National City Mortgage
Co., as servicer (in such capacity, the "Servicer") and mortgage loan seller (in
such capacity, the "Mortgage Loan Seller"), and Wells Fargo Bank, N.A., as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Pooling and Servicing Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

      Principal in respect of this Certificate is distributable monthly as set
forth in the Pooling and Servicing Agreement. Accordingly, the Certificate
Balance of this Certificate at any time may be less than the Certificate Balance
as set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, the Mortgage
Loan Seller or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.

      [For the Class 1-B-4, Class 1-B-5, Class 1-B-6, Class 2-B-4, Class 2-B-5
and Class 2-B-6 Certificates only: No transfer of a Certificate of this Class
shall be made unless such transfer is exempt from the registration requirements
of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable
state securities laws or is made in accordance with the 1933 Act and such laws.
In the event of any such transfer, (i) unless the transfer is made in reliance
on Rule 144A under the 1933 Act, the Trustee or the Depositor may require a
written Opinion of Counsel (which may be in-house counsel) acceptable to and in
form and substance reasonably satisfactory to the Trustee and the Depositor that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Mortgage Loan Seller,
their affiliates or both. The Holder of a Private Certificate desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.]

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Pooling
and Servicing Agreement or be valid for any purpose unless manually
authenticated by an authorized signatory of the Trustee.

                                      * * *

<PAGE>

                                    EXHIBIT C

                      [FORM OF REVERSE OF ALL CERTIFICATES]

                   NATIONAL CITY MORTGAGE CAPITAL TRUST 2008-1
                       Mortgage Pass-Through Certificates

      This Certificate is one of a duly authorized issue of Certificates
designated as National City Mortgage Capital Trust 2008-1 Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (collectively, the
"Certificates"), and representing a beneficial ownership interest in the Trust
created by the Pooling and Servicing Agreement.

      The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Pooling and Servicing
Agreement or, except as expressly provided in the Pooling and Servicing
Agreement, subject to any liability under the Pooling and Servicing Agreement.

      This Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced thereby, and the rights, duties and immunities of the Trustee.

      Pursuant to the terms of the Pooling and Servicing Agreement, a
distribution will be made on the 25th day of each calendar month (or, if such
day is not a Business Day, the next Business Day) (each, a "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business on
the applicable Record Date in an amount required pursuant to the Pooling and
Servicing Agreement. The Record Date applicable to each Distribution Date is the
last Business Day of the month next preceding the month of such Distribution
Date.

      On each Distribution Date, the Trustee shall distribute out of the
Certificate Account to each Certificateholder of record on the related Record
Date (other than respecting the final distribution) (a) by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or (b) upon written
request by the Holder of a Regular Certificate, by wire transfer or by such
other means of payment as such Certificateholder and the Trustee shall agree
upon, such Certificateholder's Percentage Interest in the amount to which the
related Class of Certificates is entitled in accordance with the priorities set
forth in Section 5.02 of the Pooling and Servicing Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentation and surrender of such Certificate to the Trustee as contemplated by
Section 10.01 of the Pooling and Servicing Agreement.

      The Pooling and Servicing Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights and
obligations of the Trustee and the rights of the Certificateholders under the
Pooling and Servicing Agreement at any time by the Depositor, the Servicer, the
Mortgage Loan Seller and the Trustee with the consent of the Holders of
Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Pooling and Servicing Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange therefor or in lieu hereof whether or
not notation of such consent is made upon this Certificate. The Pooling and
Servicing Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the Corporate Trust Office accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations and evidencing the same aggregate
Percentage Interest in the Trust will be issued to the designated transferee or
transferees.

      The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.

      No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      The Depositor, the Servicer, the Mortgage Loan Seller, the Certificate
Registrar and the Trustee and any agent of the Depositor, the Servicer, the
Mortgage Loan Seller, the Certificate Registrar or the Trustee may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicer, the Mortgage Loan Seller, the
Certificate Registrar, the Trustee or any such agent shall be affected by any
notice to the contrary.

      On any Distribution Date on which the aggregate Stated Principal Balance
of the Mortgage Loans in a Loan Group is less than 5% of the aggregate Cut-off
Date Principal Balance for such Loan Group , the Servicer will have the option
to repurchase, in whole, from the Trust all remaining Mortgage Loans in such
Loan Group and all property acquired in respect of such Mortgage Loans at a
purchase price determined as provided in the Pooling and Servicing Agreement.
The 5% may be reduced by an amendment to the Pooling and Servicing Agreement
without Certificateholder consent under certain conditions set forth in the
Pooling and Servicing Agreement. In the event that no such optional repurchase
occurs, the obligations and responsibilities created by the Pooling and
Servicing Agreement will terminate upon the later of the maturity or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust or the disposition of all property in respect thereof and
the distribution to Certificateholders of all amounts required to be distributed
pursuant to the Pooling and Servicing Agreement. In no event shall the Trust
created by the Pooling and Servicing Agreement continue beyond the expiration of
21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date thereof.

      Any term used herein that is defined in the Pooling and Servicing
Agreement shall have the meaning assigned in the Pooling and Servicing
Agreement, and nothing herein shall be deemed inconsistent with that meaning.

<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:

                                    WELLS FARGO BANK, N.A.,
                                    as Trustee

                                    By__________________________________________
                                               Authorized Signatory

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Certificates referred to in the Pooling and Servicing
Agreement referenced herein.

                                    WELLS FARGO BANK, N.A.,
                                    as Trustee

                                    By__________________________________________
                                               Authorized Signatory

<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

      I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:

                                    ____________________________________________
                                    Signature by or on behalf of assignor

                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for purposes of distribution:

      Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________ for the
account of ___________________, account number _________________________, or, if
mailed by check, to Applicable statements should be mailed to
_______________________

      This information is provided by , the assignee named above, or , as its
agent.

<PAGE>

                                    EXHIBIT D

                 ADDRESSES FOR REQUESTING MORTGAGE LOAN SCHEDULE

For the Depositor:

National City Mortgage Capital LLC
3232 Newmark Drive
Miamisburg, OH 45342
Attn: NCMCT 2008-1

For the Trustee:

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: NCMT 2008-1

<PAGE>

                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS

                                     [date]

To:   Wells Fargo Bank, N.A.
      1015 10th Avenue, S.E.
      Minneapolis, Minnesota 55414-0031
      Attn: Inventory Control (NCMT 2008-1)

      Re:   The Pooling and Servicing Agreement dated February 28, 2008,
            among National City Mortgage Capital LLC, as Depositor, National
            City Mortgage Co., as Servicer and Mortgage Loan Seller, and
            Wells Fargo Bank, N.A., as Trustee

      In connection with the administration of the Mortgage Loans held by you,
as Custodian, pursuant to the above-captioned Pooling and Servicing Agreement,
we request the release, and hereby acknowledge receipt, of the Mortgage File for
the Mortgage Loan described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one)


____  1.    Mortgage Paid in Full

____  2.    Foreclosure

____  3.    Substitution

____  4.    Other Liquidation

____  5.    Nonliquidation                      Reason: ___________________


                                       By:______________________________________
                                          (authorized signer of National City
                                          Mortgage Co.)

                                       Issuer:__________________________________
                                       Address:_________________________________
                                       _________________________________________
                                       Date:____________________________________

Custodian

Wells Fargo Bank, N.A.

Please acknowledge the execution of the above request by your signature and date
below:

__________________________________  _______________
Signature   Date

Documents returned to Custodian:

___________________________________ ________________
Custodian   Date

<PAGE>

                                    EXHIBIT F

                FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT

                                     [Date]

      [_______________] hereby certifies that it has established a [__________]
Account pursuant to Section [________] of the Pooling and Servicing Agreement,
dated February 28, 2008, among National City Mortgage Capital LLC, as Depositor,
National City Mortgage Co., as Servicer and Mortgage Loan Seller, and Wells
Fargo Bank, N.A., as Trustee.

                               [_______________],

                               By:______________________________________________
                               Name:____________________________________________
                               Title:___________________________________________

<PAGE>

                                   EXHIBIT G-1

                         FORM OF TRANSFEROR CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - NCMT 2008-1

      Re:   National City Mortgage Capital Trust 2008-1, Mortgage
            Pass-Through Certificates, Series 2008-1, Class ___,
            having an initial aggregate Certificate Balance as of
            February 28, 2008 of $___________

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[______________] (the "Transferor") to [______________] (the "Transferee") of
the captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated February 28, 2008, among National City Mortgage Capital LLC,
as Depositor, National City Mortgage Co., as Servicer and Mortgage Loan Seller,
and Wells Fargo Bank, N.A., as Trustee. All capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:

            1. The Transferor is the lawful owner of the Transferred
      Certificates with the full right to transfer such Certificates free from
      any and all claims and encumbrances whatsoever.

            2. Neither the Transferor nor anyone acting on its behalf has (a)
      offered, transferred, pledged, sold or otherwise disposed of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security to any person in any manner, (b) solicited any
      offer to buy or accept a transfer, pledge or other disposition of any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security from any person in any manner, (c) otherwise
      approached or negotiated with respect to any Transferred Certificate, any
      interest in a Transferred Certificate or any other similar security with
      any person in any manner, (d) made any general solicitation with respect
      to any Transferred Certificate, any interest in a Transferred Certificate
      or any other similar security by means of general advertising or in any
      other manner, or (e) taken any other action with respect to any
      Transferred Certificate, any interest in a Transferred Certificate or any
      other similar security, which (in the case of any of the acts described in
      clauses (a) through (e) hereof) would constitute a distribution of the
      Transferred Certificates under the Securities Act of 1933, as amended (the
      "1933 Act"), would render the disposition of the Transferred Certificates
      a violation of Section 5 of the 1933 Act or any state securities laws, or
      would require registration or qualification of the Transferred
      Certificates pursuant to the 1933 Act or any state securities laws.

                                    Very truly yours,

                                    __________________________________________
                                    (Transferor)

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________

<PAGE>

                                  EXHIBIT G-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - NCMT 2008-1

      Re:   National City Mortgage Capital Trust 2008-1, Mortgage
            Pass-Through Certificates, Series 2008-1, Class ___,
            having an initial aggregate Certificate Balance as of
            February 28, 2008 of $[_________]

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[_______________] (the "Transferor") to [_________________________________] (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated February 28, 2008, among National City Mortgage
Capital LLC, as Depositor, National City Mortgage Co., as Servicer and Mortgage
Loan Seller, and Wells Fargo Bank, N.A., as Trustee. All capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Trustee, that:

            1. The Transferee is a "qualified institutional buyer" (a "Qualified
      Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
      under the Securities Act of 1933, as amended (the "1933 Act"), and has
      completed one of the forms of certification to that effect attached hereto
      as Annex 1 and Annex 2. The Transferee is aware that the sale to it is
      being made in reliance on Rule 144A. The Transferee is acquiring the
      Transferred Certificates for its own account or for the account of another
      Qualified Institutional Buyer, and understands that such Transferred
      Certificates may be resold, pledged or transferred only (a) to a person
      reasonably believed to be a Qualified Institutional Buyer that purchases
      for its own account or for the account of another Qualified Institutional
      Buyer to whom notice is given that the resale, pledge or transfer is being
      made in reliance on Rule 144A, or (b) pursuant to another exemption from
      registration under the 1933 Act.

            2. The Transferee has been furnished with all information regarding
      (a) the Depositor, (b) the Transferred Certificates and distributions
      thereon, (c) the nature, performance and servicing of the Mortgage Loans,
      (d) the Pooling and Servicing Agreement and the Trust created pursuant
      thereto, (e) any credit enhancement mechanism associated with the
      Transferred Certificate, and (f) all related matters, that it has
      requested.

            3. If the Transferee proposes that the Transferred Certificates be
      registered in the name of a nominee, such nominee has completed the
      Nominee Acknowledgment below.

                                    Very truly yours,

                                    __________________________________________
                                    (Transferor)

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________

<PAGE>

                             Nominee Acknowledgment

      The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.

                                     _________________________________________

                                     (Nominee)

                                     By:______________________________________
                                     Name:____________________________________
                                     Title:___________________________________

<PAGE>

                                                         ANNEX 1 TO EXHIBIT G-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

      The undersigned hereby certifies as follows to [__________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

      1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

      2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended,
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

      ___   Corporation, etc. The Transferee is a corporation (other than a
            bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or any
            organization described in Section 501(c)(3) of the Internal Revenue
            Code of 1986.

      ___   Bank. The Transferee (a) is a national bank or a banking institution
            organized under the laws of any state, U.S. territory or the
            District of Columbia, the business of which is substantially
            confined to banking and is supervised by the state or territorial
            banking commission or similar official or is a foreign bank or
            equivalent institution, and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. bank, and not more than 18 months
            preceding such date of sale in the case of a foreign bank or
            equivalent institution.

      ___   Savings and Loan. The Transferee (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a state or federal authority having supervision over
            any such institutions, or is a foreign savings and loan association
            or equivalent institute and (b) has an audited net worth of at least
            $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto, as of a date not
            more than 16 months preceding the date of sale of the Transferred
            Certificates in the case of a U.S. savings and loan association, and
            not more than 18 months preceding such date of sale in the case of a
            foreign savings and loan association or equivalent institution.

      ___   Broker-dealer. The Transferee is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934, as amended.

      ___   Insurance Company. The Transferee is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a state, U.S.
            territory or the District of Columbia.

      ___   State or Local Plan. The Transferee is a plan established and
            maintained by a state, its political subdivisions, or any agency or
            instrumentality of the state or its political subdivisions, for the
            benefit of its employees.

      ___   ERISA Plan. The Transferee is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

      ___   Investment Advisor. The Transferee is an investment advisor
            registered under the Investment Advisers Act of 1940.

      ___   Other. (Please supply a brief description of the entity and a
            cross-reference to the paragraph and subparagraph under
            subsection (a)(1) of Rule 144A pursuant to which it qualifies.
            Note that registered investment companies should complete Annex 2
            rather than this Annex 1.)

      3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.

      4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

      5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

            ____  ____           Will the Transferee be purchasing the
            Yes   No             Transferred Certificates only for the
                                 Transferee's own account?

      6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

      7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

                                    __________________________________________
                                    Print Name of Transferee

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________
                                    Date:_____________________________________

----------

(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.

<PAGE>

                                                         ANNEX 2 TO EXHIBIT G-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

      The undersigned hereby certifies as follows to [_________________] (the
"Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
mortgage pass-through certificates (the "Transferred Certificates") described in
the Transferee certificate to which this certification relates and to which this
certification is an Annex:

      1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A ("Rule 144A") under the Securities Act of 1933, as amended, because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

      2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Transferee alone
owned and/or invested on a discretionary basis, or the Transferee's Family of
Investment Companies owned, at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year. For purposes of determining the amount of securities owned
by the Transferee or the Transferee's Family of Investment Companies, the cost
of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

      ____  The Transferee owned and/or invested on a discretionary basis
            $____________________ in securities (other than the excluded
            securities referred to below) as of the end of the Transferee's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

      ____  The Transferee is part of a Family of Investment Companies which
            owned in the aggregate $__________________ in securities (other than
            the excluded securities referred to below) as of the end of the
            Transferee's most recent fiscal year (such amount being calculated
            in accordance with Rule 144A).

      3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

      4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.

      5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

            ____  ____           Will the Transferee be purchasing the
            Yes   No             Transferred Certificates only for the
                                 Transferee's own account?

      6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

      7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                    __________________________________________
                                    Print Name of Transferee or Adviser

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________

                                    IF AN ADVISER:

                                    __________________________________________
                                    Print Name of Transferee

                                    By:_______________________________________
                                    Date:_____________________________________

<PAGE>

                                  EXHIBIT G-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                      FOR TRANSFERS OF PRIVATE CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - NCMT 2008-1

      Re:   National City Mortgage Capital Trust 2008-1, Mortgage
            Pass-Through Certificates, Series 2008-1, Class
            [1-B-4] [1-B-5] [1-B-6], [2-B-4], [2-B-5], [2-B-6],
            having an initial aggregate Certificate Principal
            Balance as of February 28, 2008 of $_________

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[_________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
February 28, 2008, among National City Mortgage Capital LLC, as Depositor,
National City Mortgage Co., as Servicer and Mortgage Loan Seller, and Wells
Fargo Bank, N.A., as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Trustee, that:

      1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "1933 Act"), or
any applicable state securities laws.

      2. Transferee understands that (a) the Transferred Certificates have not
been and will not be registered under the 1933 Act or registered or qualified
under any applicable state securities laws, (b) neither the Depositor nor the
Trustee is obligated so to register or qualify the Transferred Certificates and
(c) neither the Transferred Certificates nor any security issued in exchange
therefor or in lieu thereof may be resold or transferred unless such resale or
transfer is exempt from the registration requirements of the 1933 Act and any
applicable state securities laws or is made in accordance with the 1933 Act and
laws, in which case (i) unless the transfer is made in reliance on Rule 144A
under the 1933 Act, the Trustee or the Depositor may require a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Trustee or the Depositor and (ii) the Trustee shall require
a certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached to the Pooling and Servicing
Agreement either as Exhibit G-2A or as Exhibit G-2B, which certificates shall
not be an expense of the Trustee or the Depositor; provided that the foregoing
requirements under clauses (i) and (ii) shall not apply to a transfer of a
Private Certificate between or among the Depositor, the Seller, their affiliates
or both.

      3. The Transferee understands that it may not sell or otherwise transfer
the Transferred Certificates, any security issued in exchange therefor or in
lieu thereof or any interest in the foregoing except in compliance with the
provisions of Section 6.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "1933 ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE
      WITHOUT REGISTRATION THEREOF UNDER THE 1933 ACT MAY ONLY BE MADE IN A
      TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT
      AND IN ACCORDANCE WITH THE PROVISIONS OF THE POOLING AND SERVICING
      AGREEMENT REFERENCED HEREIN.

      UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
      BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
      INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE INTERNAL REVENUE CODE OF
      1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE OR LOCAL LAW
      ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE (COLLECTIVELY, A
      "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN THE MEANING OF
      ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS CERTIFICATE WILL NOT BE
      MADE UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER (I) A
      REPRESENTATION LETTER, IN FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE,
      STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY SUCH PLAN
      OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR (B) IF IT
      IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO PURCHASE THIS
      CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
      DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
      ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE IS NO BENEFIT
      PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S RESERVES
      AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH BENEFIT
      PLAN AND ALL OTHER BENEFIT PLANS MAINTAINED BY THE SAME EMPLOYER (OR
      AFFILIATE THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE
      SAME EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
      LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
      SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
      HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
      APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
      TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR
      HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL NOT
      CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
      MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT
      SUBJECT THE DEPOSITOR, THE SERVICER, THE MORTGAGE LOAN SELLER OR THE
      TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
      AND SERVICING AGREEMENT. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY
      INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED
      BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE UNLESS
      SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER OR THE OPINION
      OF COUNSEL REFERRED TO IN THE PRECEDING SENTENCE TO THE TRUSTEE. THE
      POOLING AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED
      TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID
      AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.

      4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
transferred, pledged, sold or otherwise disposed of any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a transfer,
pledge or other disposition of any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security with any person in any manner, (d) made any general solicitation by
means of general advertising or in any other manner, or (e) taken any other
action, that (in the case of any of the acts described in clauses (a) through
(e) above) would constitute a distribution of the Transferred Certificates under
the 1933 Act, would render the disposition of the Transferred Certificates a
violation of Section 5 of the 1933 Act or any state securities law or would
require registration or qualification of the Transferred Certificates pursuant
thereto. The Transferee will not act, nor has it authorized nor will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to the Transferred Certificates, any interest in the Transferred
Certificates or any other similar security.

      5. The Transferee has been furnished with all information regarding (a)
the Depositor, (b) the Transferred Certificates and distributions thereon, (c)
nature, performance and servicing of the Mortgage Loans., (d) the Pooling and
Servicing Agreement and the Trust created pursuant thereto, (e) any credit
enhancement mechanism associated with the Transferred Certificates, and (f) all
related matters, that it has requested.

      6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501 (a) under the 1933 Act or an entity
in which all the equity owners come within such paragraphs and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Transferred
Certificates; the Transferee has sought such accounting, legal and tax advice as
it has considered necessary to make an informed investment decision; and the
Transferee is able to bear the economic risks of such an investment and can
afford a complete loss of such investment.

      7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

                                    Very truly yours,

                                    __________________________________________
                                    (Transferee)

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________
                                    Date:_____________________________________

<PAGE>

                             Nominee Acknowledgment

      The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.

                                    __________________________________________

                                    (Nominee)

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________

<PAGE>

                                    EXHIBIT H

                    FORM OF TRANSFEREE REPRESENTATION LETTER
                        FOR ERISA RESTRICTED CERTIFICATES

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services - NCMT 2008-1

      Re:   National City Mortgage Capital Trust 2008-1, Mortgage
            Pass-Through Certificates, Series 2008-1, Class ___,
            having an initial aggregate Certificate Principal
            Balance as of February 28, 2008 of $_________

Ladies and Gentlemen:

      This letter is delivered to you in connection with the transfer by
[_______________________] (the "Transferor") to
[________________________________] (the "Transferee") of the captioned
Certificates (the "Transferred Certificates"), pursuant to Section 6.02 of the
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated
February 28, 2008, among National City Mortgage Capital LLC, as Depositor,
National City Mortgage Co., as Servicer and Mortgage Loan Seller, and Wells
Fargo Bank, N.A., as Trustee. All capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Pooling
and Servicing Agreement.

      The Transferee hereby certifies, represents and warrants to you, as
Trustee, either that:

      (a) it is not, and is not acting on behalf of, an employee benefit plan or
arrangement, including an individual retirement account, subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal
Revenue Code of 1986, as amended (the "Code"), or any federal, state or local
law ("Similar Law") which is similar to ERISA or the Code (collectively, a
"Plan"), and it is not using the assets of any such Plan to effect the purchase
of the Transferred Certificates; or

      (b) it is an insurance company and the source of funds used to purchase
the Transferred Certificates is an "insurance company general account" (as
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg. 35925 (July 12, 1995)), there is no Plan with respect to
which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization exceeds 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section I(a) of PTE 95-60) at the date of acquisition and all Plans that
have an interest in such general account are Plans to which PTE 95-60 applies.

Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.

                                    Very truly yours,

                                    __________________________________________

                                    (Transferee)

                                    By:_______________________________________
                                    Name:_____________________________________
                                    Title:____________________________________
                                    Date:_____________________________________

<PAGE>

                                    EXHIBIT I

                   FORM OF AFFIDAVIT REGARDING TRANSFER OF
                RESIDUAL CERTIFICATE PURSUANT TO SECTION 6.02

                   National City Mortgage Capital Trust 2008-1
                       Mortgage Pass-Through Certificates,
                                  Series 2008-1

STATE OF               )
                       ) ss:
COUNTY OF              )

      The undersigned, being first duly sworn, deposes and says as follows:

      1. The undersigned is an officer of _______________________________, the
proposed transferee (the "Transferee") of the Class 1-A-R Certificate (the
"Residual Certificate") issued pursuant to the Pooling and Servicing Agreement,
dated February 28, 2008, (the "Agreement"), relating to the above-referenced
Series, by and among National City Mortgage Capital LLC, as depositor (the
"Depositor"), National City Mortgage Co., as servicer and mortgage loan seller,
and Wells Fargo Bank, N.A., as trustee. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee.

      2. The Transferee is, as of the date hereof, and will be, as of the date
of the transfer, a Permitted Transferee. The Transferee is acquiring the
Residual Certificate either (i) for its own account or (ii) as nominee, trustee
or agent for another Person who is a Permitted Transferee and has attached
hereto an affidavit from such Person in substantially the same form as this
affidavit. The Transferee has no knowledge that any such affidavit is false.

      3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.

      4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record Holder of an interest in such entity. The Transferee
understands that, other than in the case of an "electing large partnership"
under Section 775 of the Code, such tax will not be imposed for any period with
respect to which the record Holder furnishes to the pass-through entity an
affidavit that such record Holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

      5. The Transferee has reviewed the provisions of Section 6.02 of the
Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 6.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.

      6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the
Residual Certificate, and in connection with any transfer by a Person for whom
the Transferee is acting as nominee, trustee or agent, and the Transferee will
not transfer the Residual Certificate or cause the Residual Certificate to be
transferred to any Person that the Transferee knows is not a Permitted
Transferee.

      7. The Transferee historically has paid its debts as they have become due.

      8. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the Residual
Certificate.

      9. The taxpayer identification number of the Transferee's nominee is
___________.

      10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

      11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

      12. The Transferee will not cause income from the Residual Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other
person.

      13. If the Transferee is purchasing the Residual Certificate in a transfer
intended to meet the safe harbor provisions of Treasury Regulations Sections
1.860E-1(c), the Transferee has executed and attached Attachment A hereto.

      14. The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.

                                      * * *

<PAGE>

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer this _____ day of ________________, ____.

                                    ____________________________________________
                                    Print Name of Transferee

                                    By:_________________________________________
                                       Name:
                                       Title:

      Personally appeared before me the above-named
______________________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _______________________ of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

     Subscribed and sworn before me this _____ day of ____________________, ____

                                    _________________________________________
                                                  NOTARY PUBLIC

                                    My Commission expires the ____ day of
                                    ______________, ____

<PAGE>

                                  ATTACHMENT A

                                       to

    AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF THE INTERNAL REVENUE CODE OF
                  1986, AS AMENDED, AND FOR NON-ERISA INVESTORS

Check the appropriate box:

|_|   The consideration paid to the Transferee to acquire the Residual
      Certificate equals or exceeds the excess of (a) the present value of
      the anticipated tax liabilities over (b) the present value of the
      anticipated savings associated with holding such Residual Certificate,
      in each case calculated in accordance with U.S. Treasury Regulations
      Sections 1.860E-1(c)(7) and (8), computing present values using a
      discount rate equal to the short-term Federal rate prescribed by
      Section 1274(d) of the Code and the compounding period used by the
      Transferee.

                                       OR

|_|   The transfer of the Residual Certificate complies with U.S. Treasury
      Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

      (i)   the Transferee is an "eligible corporation," as defined in U.S.
            Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
            from Residual Certificate will only be taxed in the United States;

      (ii)  at the time of the transfer, and at the close of the Transferee's
            two fiscal years preceding the year of the transfer, the Transferee
            had gross assets for financial reporting purposes (excluding any
            obligation of a person related to the Transferee within the meaning
            of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess
            of $100 million and net assets in excess of $10 million;

      (iii) the Transferee will transfer the Residual Certificate only to
            another "eligible corporation," as defined in U.S. Treasury
            Regulations Section 1.860E-1(c)(6)(i), in a transaction that
            satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
            (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;

      (iv)  the Transferee has determined the consideration paid to it to
            acquire the Residual Certificate based on reasonable market
            assumptions (including, but not limited to, borrowing and investment
            rates, prepayment and loss assumptions, expense and reinvestment
            assumptions, tax rates and other factors specific to the Transferee)
            that it has determined in good faith; and

      (v)   in the event of any transfer of the Residual Certificate by the
            Transferee, the Transferee will require its transferee to complete a
            representation in the form of this Attachment A as a condition of
            such transferee's purchase of the Residual Certificate.

<PAGE>

                                    EXHIBIT J

                         CONTENTS OF THE SERVICING FILE

1.    Copies of Mortgage Loans Documents.

2.    Residential loan application.

3.    Mortgage Loan closing statement.

4.    Verification of employment and income, if required.

5.    Verification of acceptable evidence of source and amount of downpayment.

6.    Credit report on Mortgagor, in a form acceptable to either Fannie Mae or
      Freddie Mac.

7.    Residential appraisal report.

8.    Photograph of the Mortgaged Property.

9.    Survey of the Mortgaged Property, unless a survey is not required by the
      title insurer.

10.   Copy of each instrument necessary to complete identification of any
      exception set forth in the exception schedule in the title policy, i.e.,
      map or plat, restrictions, easements, home owner association declarations,
      etc.

11.   Copies of all required disclosure statements.

12.   If applicable, termite report, structural engineer's report, water
      potability and septic certification.

13.   Sales Contract, if applicable.

14.   The Primary Insurance Policy or certificate of insurance or an electronic
      notation of the existence of such policy, where required pursuant to the
      Agreement.

15.   Evidence of electronic notation of the hazard insurance policy, and if
      required by law, evidence of the flood insurance policy.

<PAGE>

                                    EXHIBIT K

                                   [RESERVED]

<PAGE>

                                    EXHIBIT L

                           LIST OF RECORDATION STATES

                                     Florida

                                    Maryland

<PAGE>

                                    EXHIBIT M

                          FORM OF INITIAL CERTIFICATION

                                February 28, 2008

National City Mortgage Capital LLC
3232 Newmark Drive
Miamisburg, OH 45342
Attn: NCMCT 2008-1

National City Mortgage Co.
3232 Newmark Drive
Miamisburg, OH 45342
Attn: NCMCT 2008-1

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: NCMT 2008-1

      Re:   National City Mortgage Capital Trust 2008-1 Mortgage
            Pass-Through Certificates, Series 2008-1, issued pursuant to a
            Pooling and Servicing Agreement, dated February 28, 2008,
            among National City Mortgage Capital LLC, as Depositor,
            National City Mortgage Co., as Servicer and Mortgage Loan
            Seller, and Wells Fargo Bank, N.A., as Trustee

Ladies and Gentlemen:

      In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Trustee, hereby certifies that, except as specified in any list
of exceptions attached hereto, either (i) it has received the original Mortgage
Note relating to each of the Mortgage Loans listed on the Mortgage Loan Schedule
or (ii) if such original Mortgage Note has been lost, a copy of such original
Mortgage Note, together with a lost note affidavit.

      The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement in connection with this Initial Certification. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
enforceability, recordability or genuineness of any of the documents contained
in each Mortgage File or any of the Mortgage Loans identified in the Mortgage
Loan Schedule or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.

<PAGE>

      Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.

                                    WELLS FARGO BANK, N.A.,
                                    as Custodian

                                    By:______________________________________
                                    Name:____________________________________
                                    Title:___________________________________

<PAGE>

                                    EXHIBIT N

                           FORM OF FINAL CERTIFICATION

                              [__________ __, ____]

National City Mortgage Capital LLC
3232 Newmark Drive
Miamisburg, OH 45342
Attn: NCMCT 2008-1

National City Mortgage Co.
3232 Newmark Drive
Miamisburg, OH 45342
Attn: NCMCT 2008-1

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attn: NCMT 2008-1

      Re:   National City Mortgage Capital Trust 2008-1 Mortgage
            Pass-Through Certificates, Series 2008-1, issued pursuant to a
            Pooling and Servicing Agreement, dated February 28, 2008,
            among National City Mortgage Capital LLC, as Depositor,
            National City Mortgage Co., as Servicer and Mortgage Loan
            Seller, and Wells Fargo Bank, N.A., as Trustee

Ladies and Gentlemen:

      In accordance with the provisions of Section 2.02 of the above-referenced
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), the
undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed
in the Mortgage Loan Schedule, except as may be specified in any list of
exceptions attached hereto, such Mortgage File contains all of the items
required to be delivered pursuant to Section 2.01(b) of the Pooling and
Servicing Agreement.

      The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement in connection with this Final Certification. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
enforceability, recordability or genuineness of any of the documents contained
in each Mortgage File or any of the Mortgage Loans identified in the Mortgage
Loan Schedule or (ii) the collectibility, insurability, effectiveness or
suitability of any such Mortgage Loan.

<PAGE>

      Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Pooling and Servicing Agreement.

                                    WELLS FARGO BANK, N.A.,
                                    as Custodian

                                    By:____________________________________
                                    Name:__________________________________
                                    Title:_________________________________

<PAGE>

                                    EXHIBIT O

                      Form of Sarbanes-Oxley Certification

                   National City Mortgage Capital Trust 2008-1
                       Mortgage Pass-Through Certificates,
                                  Series 2008-1

      I, [________], a [_____________] of National City Mortgage Co. (the
"Servicer"), certify that:

1.    I have reviewed this report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on
      Form 10-K of the National City Mortgage Capital Trust 2008-1 (the
      "Exchange Act Periodic Reports");

2.    Based on my knowledge, the Exchange Act Periodic Reports, taken as a
      whole, do not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;

3.    Based on my knowledge, all of the distribution, servicing and other
      information required to be provided under Form 10-D for the period covered
      by this report is included in the Exchange Act Periodic Reports;

4.    I am responsible for reviewing the activities performed by the Servicer
      and based upon my knowledge and the compliance review conducted in
      preparing the servicer compliance statement required in this report
      under Item 1123 of Regulation AB, and except as disclosed in the
      Exchange Act Periodic Reports, the Servicer has fulfilled its
      obligations under the pooling and servicing agreement, dated February
      28, 2008, among National City Mortgage Capital LLC, as depositor, Wells
      Fargo Bank, N.A., as trustee, National City Mortgage Co., as the
      mortgage loan seller, and the Servicer, in all material respects; and

5.    All of the reports on assessment of compliance with the servicing
      criteria for asset-backed securities and their related attestation
      reports on assessment of compliance with servicing criteria for
      asset-backed securities required to be included in this report in
      accordance with Item 1122 of Regulation AB and Exchange Act Rules
      13a-18 and 15d-18 have been included as an exhibit to this report,
      except as otherwise disclosed in this report. Any material instances of
      noncompliance described in such reports have been disclosed in this
      report on Form 10-K.

      In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated party: Wells Fargo
Bank, N.A.

[_________], 20

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT P

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

                   National City Mortgage Capital Trust 2008-1
                       Mortgage Pass-Through Certificates,
                                  Series 2008-1

      Re:   National City Mortgage Capital Trust 2008-1 (the "Trust"),
            Mortgage Pass-Through Certificates, Series 2008-1, issued
            pursuant to a Pooling and Servicing Agreement dated February
            28, 2008 (the "Pooling Agreement"), among National City
            Mortgage Capital LLC, as Depositor, National City Mortgage
            Co., as Servicer and Mortgage Loan Seller , and Wells Fargo
            Bank, N.A., as Trustee

            The Trustee hereby certifies to the Servicer and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

      1. I am responsible for reviewing the activities performed by the Trustee
under the Pooling Agreement, and based on my knowledge and the compliance review
conducted in preparing the compliance statement of the Trustee required in the
annual report on Form 10 K for the fiscal year [___] (the "Annual Report") under
Item 1123 of Regulation AB, and except as disclosed in the Annual Report or in
the reports on Form 10 D required to be filed in respect of period covered by
the Annual Report, the Trustee has fulfilled its obligations under the Pooling
Agreement in all material respects; and

      2. The report on assessment of compliance with servicing criteria for
asset-backed securities of the Trustee and its related attestation report on
assessment of compliance with servicing criteria required to be included in the
Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
Any material instances of non-compliance are described in such report and have
been disclosed in the Annual Report.

                                       WELLS FARGO BANK, N.A.
                                          as Trustee

                                       By:___________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT Q

        Servicing Criteria to be Addressed in Assessment of Compliance

<TABLE>
<CAPTION>
                                                    SERVICING CRITERIA                                   APPLICABLE SERVICING
                                                                                                               CRITERIA

Reference                                               Criteria                                         Servicer      Trustee

                                             General Servicing Considerations

<S>                     <C>                                                                              <C>           <C>
1122(d)(1)(i)           Policies and procedures are instituted to monitor any performance or other        X             X
                        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    X             X
                        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         X
                        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      X             X
                        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    X             X
                        are made only by authorized personnel.

1122(d)(2)(iii)         Advances of funds or guarantees regarding collections, cash flows or              X
                        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        X             X
                        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            X             X
                        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.             X             X

1122(d)(2)(vii)         Reconciliations are prepared on a monthly basis for all asset-backed securities   X             X
                        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        X             X
                        maintained in accordance with the transaction agreements and applicable
                        Commission requirements. Specifically, such reports (A) are prepared in
                        accordance with timeframes and other terms set forth in the transaction
                        agreements; (B) provide information calculated in accordance with the terms
                        specified in the transaction agreements; (C) are filed with the Commission as
                        required by its rules and regulations; and (D) agree with investors' or the
                        trustee's records as to the total unpaid principal balance and number of
                        mortgage loans serviced by the Servicer.

1122(d)(3)(ii)          Amounts due to investors are allocated and remitted in accordance with            X             X
                        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      X             X
                        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       X             X
                        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         X             X
                        transaction agreements or related mortgage loan documents.

1122(d)(4)(ii)          Mortgage loan and related documents are safeguarded as required by the            X             X
                        transaction agreements

1122(d)(4)(iii)         Any additions, removals or substitutions to the asset pool are made, reviewed     X
                        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    X
                        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     X
                        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        X
                        (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   X
                        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         X
                        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          X
                        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)   X
                        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     X
                        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    X
                        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    X
                        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          X             X
                        recorded in accordance with the transaction agreements.

1122(d)(4)(xv)          Any external enhancement or other support, identified in Item 1114(a)(1)          X             X
                        through (3) or Item 1115 of Regulation AB, is maintained as set forth in the
                        transaction agreements.
</TABLE>

<PAGE>

                                   EXHIBIT R-1

                        ADDITIONAL FORM 10-D INFORMATION

           Item on Form 10-D                        Party Responsible

   Item 1: Distribution and Pool                        Depositor
       Performance Information                          Servicer
                                                  Mortgage Loan Seller
  Any information required by Item                       Trustee
    1121 of Regulation AB which is
   not included on the Distribution
            Date Statement

     Item 2: Legal Proceedings            (i) All parties to the Agreement (as
                                          to themselves), (ii) the Trustee and
   per Item 1117 of Regulation AB        Servicer as to the Trust and (iii) the
                                           Depositor as to the Sponsor or any
                                           Regulation AB Item 1100(d)(1) party

 Item 3: Sale of Securities and Use                     Depositor
             of Proceeds

    Item 4: Defaults Upon Senior                         Trustee
              Securities

 Item 5: Submission of Matters to a                      Trustee
       Vote of Security Holders

  Item 6: Significant Obligors of                          N/A
             Pool Assets

  Item 7: Significant Enhancement                       Depositor
         Provider Information                            Trustee

     Item 8: Other Information           Any party to the Agreement responsible
                                            for disclosure items on Form 8-K

          Item 9: Exhibits                              Depositor
                                                         Trustee

<PAGE>

                                   EXHIBIT R-2

                        ADDITIONAL FORM 10-K INFORMATION

          Item on Form 10-K                        Party Responsible

   Item 9B: Other Information          Any party to the Agreement responsible
                                           for disclosure items on Form 8-K

  Item 15: Exhibits, Financial                         Trustee
        Statement Schedules                           Depositor

        Additional Item:               (i) All parties to the Agreement (as to
                                          themselves), (ii) the Trustee and
   Disclosure per Item 1117 of           Servicer as to the Trust, (iii) the
           Regulation AB                  Depositor as to the Sponsor or any
                                         Regulation AB Item 1100(d)(1) party

        Additional Item:                (i) All parties to the Agreement as to
   Disclosure per Item 1119 of         themselves and (ii) the Depositor as to
           Regulation AB                             the Sponsor

        Additional Item:                                 N/A
 Disclosure per Item 1112(b) of
           Regulation AB

        Additional Item:                              Depositor
Disclosure per Items 1114(b) and                       Trustee
     1115(b) of Regulation AB

<PAGE>

                                   EXHIBIT R-3

                              FORM 8-K INFORMATION

          Item on Form 10-K                        Party Responsible

   Item 1.01- Entry into a Material    The party to this Agreement entering into
       Definitive Agreement               such material definitive agreement

   Item 1.02- Termination of a          The party to this Agreement requesting
   Material Definitive Agreement         termination of a material definitive
                                                      agreement

    Item 1.03- Bankruptcy or                          Depositor
           Receivership

   Item 2.04- Triggering Events                       Servicer
  that Accelerate or Increase                   Mortgage Loan Seller
 a Direct Financial Obligation or                      Trustee
    an Obligation under an
   Off-Balance Sheet Arrangement

Item 3.03- Material Modification                       Trustee
   to Rights of Security Holders

    Item 5.03- Amendments of                          Depositor
   Articles of Incorporation or                        Servicer
   Bylaws; Change of Fiscal Year                 Mortgage Loan Seller
                                                       Trustee

Item 6.01- ABS Informational and                      Depositor
      Computational Material

 Item 6.02- Change of Servicer or                     Servicer
            Trustee                                    Trustee

   Item 6.03- Change in Credit                        Depositor
  Enhancement or External Support                      Trustee

  Item 6.04- Failure to Make a                         Trustee
      Required Distribution

    Item 6.05- Securities Act                         Depositor
        Updating Disclosure

Item 7.01- Regulation FD Disclosure                   Depositor
            Item 8.01                                 Depositor
            Item 9.01                                 Depositor

<PAGE>

                                    EXHIBIT S

                               Combination Groups

<TABLE>
<CAPTION>
      Exchangeable REMIC Certificates                  Exchangeable Certificates

                  Maximum                                       Maximum
                  Initial                                       Initial
Exchangeable       Class                      Exchangeable       Class
 REMIC Class    Balance (1)    CUSIP Number       Class        Balance(1)    CUSIP Number
-------------   ------------   ------------   -------------   ------------   ------------
<S>             <C>            <C>            <C>             <C>            <C>

    REMIC                                     Exchangeable
Combination 1                                 Combination 1
-------------   ------------   ------------   -------------   ------------   ------------
    2-A-3       $157,994,000    635419 AG9         2-A-1      $240,175,000    635419 AE4
    2-A-4        $55,978,000    635419 AH7
    2-A-5        $26,203,000    635419 AJ3
</TABLE>

(1) Except as otherwise indicated, Exchangeable REMIC Certificates and
Exchangeable Certificates in any combinations may be exchanged only in the
proportion that the Maximum Initial Class Balances of such Certificates bear to
one another as shown above.

<PAGE>

                                    EXHIBIT T

       FORM OF REQUEST FOR EXCHANGE OF EXCHANGEABLE REMIC CERTIFICATES OR
                            EXCHANGEABLE CERTIFICATES

                              [__________ __, ____]

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Services-- NCMT 2008-1

      Re:   National City Mortgage Capital Trust 2008-1 (the "Trust"),
            Mortgage Pass-Through Certificates, Series 2008-1, issued
            pursuant to a Pooling and Servicing Agreement dated February
            28, 2008 (the "Pooling Agreement"), among National City
            Mortgage Capital LLC, as Depositor, National City Mortgage
            Co., as Servicer and Mortgage Loan Seller , and Wells Fargo
            Bank, N.A., as Trustee

Ladies and Gentlemen:

      Pursuant to the terms of the Pooling Agreement, we hereby present and
surrender the [Exchangeable REMIC Certificates specified on Schedule I attached
hereto (the "Exchangeable REMIC Certificates")][Exchangeable Certificates
specified on Schedule I attached hereto (the "Exchangeable Certificates")] and
transfer, assign, set over and otherwise convey to the Trustee, all of our
right, title and interest in and to the [Exchangeable REMIC
Certificates][Exchangeable Certificates], including all payments of interest
thereon received after [_____________], in exchange for the [Exchangeable
Certificates specified on Schedule I attached hereto (the "Exchangeable
Certificates")][Exchangeable REMIC Certificates specified on Schedule I attached
hereto (the "Exchangeable REMIC Certificates")].

      We agree that upon such exchange the portions of the [Exchangeable REMIC
Certificates][Exchangeable Certificates] designated for exchange shall be deemed
cancelled and replaced by the [Exchangeable Certificates][Exchangeable REMIC
Certificates] issued in exchange therefor. We confirm that we have paid a fee to
the Trustee in connection with each such exchange equal to $5,000.

      Account Details for payments to the Trustee:

      Wells Fargo Bank, N.A.
      San Francisco, CA
      ABA #: 121-000-248
      Acct Name: SAS Clearing
      For Further Credit: Account #53192200 - NCMT 2008-1 Exchange Fee

                                       Sincerely,

                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                       Acknowledged by:

                                       WELLS FARGO BANK, N.A.,
                                          as Trustee

                                       By:____________________________________
                                          Name:
                                          Title: