Exhibit
          10.8


      

       

      BACKUP
        SERVICING AGREEMENT

       

      This
        Backup Servicing Agreement
        (this
“Agreement”)
        is
        made and entered into as of June 1, 2007 (the “Effective
        Date”),
        by
        and between DEUTSCHE BANK NATIONAL
        TRUST
        COMPANY, a New York banking corporation, operating out of its offices in
        Santa
        Ana, California (the "Trustee"),
        solely in its capacity as trustee of the NovaStar Mortgage Funding Trust,
        Series
        2007-2 (the “Trust”)
        pursuant to the Pooling Agreement (as hereinafter defined) and Countrywide
        Home
        Loans Servicing LP, having a principal office at 4500 Park Granada CH-11,
        Calabasas, California 91302 (the "Backup
        Servicer"
        or
        "Countrywide").

       

      1. ACCEPTANCE
        AND TERMS AND CONDITIONS:
        By
        acceptance of this Agreement, Backup Servicer agrees to be bound by, and
        to
        comply with all the terms and conditions of this Agreement, and the Pooling
        Agreement. All capitalized terms used herein, and not otherwise defined herein,
        shall have their respective meanings as set forth in the Pooling
        Agreement.

       

      2. SCOPE
        OF WORK:
        The
        Pooling Agreement has specified the services to be provided by Backup Servicer
        to the Trust, (the “Services”)
        as
        more specifically set forth on Exhibit A hereto. No later than the time of
        execution of this Agreement, the Trustee shall provide Backup Servicer a
        copy of
        the executed Pooling and Servicing Agreement, dated as of May 1, 2007 (the
        “Pooling
        Agreement”)
        by and
        among NovaStar Mortgage Funding Corporation, as Depositor (the “Depositor”),
        NovaStar Mortgage, Inc., as Servicer and as Sponsor (the “Servicer”
and
        the
“Sponsor”),
        U.S.
        Bank National Association, as Custodian (the “Custodian”)
        and
        Deutsche Bank, as Trustee. Services shall be provided to the Trust in accordance
        with the procedures described in the Pooling Agreement and on Exhibit A hereto.
        

       

      3. FEES
        AND EXPENSES:
        For the
        Services performed and provided under this Agreement, Backup Servicer shall
        be
        paid pursuant to the Pooling Agreement in accordance with the terms
        thereof.

       

      4. TERM:
        Subject
        to the termination provisions of this Agreement, this Agreement shall be
        in
        effect for so long as the Pooling Agreement has not terminated pursuant to
        Section 11.01 thereof (the “Term”
of
        this
        Agreement).

       

      5. PAYMENT:
        Prior
        to becoming the successor Servicer, and except as otherwise provided on Exhibit
        A hereto, any fee payable to Backup Servicer shall be paid on each Distribution
        Date, as set forth in Section 4.01 of the Pooling Agreement and if Backup
        Servicer becomes the successor Servicer under the Pooling Agreement, then
        Backup
        Servicer as successor Servicer shall be entitled to retain Servicing Fees
        and
        other reimbursable amounts as provided in the Pooling Agreement. 

       

      6. APPOINTMENT
        AS AGENT:
        The
        Backup Servicer is hereby appointed as provided in the Pooling Agreement
        to act
        as successor to the Servicer during the Term solely to the extent necessary
        for
        Backup Servicer to render Services in accordance with the terms and conditions
        of this Agreement and the Pooling Agreement, and Backup Servicer hereby accepts
        such appointment. In all other respects, the status of Backup Servicer to
        the
        Trust shall be that of an independent contractor and not any other relationship
        including agent, partner, joint venturer or employee, and Backup Servicer
        shall
        act consistently with its independent contractor status in connection with
        such
        other matters. Backup Servicer shall not make any representation to any person
        inconsistent with this paragraph. None of Backup Servicer’s employees or agents
        shall be deemed employees of the Trustee or of the Trust.

       

      7. SUBCONTRACTOR
        APPROVAL:
        Backup
        Servicer shall not assign this Agreement or the Services hereunder or delegate
        its rights or duties hereunder or any portion thereof, without the prior
        written
        approval of the Trustee and the Sponsor; provided, however, that, without
        the
        Trustee’s or the Sponsor’s consent, Backup Servicer may (a) outsource certain
        specific functions to a third party, and (b) in order to fulfill its obligations
        as Backup Servicer hereunder, delegate certain specific functions to any
        entity
        that is directly or indirectly owned by Backup Servicer or any entity
        controlling, controlled by or under common control with, Backup Servicer.
        Backup
        Servicer shall remain liable for the conduct of any subcontractor, including
        any
        third party to which it outsources or otherwise delegates its specific
        functions, to the same extent as Backup Servicer’s liability under this
        Agreement. Backup Servicer shall be solely responsible for the compensation
        due
        to any such subcontractor for Services rendered in connection with this
        Agreement. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8. REPRESENTATIONS
        AND WARRANTIES OF BACKUP SERVICER:
        Backup
        Servicer
        shall
        provide all Services with at least the same degree of care as that used by
        prudent mortgage servicing institutions which provide similar services. Backup
        Servicer warrants and represents that (a) it is duly organized and in good
        standing under applicable law; (b) it has the full power and authority to
        perform under this Agreement and under the Pooling Agreement, and (c) the
        execution and delivery of this Agreement will not conflict with or result
        in a
        breach of the terms and conditions of any other agreement to which Backup
        Servicer is a party. Backup Servicer further warrants and represents that
        any
        Services provided by Backup Servicer: (i) shall comply with all applicable
        laws,
        regulations, standards and codes, and (ii) shall otherwise fully conform
        in all
        respects to the Scope of Work document included as part of this Agreement.
        Backup Servicer shall promptly correct nonconforming Services at no additional
        charge.

       

      9. REPRESENTATIONS
        AND WARRANTIES OF THE TRUSTEE:
        The
        Trustee warrants and represents that (a) it is duly organized and in good
        standing under applicable law; and (b) it has the full power and authority
        to
        perform under this Agreement pursuant to the powers vested in it under the
        Pooling Agreement and as provided therein to execute and deliver this
        Agreement.

       

      10. INTELLECTUAL
        PROPERTY RIGHTS WARRANTY:
        In
        addition to its representations and warranties under Section 8 above,
Backup
        Servicer warrants and represents that it owns, or has the right to use or
        license (and sublicense where applicable) under valid and enforceable
        agreements, all intellectual property or proprietary rights, including
        copyrights, patents or pending applications for patent protection, derivative
        works, publicity rights, trade secrets, trademarks, trade names, service
        marks,
        logos, and all improvements or modifications of the foregoing (collectively,
        “Intellectual Property”), in any and all jurisdictions and in any and all media,
        reasonably necessary for or related to the performance of the Services. Backup
        Servicer further represents and warrants the performance of the Services
        and the
        Trustee’s use of any materials furnished by Backup Servicer shall not infringe
        or violate the Intellectual Property rights of any third party.

       

      11. INDEMNIFICATION
        BY THE BACKUP SERVICER:

       

      (a) Backup
        Servicer hereby agrees to indemnify, hold harmless and defend the Trustee
        and
        the Trust, their respective successors and assigns, and each of their officers,
        directors and employees (collectively, the “Indemnitees”), at Backup Servicer’s
        sole expense, from any judgment, loss, damage, penalty, cost, fine and/or
        expense (including reasonable attorneys' fees) that the Indemnitees may suffer
        or incur by reason of any claim or the defense of any claim, suit, or proceeding
        to the extent caused by: 

       

      (i) any
        acts
        or omissions, negligence or willful or wanton misconduct of Backup Servicer,
        its
        subcontractors, and or any of their officers, agents, servants, or employees,
        whether attributable wholly or in part, resulting in liability or injury
        to the
        Indemnitees; 

       

      (ii) the
        breach or alleged breach of any of the undertakings, representations or
        warranties made by Backup Servicer; 

       

      (b) Backup
        Servicer shall defend, at its sole expense, every such claim, suit, or
        proceeding, and shall be given authority, information, and assistance for,
        at
        Backup Servicer's sole expense, the defense of such claim, suit, or proceeding.
        Backup Servicer shall pay all judgments, losses, damages, penalties, costs,
        fines, and expenses awarded against the Indemnitees in every such claim,
        suit,
        or proceeding and indemnify, defend and hold harmless the Indemnitees at
        Backup
        Servicer’s sole expense, from any judgment, loss, damage, penalty, cost, fine
        and/or expense (including reasonable attorneys' fees) which any of them may
        incur by reason thereof. 

       

      (c) Backup
        Servicer shall indemnify, hold harmless, and defend the Indemnitees, at Backup
        Servicer's sole expense, against every claim, suit, proceeding, judgment,
        loss,
        damage, penalty, cost, fine and/or expense (including reasonable attorneys'
        fees) brought against or imposed upon the Indemnitees for any violation or
        alleged violation of any applicable law by Backup Servicer or by any officer,
        agent, employee, or subcontractor of Backup Servicer.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (d) Backup
        Servicer hereby agrees to perform all required obligations with respect to
        compliance with the Exchange Act as set forth in the Pooling Agreement and
        to
        fully indemnify the parties thereto with respect to any noncompliance with
        such
        obligations.

       

      (e) With
        regard to each of (a), (b), (c) and (d) above, the Indemnitees shall have
        the
        right to participate in the defense and settlement of any claims.

       

      12. INDEMNIFICATION
        OF BACKUP SERVICER:

       

      The
        Trust
        hereby agrees to indemnify, hold harmless and defend Backup Servicer, its
        successors and assigns, and each of their officers, directors and employees
        (collectively, the “Backup Servicer Indemnitees”), at the Trust’s sole expense,
        from any judgment, loss, damage, penalty, cost, fine and/or expense (including
        reasonable attorneys' fees) that the Backup Servicer’s Indemnitees may suffer or
        incur by reason of any claim or the defense of any claim, suit, or proceeding,
        to the same extent and on the same terms as the Servicer is indemnified,
        as
        provided in Section 6.03 of the Pooling Agreement; provided that, in addition,
        the Backup Servicer's Indemnities shall also be indemnified by the Trust
        for any
        claims, etc. based upon the acts or omissions of the prior Servicer, any
        originator of any Mortgage Loan or of any other third party. 

       

      13. POOLING
        AGREEMENT INDEMNITIES.
        The
        Indemnification arrangements provided for in Sections 11 and 12 hereof are
        in
        addition to any indemnification arrangements which may be provided for in
        the
        Pooling Agreement.

       

      14. LIMITATION
        OF LIABILITY OF BACKUP SERVICER AND OTHERS:
        Neither
        Backup Servicer nor any of the officers, employees or agents of Backup Servicer
        shall be under any liability to the Trust or the Trustee for any action taken
        or
        for refraining from the taking of any action, to the same extent as the Servicer
        would not be so liable under such circumstances, as provided in Section 6.03
        of
        the Pooling Agreement. 

       

      15. LIMITATION
        ON LIABILITY:
        NONE OF
        THE TRUSTEE, THE TRUST OR THE BACKUP SERVICER SHALL, UNDER ANY CIRCUMSTANCES,
        BE
        LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR
        CONSEQUENTIAL LOSSES, DAMAGES, COSTS, OR EXPENSES WHATSOEVER.

       

      16. TRUSTEE
        CAPACITY: 
        It is
        expressly understood and agreed by the parties hereto that, notwithstanding
        the
        execution of this Agreement by Trustee on behalf of the Trust, Trustee shall
        perform only as required pursuant to the Pooling Agreement and each of the
        representations, undertakings and agreements herein made by the Pooling
        Agreement is made and intended for the purpose of binding only the Trust,
        and
        that the Trustee in its individual capacity shall not be personally liable
        under
        any circumstance for the payment of any indebtedness, expense, or obligation
        or
        be personally liable for the breach or failure of any obligation,
        representation, warranty or covenant made or undertaken except as provided
        in
        the Pooling Agreement. The Trustee shall be afforded all of the rights,
        protections and immunities available to the Trustee under the Pooling Agreement
        in connection with its performance hereunder. 

       

      17. TERMINATION
        AND RESIGNATION: 
        The
        Trustee may, at the direction of the Servicing Rights Pledgee (as defined
        in the
        Pooling Agreement) , and provided that such termination does not cause any
        of
        the Rating Agencies (as defined in the Pooling Agreement_ to withdraw, downgrade
        or qualify the ratings they have assigned to any of the Certificates, as
        evidenced by a confirmation from the Rating Agencies, terminate all or any
        part
        of this Agreement upon thirty (30) days prior written notice to Backup Servicer,
        in which case Backup Servicer shall be entitled to retain the Backup Servicer’s
        fee, as specified in the first paragraph of clause (a) of the Scope of Work,
        or,
        if Backup Servicer is then acting as Successor Servicer, the Servicing fees,
        in
        each case, accruing prior to the date of termination. In the event of such
        termination Backup Servicer shall immediately stop rendering Services hereunder
        and shall immediately cause any of its subcontractors to cease work and
        deliveries. To the extent the termination occurs pursuant to this Section,
        the
        Trust shall, at the expense of the Servicing Rights Pledgee, reimburse Backup
        Servicer for all costs and expenses incurred in connection with the transition
        of Services.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      The
        Backup Servicer may, prior to such time as the Backup Servicer becomes the
        Successor Servicer, resign as Backup Servicer upon the giving of at least
        60
        days notice to the Servicer (who shall give such notice to the Servicing
        Rights
        Pledgee) and the Trustee. The Backup Servicer shall be entitled to retain
        the
        Backup Servicer’s Fees accruing prior to the date of resignation. On the
        effective date of such resignation, the Backup Servicer shall immediately
        stop
        rendering Services hereunder and shall immediately cause any of its
        subcontractors to cease work and deliveries.

       

      In
        the
        event of any termination or resignation of the Backup Servicer, the successor
        Backup Servicer, if any, will be designated by the Servicer, or, if there
        is a
        Servicing Rights Pledgee, then by the Servicing Rights Trustee, and, if the
        Servicer fails to make such designation and if there is no Servicing Rights
        Pledgee, then such designation shall be made by the Trustee acting at the
        direction of the Majority Certificateholders, provided, that in each case,
        the
        designation of such successor does not cause any of the Rating Agencies to
        withdraw, downgrade or qualify the ratings it has assigned to any of the
        Certificates, as evidenced by a confirmation from the Rating
        Agencies.

       

      18. AMENDMENT: 
        This
        Agreement may be amended from time to time by the parties hereto, provided
        that
        any amendment be accompanied by a letter from the Rating Agencies that the
        amendment will not result in the downgrading, qualification or withdrawal
        of the
        rating then assigned to any Class of Certificates.

       

      19. GOVERNING
        LAW:
        THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
        NEW
        YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
        RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
        WITH SUCH LAWS.

       

      20. NOTICES:
        All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if when delivered to:

       

      
        	 	
                a)

              	
                in
                  the case of the Backup Servicer: 

              


         

          Countrywide
            Home Loans/Portfolio Services Group

        

        
          1800
            Tapo
            Canyon Rd, MS SV2-103A

        

      

      Simi
        Valley, CA 93063

      Attention:
        Tom Lin

       

      
        	 	
                b)

              	
                in
                  the case of Rating Agencies:

              


      

       

      Standard
        & Poor’s, a division of The McGraw-Hill Companies, Inc.

      55
        Water
        Street - 41st Floor

      New
        York,
        New York 10041

      Attention:
        Daniel Larkin

       

      Moody’s
        Investors Service, Inc.

      99
        Church
        Street

      New
        York,
        New York 10007

      Attention:
        Rachel Peng

       

      
        	 	
                c)

              	
                in
                  the case of the Trustee:

              


      

       

      Deutsche
        Bank National Trust Company

      1761
        East
        St. Andrew Place

      Santa
        Ana, CA 92705

      Attention:
        Trust Administration —
NS0702

       

      21. 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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      22. THIRD-PARTY
        BENEFICIARIES:
        This
        Agreement will inure to the benefit of and be binding upon the parties hereto,
        the parties to the Pooling Agreement and the Certificateholders and their
        respective successors and permitted assigns. Except as otherwise provided
        in
        this Agreement, no other Person will have any right or obligation hereunder.
        The
        Trustee shall have the right to exercise all rights of the Trust under this
        Agreement. The Sponsor and its officers and directors (in their corporate
        or
        individual capacity) shall have the right to bring an action against the
        Backup
        Servicer as it relates to a failure of the Backup Servicer to comply with
        its
        obligations under Section 11(d) of this Agreement.

       

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

       

      24. EFFECT
        OF HEADINGS AND TABLE OF CONTENTS:
        The
        Article and Section headings herein and the Table of Contents are for
        convenience only and shall not affect the construction hereof.

       

      25. NO
        PETITION:
        The
        Backup Servicer, by entering into this Agreement, hereby covenants and agrees
        that it will not at any time institute against the Trust, or join in any
        institution against the Trust, any bankruptcy proceedings under any United
        States federal or state bankruptcy or similar law in connection with any
        obligations of the Trust. This section shall survive the satisfaction and
        discharge of the Pooling Agreement by one year.

       

      26. NO
        RECOURSE:
        The
        Backup Servicer acknowledges that no recourse may be had against the Trust,
        except as may be expressly set forth in this Agreement.

       

      27. CONSENT
        TO JURISDICTION:
        The
        parties to this Agreement each hereby irrevocably submits to the non exclusive
        jurisdiction of any New York State or federal court sitting in the Borough
        of
        Manhattan in The City of New York in any action or proceeding arising out
        of or
        relating to this Agreement or the transactions contemplated hereby, and all
        such
        parties hereby irrevocably agree that all claims in respect of such action
        or
        proceeding may be hard and determined in such New York State or federal court
        and hereby irrevocably waive, to the fullest extent that they may legally
        do so,
        the defense of an inconvenient forum to the maintenance of such action or
        proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
        FULLEST
        EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN
        ANY
        ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
        TRANSACTIONS CONTEMPLATED HEREBY.

       

      28. RELATIONSHIP
        TO POOLING AGREEMENT.
        In the
        event of any inconsistency between this Agreement and the Pooling Agreement,
        the
        Pooling Agreement shall control.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
        have
        caused this Agreement to be executed by their duly authorized representatives
        as
        of the day and year first above written.

       

      
        	DEUTSCHE
                BANK
                NATIONAL
                TRUST	 	 	
                COUNTRYWIDE
                  HOME LOANS SERVICING LP,

              
	COMPANY, not in its individual	 	 	
                as
                  Backup Servicer

              
	capacity but solely as Trustee 	 	 	
                By:
                  Countrywide GP, INC.

              
	 	 	 	 
	By: /s/
                Manuel Rivas	 	 	
                By: /s/
                  Thomas P. Lin

              
	
                
                  

                

                Name:
Manuel
                  Rivas

              	 	 	
                
                  

                

                Name:
                  Thomas
                  P. Lin 

              
	
                Title:
Authorized
                  Signer 

              	 	 	
                Title:
Senior
                  Vice President

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        A

       

      SCOPE
        OF WORK

       

      Dated
        as of June 1, 2007

       

      (a)
        Compensation:

       

      Until
        such time as the Backup Servicer is terminated, resigns, or becomes the
        Successor Servicer, the Backup Servicer shall receive a monthly fee payable
        as
        provided in Section 4.01(a)(i) of the Pooling Agreement, equal to the greater
        of
        (1) 1/12 of 0.01% per annum times the Pool Balance as of the first day of
        the
        related Due Period (as defined in the Pooling Agreement) and (2)
        $2,250.

       

      If
        appointed as Successor Servicer under the Pooling Agreement, Countrywide
        shall
        be entitled to compensation based on the greater of (a) the Servicing Fee
        provided for in the Pooling Agreement or (b) the aggregate servicing fee
        per
        mortgage loan as set forth on Exhibit B attached hereto plus reimbursement
        of
        any compensating interest and prepayment interest shortfall obligations.
        In
        addition Countrywide shall be entitled to receive all other compensation
        otherwise payable to the Servicer under the related Pooling Agreement, including
        but not limited to the late fees, interest on deposits into the collection
        and
        escrow accounts as well as any other ancillary income payable to the Servicer.
        Such servicing compensation shall begin to accrue on the effective date of
        any
        servicing transfer. 

       

      (b)
        Responsibilities of Backup Servicer:

       

      For
        so
        long as Countrywide acts as Backup Servicer, the Servicer shall provide to
        Countrywide a monthly pool activity tape no later than the 18th day of each
        month (via https in an electronic format acceptable to Countrywide). Countrywide
        shall determine the readability of each such tape, and shall correct and
        upload
        the pool date contained therein to its staging servicing platform.

       

      For
        the
        two month period consisting of May and June of 2007, and, thereafter, for
        subsequent periods consisting of each calendar quarter, the Servicer shall
        provide to the Backup Servicer a compilation of the servicing file data it
        has
        previously provided to the Backup Servicer with respect to such period, using
        the data points and metrics detailed on Exhibit C hereto, or substantially
        similar, mutually agreeable items. Countrywide shall retain such compilation
        as
        Backup Servicer for the Trust. 

       

      Upon
        satisfaction of its duties in the preceding paragraphs, CountryWide shall
        have
        no further obligations to render Services as Backup Servicer.

       

      Upon
        request, in anticipation of transferring the servicing to Countrywide, and
        no
        earlier than twenty (20) days prior notice of the anticipated transfer, the
        Servicer shall provide Countrywide with a preliminary electronic data file
        as of
        the last cut off date from the Servicer.

       

      The
        Backup Servicer has no reporting, monitoring or reconciliation obligations
        during the back-up servicing period (i.e., prior to becoming the
        successor Servicer) except as set forth in this clause (b).

       

      If
        the
        Backup Servicer becomes the successor Servicer under the Pooling Agreement,
        the
        Backup Servicer shall thereafter perform all of the duties of the Servicer
        under
        the Pooling Agreement.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (c)
        Costs and Expenses:

       

      Countrywide
        and the Trust shall each be responsible for its own expenses in connection
        with
        the performance of its obligations under this Agreement, which include, but
        are
        not limited to, its legal and accounting fees and data conversion costs.
        Without
        limiting the generality of the foregoing, in connection with the transfer
        of
        servicing from the terminated Servicer to Countrywide, Countrywide shall
        be
        reimbursed from the terminated Servicer (or, if not from the terminated
        Servicer, then as provided in Section 3.07 of the Pooling Agreement) for
        (i) all
        servicing transfer costs and expenses incurred by Countrywide not to exceed
        $10
        per loan, (ii) its out-of-pocket costs incurred to transfer any third party
        contracts including but not limited to the transfer of flood insurance
        monitoring and real estate tax service contracts with respect to the Mortgage
        Loans, (iii) any other documented third party costs or expenses in connection
        with the physical transfer of servicing to Countrywide, and (iv) any costs
        to
        correct any material errors or insufficiencies in the servicing data.
        Countrywide shall not be responsible for any fees or expenses related to
        the
        preparation and recording of assignments, transfer of servicing in MERS and
        any
        other third party costs. If Countrywide is terminated as successor Servicer
        without cause by the Trustee at the direction of the Servicing Rights Pledgee
        (as defined in the Pooling Agreement), Countrywide shall be entitled to a
        service release fee to be paid by the Servicing Rights Pledgee equal to $10.00
        per loan (subject to a minimum of $10,000 per transfer) and shall be entitled
        to
        100% reimbursement of any advances made pursuant to the Pooling Agreement
        including but not limited to unpaid delinquency advances, servicing advances,
        and prepayment interest shortfall advances.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        B

      


      MINIMUM
        SERVICING FEES

      

        
          	
                  Minimum
                    Servicing Fee

                	 	
                  1st
                    lien

                	 	
                  2nd
                    lien  

                	
                	 
	
                  Current

                	 	
                  $

                	
                  10.00

                	 	
                  $

                	
                  10.00

                	 	
                  per
                    loan/mo

                	 
	
                  30
                    days delinquent

                	 	
                  $

                	
                  35.00

                	 	
                  $

                	
                  35.00

                	 	
                  per
                    loan/mo

                	 
	
                  60
                    days delinquent

                	 	
                  $

                	
                  75.00

                	 	
                  $

                	
                  75.00

                	 	
                  per
                    loan/mo

                	 
	
                  90
                    days delinquent

                	 	
                  $

                	
                  90.00

                	 	
                  $

                	
                  65.00

                	 	
                  per
                    loan/mo

                	 
	
                  120+
                    days delinquent

                	 	
                  $

                	
                  90.00

                	 	
                  $

                	
                  35.00

                	 	
                  per
                    loan/mo

                	 
	
                  Foreclosure

                	 	
                  $

                	
                  150.00

                	 	
                  $

                	
                  225.00

                	 	
                  per
                    loan/mo

                	 
	
                  Bankruptcy

                	 	
                  $

                	
                  35.00

                	 	
                  $

                	
                  35.00

                	 	
                  per
                    loan/mo

                	 
	
                  REO

                	 	
                  $

                	
                  300.00

                	 	
                  $

                	
                  300.00

                	 	
                  per
                    loan/month

                	 


        



      
        
          
          

        

        
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