		Page

SECTION 1.	Definitions	1
SECTION 2.	Agreement to Purchase	13
SECTION 3.	Mortgage Loan Schedules	13
SECTION 4.	Purchase Price	13
SECTION 5.	Examination of Mortgage Files: Corporate Due Diligence	13
SECTION 6.	Conveyance from Seller to Initial Purchaser.	14
SECTION 7.	Representations, Warranties and Covenants of the Seller: Remedies for Breach.	16
SECTION 8.	Closing	37
SECTION 9.	Closing Documents.	38
SECTION 10.	Costs	39
SECTION 11.	Interim Servicer’s Servicing Obligations	39
SECTION 12.	Removal of Mortgage Loans from Inclusion under this Agreement Upon a Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates	39
SECTION 13.	The Seller and the Interim Servicer.	41
SECTION 14.	Default.	43
SECTION 15.	Termination	45
SECTION 16.	Successor to the Interim Servicer	45
SECTION 17.	Financial Statements	46
SECTION 18.	Mandatory Delivery; Grant of Security Interest	46
SECTION 19.	Notices	47
SECTION 20.	Severability Clause	47
SECTION 21.	Counterparts	48
SECTION 22.	Governing Law	48
SECTION 23.	Intention of the Parties	48
SECTION 24.	Successors and Assigns	48
SECTION 25.	Commitment Letter	49
SECTION 26.	Waivers	49
SECTION 27.	Exhibits	49
SECTION 28.	Nonsolicitation	49

SECTION 29.	General Interpretive Principles	49
SECTION 30.	Reproduction of Documents	50
SECTION 31.	Further Agreements	50
SECTION 32.	Guaranty	50

EXHIBITS

EXHIBIT 1-A

FORM OF SELLER’S OFFICER’S CERTIFICATE

EXHIBIT 1-B

FORM OF INTERIM SERVICER’S OFFICER’S CERTIFICATE

EXHIBIT 2

FORM OF OPINION OF COUNSEL TO THE SELLER AND INTERIM SERVICER

EXHIBIT 3

FORM OF SECURITY RELEASE CERTIFICATION

EXHIBIT 4

FORM OF ASSIGNMENT AND CONVEYANCE

EXHIBIT 5

CONTENTS OF EACH MORTGAGE FILE

EXHIBIT 6

FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT

EXHIBIT 7

FORM OF ESCROW ACCOUNT LETTER AGREEMENT

EXHIBIT 8

SERVICING ADDENDUM

EXHIBIT 9

FORM OF COMMITMENT LETTER

EXHIBIT 10

MORTGAGE LOAN DOCUMENTS

EXHIBIT 11

FORM OF MONTHLY SERVICER’S REPORT

EXHIBIT 12

SELLER’S UNDERWRITING GUIDELINES

MASTER MORTGAGE LOAN PURCHASE

AND INTERIM SERVICING AGREEMENT

This is a MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT (the “Agreement”), dated as of March 1, 2005, by and among DB Structured Products, Inc., having an office at 60 Wall Street, New York, New York 10005 (the “Initial Purchaser”, and the Initial Purchaser or the Person, if any, to which the Initial Purchaser has assigned its rights and obligations hereunder as Purchaser with respect to a Mortgage Loan, and each of their respective successors and assigns, the “Purchaser”), NC Capital Corporation, having an office at 18400 Von Karman, Suite 1000, Irvine, California 92612 (the “Seller”), and New Century Mortgage Corporation, having an office at 18400 Von Karman, Suite 1000, Irvine, California 92612 (the “Interim Servicer”).

WITNESSETH :

WHEREAS, the Seller desires to sell, from time to time, to the Purchaser, and the Purchaser desires to purchase, from time to time, from the Seller, certain conventional fixed and adjustable rate residential first and second lien mortgage loans, (the “Mortgage Loans”) as described herein on a servicing released basis, and which shall be delivered in groups of whole loans or participation interests therein, as applicable, on various dates as provided in the related Commitment Letter (each, a “Closing Date”);

WHEREAS, each Mortgage Loan is secured by a mortgage, deed of trust or other security instrument creating a first or second lien on a residential dwelling located in the jurisdiction indicated on the Mortgage Loan Schedule for the related Mortgage Loan Package, which is to be annexed to the related Assignment and Conveyance on each Closing Date as Schedule One;

WHEREAS, the Purchaser, the Seller and the Interim Servicer wish to prescribe the manner of the conveyance, servicing and control of the Mortgage Loans; and

WHEREAS, following its purchase of the Mortgage Loans from the Seller, the Purchaser desires to sell some or all of the Mortgage Loans to one or more purchasers as a whole loan transfer in a whole loan or participation format or a public or private mortgage-backed securities transaction;

NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, the Seller and the Interim Servicer agree as follows:

SECTION 1. Definitions. For purposes of this Agreement the following capitalized terms shall have the respective meanings set forth below.

Adjustable Rate Mortgage Loan: A Mortgage Loan which provides for the adjustment of the Mortgage Interest Rate payable in respect thereto.

Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the date set forth in the related Mortgage Note on which the Mortgage Interest Rate on such Adjustable Rate Mortgage Loan is adjusted in accordance with the terms of the related Mortgage Note.

Agreement: This Master Mortgage Loan Purchase and Interim Servicing Agreement including all exhibits, schedules, amendments and supplements hereto.

Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of FNMA and FHLMC, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of FNMA and FHLMC.

Assignment and Conveyance: An assignment and conveyance of the Mortgage Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4.

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 to the Purchaser.

Balloon Loan: A Mortgage Loan identified on the Mortgage Loan Schedule as a balloon mortgage loan.

Business Day: Any day other than a Saturday or Sunday, or a day on which banking and savings and loan institutions in the State of California or the State of New York are authorized or obligated by law or executive order to be closed.

Cash-Out Refinancing: A Refinanced Mortgage Loan the proceeds of which were in excess of the principal balance of any existing first mortgage on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage, related closing costs and subordinate mortgages on the related Mortgaged Property.

Closing Date: The date or dates on which the Purchaser from time to time shall purchase and the Seller from time to time shall sell to the Purchaser, the Mortgage Loans listed on the related Mortgage Loan Schedule with respect to the related Mortgage Loan Package.

Closing Documents: With respect to any Closing Date, the documents required pursuant to Section 9.

Code: The Internal Revenue Code of 1986, or any successor statute thereto.

Combined Loan-to-Value Ratio or CLTV: With respect to any Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the sum of (a) the original principal balance of the Mortgage Loan, plus (b) the unpaid principal balance of any related subordinate mortgage loan or loans secured by the Mortgaged Property, and the denominator of which is the Appraised Value of the related Mortgaged Property.

Commitment Letter: With respect to any Mortgage Loan Package purchased and sold on any Closing Date, the letter agreement between the Purchaser and the Seller, in the form annexed hereto as Exhibit 9 (including any exhibits, schedules and attachments thereto), setting forth the terms and conditions of such transaction and describing the Mortgage Loans to be purchased by the Purchaser on such Closing Date. A Commitment Letter may relate to more than one Mortgage Loan Package to be purchased on one or more Closing Dates hereunder.

Condemnation Proceeds: All awards, compensation and settlements in respect of a taking of all or part of a Mortgaged Property by exercise of the power of condemnation or the right of eminent domain.

Convertible Mortgage Loan: A Mortgage Loan that by its terms and subject to certain conditions contained in the related Mortgage or Mortgage Note allows the Mortgagor to convert the adjustable Mortgage Interest Rate on such Mortgage Loan to a fixed Mortgage Interest Rate.

Credit Score: The credit score of the Mortgagor provided by Fair, Isaac & Company, Inc. or such other organization providing credit scores at the time of the origination of a Mortgage Loan. If two credit scores are obtained, the Credit Score shall be the lower of the two credit scores. If three credit scores are obtained, the Credit Score shall be the middle of the three credit scores.

Custodial Account: The separate account or accounts, each of which shall be an Eligible Account, created and maintained pursuant to this Agreement, which shall be entitled “New Century Mortgage Corporation, as servicer, in trust for DB Structured Products, Inc.”, and established at a financial institution acceptable to the Purchaser.

Custodial Agreement: The agreement governing the retention of the originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other Mortgage Loan Documents.

Custodian: The custodian under the Custodial Agreement, or its successor in interest or assigns, or any successor to the Custodian under the Custodial Agreement, as therein provided.

Cut-off Date: The first day of the month in which the related Closing Date occurs or as otherwise set forth in the related Commitment Letter.

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.

Determination Date: With respect to each Distribution Date, the last day of the calendar month immediately preceding such Distribution Date.

Distribution Date: The twelfth (12th) day of each month, commencing, for any Mortgage Loan Package, on the twelfth day of the month next following the month in which the related Cut-off Date occurs, or if such twelfth (12th) day is not a Business Day, the first Business Day immediately following such twelfth (12th) day.

Due Date: With respect to each Distribution Date, the day on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

Due Period: With respect to each Distribution Date, the period commencing on the second day of the month preceding the month of the Distribution Date and ending on the first day of the month of the Distribution Date.

Eligible Account: Either (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 short-term unsecured debt obligations of such holding company of which) are rated A-1 by S&P or Prime-1 by Moody’s (or a comparable rating if another rating agency is specified by the Initial Purchaser by written notice to the Seller) at the time any amounts are held on deposit therein, (ii) an account or accounts the deposits in which are fully insured by the FDIC or (iii) a trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity. Eligible Accounts may bear interest.

Escrow Account: The separate trust accounts created and maintained pursuant to this Agreement which shall be entitled “New Century Mortgage Corporation, as servicer, in trust for DB Structured Products, Inc. and various Mortgagors, Fixed and Adjustable Rate Mortgage Loans”, and established at a financial institution acceptable to the Purchaser.

Escrow Payments: The amounts constituting ground rents, taxes, assessments, water charges, sewer rents, Primary Insurance Policy premiums, fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the Mortgagee pursuant to the terms of any Mortgage Note or Mortgage.

Event of Default: Any one of the events enumerated in Subsection 14. 1.

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

FHLMC: Freddie Mac or any successor thereto.

Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property repurchased by the Seller pursuant to this Agreement), a determination made by the Interim Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Interim Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Interim Servicer shall maintain records, prepared by a servicing officer of the Interim Servicer, of each Final Recovery Determination.

First Lien: With respect to each Mortgaged Property, the lien of the mortgage, deed of trust or other instrument securing a Mortgage Note which creates a first lien on the Mortgaged Property.

Fixed Rate Mortgage Loan: A Mortgage Loan with respect to which the Mortgage Interest Rate set forth in the Mortgage Note is fixed for the term of such Mortgage Loan.

Flood Zone Service Contract: A transferable contract maintained for the Mortgaged Property with a nationally recognized flood zone service provider for the purpose of obtaining the current flood zone status relating to such Mortgaged Property.

FNMA: Fannie Mae or any successor thereto.

Gross Margin: With respect to any Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note and the related Mortgage Loan Schedule that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note to determine the new Mortgage Interest Rate for such Mortgage Loan.

HUD: The United States Department of Housing and Urban Development or any successor thereto.

Index: With respect to any Adjustable Rate Mortgage Loan, the index identified on the Mortgage Loan Schedule and set forth in the related Mortgage Note for the purpose of calculating the interest rate thereon.

Initial Closing Date: The Closing Date on which the Initial Purchaser purchases and the Seller sells the first Mortgage Loan Package hereunder.

Initial Purchaser: DB Structured Products, Inc., or any successor thereto or its assignees.

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

Interim Servicing Period: With respect to any Mortgage Loan, the period commencing on the related Closing Date and ending on the thirtieth day after such Closing Date (or if such day is not a Business Day, the first Business Day immediately following such day). The Interim Servicing Period shall continue for additional thirty (30) day periods following the expiration of the prior thirty (30) day period, unless the Purchaser notifies the Interim Servicer at least twenty (20) days prior to the expiration of an Interim Servicing Period that the Interim Servicer shall be terminated as interim servicer at the expiration of the Interim Servicing Period.

Lender Paid Mortgage Insurance Policy or LPMI Policy: A policy of mortgage guaranty insurance (other than a Primary Insurance Policy) issued by a Qualified Insurer in which the owner or servicer of the Mortgage Loan is responsible for the premiums associated with such mortgage insurance policy.

Liquidation Proceeds: Amounts, other than Insurance Proceeds and Condemnation Proceeds, received in connection with the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or otherwise, other than amounts received following the acquisition of REO Property and prior to an REO Disposition.

Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan as of any date of determination, the ratio on such date of the outstanding principal amount of the Mortgage Loan, to the Appraised Value of the Mortgaged Property.

Maximum Mortgage Interest Rate: With respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on the related Mortgage Loan Schedule and in the related Mortgage Note and is the maximum interest rate to which the Mortgage Interest Rate on such Mortgage Loan may be increased on any Adjustment Date.

MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS System.

MERS System: The system of recording transfers of mortgages electronically maintained by MERS.

MIN: The Mortgage Identification Number for any MERS Mortgage Loan.

Minimum Mortgage Interest Rate: With respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on the related Mortgage Loan Schedule and in the related Mortgage Note and is the minimum interest rate to which the Mortgage Interest Rate on such Mortgage Loan may be decreased on any Adjustment Date.

MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

Monthly Payment: With respect to any Mortgage Loan, the scheduled combined payment of principal and interest, and taxes and insurance, if applicable, payable by a Mortgagor under the related Mortgage Note on each Due Date.

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

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

Mortgagee: The mortgagee or beneficiary named in the Mortgage and the successors and assigns of such mortgagee or beneficiary.

Mortgage File: The items pertaining to a particular Mortgage Loan referred to in Exhibit 5 annexed hereto, and any additional documents required to be added to the Mortgage File pursuant to this Agreement or the related Commitment Letter.

Mortgage Interest Rate: With respect to each Fixed Rate Mortgage Loan, the fixed annual rate of interest provided for in the related Mortgage Note and, with respect to each Adjustable Rate Mortgage Loan, the annual rate that interest accrues on such Adjustable Rate Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note.

Mortgage Loan: Each first or second lien, residential mortgage loan, sold, assigned and transferred to the Purchaser pursuant to this Agreement and the related Commitment Letter and identified on the Mortgage Loan Schedule annexed to this Agreement on the related Closing Date, which Mortgage Loan includes without limitation the Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, and all other rights, benefits, proceeds and obligations arising from or in connection with such Mortgage Loan.

Mortgage Loan Documents: The documents listed in Exhibit 10 hereto pertaining to any Mortgage Loan.

Mortgage Loan Package: The Mortgage Loans listed on a Mortgage Loan Schedule, delivered to the Custodian and the Purchaser at least three (3) Business Days prior to the related Closing Date and attached to an Assignment and Conveyance as Schedule One on the related Closing Date.

Mortgage Loan Schedule: With respect to each Mortgage Loan Package, the schedule of Mortgage Loans to be annexed to an Assignment and Conveyance as Schedule One on each Closing Date for the Mortgage Loan Package delivered on such Closing Date in both hard copy and electronic form, such schedule setting forth the following information with respect to each Mortgage Loan in the Mortgage Loan Package: (1) the Seller’s Mortgage Loan identifying number; (2) the Mortgagor’s first and last name; (3) the street address of the Mortgaged Property including the city, state and zip code; (4) a code indicating whether the Mortgaged Property is owner-occupied; (5) the type of Residential Dwelling constituting the Mortgaged Property; (6) the original months to maturity; (7) the original date of the Mortgage Loan and the remaining months to maturity from the Cut-off Date, based on the original amortization schedule; (8) the Loan-to-Value Ratio and, if the Mortgage Loan is a Second Lien, the Combined Loan-to-Value Ratio, each at origination; (9) the Mortgage Interest Rate in effect immediately following the Cut-off Date; (10) the date on which the first Monthly Payment was due on the Mortgage Loan; (11) the stated maturity date; (12) the amount of the Monthly Payment at origination; (13) the amount of the Monthly Payment as of the Cut-off Date; (14) the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance; (15) the original principal amount of the Mortgage Loan and, if such Mortgage Loan is in a junior lien position, the principal balance of the First Lien at origination of the Mortgage

Loan; (16) the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date; (17) with respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date; (18) with respect to each Adjustable Rate Mortgage Loan, the Gross Margin; (19) a code indicating the purpose of the loan (i.e., purchase financing, Rate/Term Refinancing, Cash-Out Refinancing); (20) with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Interest Rate under the terms of the Mortgage Note; (21) with respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Interest Rate under the terms of the Mortgage Note; (22) the Mortgage Interest Rate at origination; (23) with respect to each Adjustable Rate Mortgage Loan, the Periodic Rate Cap; (24) with respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date immediately following the related Cut-off Date; (25) with respect to each Adjustable Rate Mortgage Loan, the Index; (26) the date on which the first Monthly Payment was due on the Mortgage Loan and, if such date is not consistent with the Due Date currently in effect, such Due Date; (27) a code indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or a Fixed Rate Mortgage Loan; (28) a code indicating the documentation style (i.e., full, alternative or reduced); (29) a code indicating if the Mortgage Loan is subject to a Primary Insurance Policy or LPMI Policy; and if so, the provider of such insurance, the coverage percentage of such insurance and the fee payable to the provider in respect of such insurance; (30) the Appraised Value of the Mortgaged Property; (31) the sale price of the Mortgaged Property, if applicable; (32) a code indicating whether the Mortgage Loan is subject to a Prepayment Charge, the term of such Prepayment Charge and the amount of such Prepayment Charge; (33) the product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon, etc.); (34) the Mortgagor’s debt to income ratio; (35) a code indicating whether the Mortgaged Property is subject to a First Lien or a Second Lien; (36) a code indicating the Credit Score of the Mortgagor at the time of origination of the Mortgage Loan; (37) the Mortgage Loan’s payment history; (38) a code indicating the form of appraisal (i.e. form 1004, 2055, etc.); (39) a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so, the corresponding MIN; and (40) a code indicating if the Mortgage Loan is an interest-only Mortgage Loan and, if so, the term of the interest-only period of such Mortgage Loan; (41) the amount of any “points and fees” payable by the Mortgagor in connection with the origination of such Mortgage Loan; (42) the Mortgagor’s income at origination; (43) the amortized original term to maturity as of the Cut-off Date; (44) with respect to each Adjustable Rate Mortgage Loan, a code indicating the frequency of adjustment of the related Mortgage Interest Rate; (45) the number of units in the related Mortgaged Property; (46) a code indicating whether the related Mortgagor is self-employed; (47) a code indicating the credit grade; (48) Tax Service Contract provider; and (49) Tax Service Contract number. With respect to the Mortgage Loan Package in the aggregate, the Mortgage Loan Schedule shall set forth the following information, as of the related Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.

Mortgage Note: The original executed note or other evidence of the Mortgage Loan indebtedness of a Mortgagor.

Mortgaged Property: The Mortgagor’s real property securing repayment of a related Mortgage Note, consisting of a fee simple interest in a single parcel of real property improved by a Residential Dwelling.

Mortgagor: The obligor on a Mortgage Note, the owner of the Mortgaged Property and the grantor or mortgagor named in the related Mortgage and such grantor’s or mortgagor’s successors in title to the Mortgaged Property.

Net Mortgage Rate: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Interest Rate for such Mortgage Loan minus the Servicing Fee Rate.

Officer’s Certificate: A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or a President or a Vice President and by the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries of the Person on behalf of whom such certificate is being delivered.

Opinion of Counsel: A written opinion of counsel, who may be salaried counsel for the Person on behalf of whom the opinion is being given, reasonably acceptable to each Person to whom such opinion is addressed.

Pass-Through Transfer: The sale or transfer of some or all of the Mortgage Loans by the Purchaser to a trust to be formed as part of a publicly issued or privately placed mortgage-backed securities transaction.

Periodic Rate Cap: With respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor, a number of percentage points per annum that is set forth in the related Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum amount by which the Mortgage Interest Rate for such Adjustable Rate Mortgage Loan may increase (without regard to the Maximum Mortgage Interest Rate) or decrease (without regard to the Minimum Mortgage Interest Rate) on such Adjustment Date from the Mortgage Interest Rate in effect immediately prior to such Adjustment Date.

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

Prepayment Charge: With respect to any Mortgage Loan, any prepayment penalty or premium thereon payable in connection with a principal prepayment on such Mortgage Loan pursuant to the terms of the related Mortgage Note.

Primary Insurance Policy: A policy of primary mortgage guaranty insurance issued by a Qualified Insurer.

Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date, including any Prepayment Charge, which 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.

Purchase Price: The price paid on the related Closing Date by the Purchaser to the Seller pursuant to the related Commitment Letter in exchange for the Mortgage Loans purchased on such Closing Date as provided in Section 4.

Qualified Insurer: Any insurer which meets the requirements of FNMA and FHLMC.

Rate/Term Refinancing: A Refinanced Mortgage Loan, the proceeds of which are not in excess of the existing first mortgage loan on the related Mortgaged Property and related closing costs, and were used exclusively to satisfy the then existing first mortgage loan of the Mortgagor on the related Mortgaged Property and to pay related closing costs.

Reconstitution Agreements: The agreement or agreements entered into by the Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or a Pass-Through Transfer as provided in Section 12.

Reconstitution Date: The date or dates on which any or all of the Mortgage Loans serviced under this Agreement shall be removed from this Agreement and reconstituted as part of a Whole Loan Transfer or Pass-Through Transfer pursuant to Section 12 hereof.

Record Date: With respect to each Distribution Date, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.

Refinanced Mortgage Loan: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.

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

REMIC Provisions: Provisions of the federal income tax law relating to REMICs, which appear in Sections 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

REO Account: The separate trust account or accounts created and maintained pursuant to this Agreement which shall be entitled “New Century Mortgage Corporation, in trust for the Purchaser, as of [date of acquisition of title], Fixed and Adjustable Rate Mortgage Loans”.

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

REO Property: A Mortgaged Property acquired as a result of the liquidation of a Mortgage Loan.

Repurchase Price: With respect to any Mortgage Loan, (1) a price equal to (A) during the first twelve months following the related Closing Date (i) the purchase price percentage used to calculate the Purchase Price as stated in the related Commitment Letter, times the Stated Principal Balance of the Mortgage Loan so repurchased plus (ii) accrued interest thereon to the day prior to the day that such repurchase occurs, and (B) thereafter (i) the Stated Principal Balance of the Mortgage Loan so repurchased, plus (ii) accrued interest thereon to the day prior to the day that such repurchase occurs, or (2) such other amount set forth in the related Commitment Letter.

Residential Dwelling: Any one of the following: (i) a one-family dwelling, (ii) a two- to four-family dwelling, (iii) a one-family dwelling unit in a FNMA eligible condominium project, (iv) a one-family dwelling in a planned unit development or (v) a manufactured home which is a “single family residence” as defined in Section 25(e)(10) of the Code and constitutes real property, none of which is a co-operative, a commercial property, an agricultural property or a mixed-use property.

Second Lien: With respect to each Mortgaged Property, the lien of the mortgage, deed of trust or other instrument securing a Mortgage Note which creates a second lien on the Mortgaged Property.

Second Lien Mortgage Loan: A Mortgage Loan secured by the lien on the Mortgaged Property, subject to one prior lien on such Mortgaged Property securing financing obtained by the related Mortgagor.

Servicing Addendum: The terms and conditions attached hereto as Exhibit 8 which will govern the servicing of the Mortgage Loans by the Interim Servicer during the Interim Servicing Period.

Servicing Advances: All customary, reasonable and necessary “out-of-pocket” costs and expenses incurred by the Interim Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) preservation, restoration and repair of a Mortgaged Property, (ii) any enforcement or judicial proceedings with respect to a Mortgage Loan, including foreclosure actions and (iii) the management and liquidation of REO Property.

Servicing Fee: With respect to each Mortgage Loan, the monthly fee set forth in the related Commitment Letter which the Purchaser shall pay to the Interim Servicer. The obligation of the Purchaser to pay 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 11.05 of the Servicing Addendum) of related Monthly Payment collected by the Interim Servicer, or as otherwise provided under Section 11.05 of the Servicing Addendum. If the Interim Servicing Period includes any partial month, the Servicing Fee for such month shall be pro rated at a per diem rate based upon a 30-day month.

Servicing File: With respect to each Mortgage Loan, the file retained by the Seller consisting of originals of all documents in the Mortgage File which are not delivered to the Purchaser or the Custodian and copies of all of the Mortgage Loan Documents for such Mortgage Loan.

Servicing Transfer Date: With respect to any Mortgage Loan, the date on which the Seller transfers the servicing of a Mortgage Loan to the Initial Purchaser or its designee, which date shall be the day immediately following the expiration of the related Interim Servicing Period.

S&P: Standard & Poor’s, a division of the McGraw-Hill Companies, Inc., or its successor in interest.

Stated Principal Balance: As to each Mortgage Loan as of any date of determination, (i) the principal balance of the Mortgage Loan as of the Cut-off Date after giving effect to payments of principal received on or before such date, minus (ii) all amounts previously distributed to the Purchaser with respect to the related Mortgage Loan representing payments or recoveries of principal.

Tax Service Contract: A transferable contract maintained for the Mortgaged Property with a tax service provider for the purpose of obtaining current information from local taxing authorities relating to such Mortgaged Property.

Underwriting Guidelines: The Seller’s written underwriting guidelines attached hereto as Exhibit 12 in effect with respect to the Mortgage Loans purchased by the Purchaser on the Initial Closing Date, which may be amended, supplemented or modified from time to time thereafter.

Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans by the Purchaser to a third party, which sale or transfer is not a Pass-Through Transfer.

SECTION 2. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase, from time-to-time, Mortgage Loans having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Commitment Letter, or in such other amount as agreed to by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans accepted by the Purchaser on the related Closing Date.

SECTION 3. Mortgage Loan Schedules. The Seller shall deliver the Mortgage Loan Schedule for a Mortgage Loan Package to be purchased on a particular Closing Date to the Purchaser at least three (3) Business Days prior to the related Closing Date or as otherwise set forth in the related Commitment Letter.

SECTION 4. Purchase Price. The Purchase Price for each Mortgage Loan listed on the related Mortgage Loan Schedule shall be the percentage of par as stated in the related Commitment Letter (subject to adjustment as provided therein), multiplied by its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Commitment Letter, portions of the Mortgage Loans shall be priced separately.

In addition to the Purchase Price as described above, the Initial Purchaser shall pay to the Seller, at closing, accrued interest on the Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date at its Net Mortgage Rate from the paid-through date through the day prior to the Closing Date

The Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased, (1) all recoveries of principal collected after the related Cut-off Date and (2) all payments of interest on the Mortgage Loans net of the Servicing Fee (minus that portion of any such interest payment that is allocable to the period prior to the related Cut-off Date). All payments of principal and interest, less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall belong to the Purchaser.

The Initial Purchaser shall have the opportunity to conduct a corporate due diligence of the Seller, including but not limited to, on site review of the Seller's facilities and discussions with the Seller's management. The Initial Purchaser may conduct such review prior to or following the Initial Closing Date. In addition, the Initial Purchaser may perform additional reviews as the Initial Purchaser, in its reasonable discretion, deems necessary.

SECTION 6.

Conveyance from Seller to Initial Purchaser.

Subsection 6.01.

Conveyance of Mortgage Loans; Possession of Servicing Files.

The Seller and the Interim Servicer, simultaneously with the payment of the Purchase Price, shall execute and deliver to the Initial Purchaser an Assignment and Conveyance with respect to the related Mortgage Loan Package in the form attached hereto as Exhibit 4. The Servicing File retained by the Interim Servicer with respect to each Mortgage Loan pursuant to this Agreement shall be appropriately identified in the Interim Servicer’s computer system to reflect clearly the sale of such related Mortgage Loan to the Purchaser. The Interim Servicer shall release from its custody the contents of any Servicing File retained by it only in accordance with this Agreement, except when such release is required in connection with a repurchase of any such Mortgage Loan pursuant to Subsection 7.03 or 7.04.

In addition, in connection with the assignment of any MERS Mortgage Loans, the Interim Servicer agrees that it will cause, at its own expense, the MERS System to indicate that such Mortgage Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement prior to the related Servicing Transfer Date) in such computer files the information required by the MERS System to identify the Purchaser of such Mortgage Loans.

Subsection 6.02.

Books and Records.

Record title to each Mortgage and the related Mortgage Note as of the related Closing Date shall be in the name of the Seller, the Interim Servicer, the Purchaser, the Custodian or one or more designees of the Purchaser, as the Purchaser shall designate. Notwithstanding the foregoing, beneficial ownership of each Mortgage and the related Mortgage Note shall be vested solely in the Purchaser or the appropriate designee of the Purchaser, as the case may be. All rights arising out of the Mortgage Loans including, but not limited to, all funds received by the Interim Servicer after the related Cut-off Date on or in connection with a Mortgage Loan as provided in Section 4 shall be vested in the Purchaser or one or more designees of the Purchaser; provided, however, that all such funds received on or in connection with a Mortgage Loan as provided in Section 4 shall be received and held by the Interim Servicer in trust for the benefit of the Purchaser or the assignee of the Purchaser, as the case may be, as the owner of the Mortgage Loans pursuant to the terms of this Agreement.

It is the express intention of the parties that the transactions contemplated by this Agreement be, and be construed as, a sale of the Mortgage Loans by the Seller and not a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. Consequently, the sale of each Mortgage Loan shall be reflected as a sale on the Seller’s business records, tax returns and financial statements. In the event, for any reason, any transaction contemplated herein is construed by any court or regulatory authority as a borrowing rather than as a sale, the Seller and the Purchaser intend that the Purchaser or its assignee, as the case may be, shall have a perfected first priority security interest in the Mortgage Loans, the servicing rights appurtenant to the Mortgage Loans, the Custodial Account and the proceeds of any and all of the foregoing (collectively, the “Collateral”), free and clear of adverse claims. In such case, the Seller shall be deemed to have hereby granted to the Purchaser or its assignee, as the case may be, a first priority security interest in and lien upon the Collateral, free and clear of adverse claims. In such event, the related Commitment Letter and this Agreement shall constitute a security agreement, the Custodian shall be deemed to be an independent custodian for purposes of perfection of the security interest granted to the Purchaser or its assignee, as the case may be, and the Purchaser or its assignee, as the case may be, shall have all of the rights of a secured party under applicable law.

Subsection 6.03.

Delivery of Mortgage Loan Documents.

Pursuant to the Custodial Agreement between the Initial Purchaser and the Custodian, the Seller or the Interim Servicer, as applicable, shall from time to time in connection with each Closing Date, at least five (5) Business Days prior to such Closing Date, deliver and release to the Custodian those Mortgage Loan Documents as required by the Custodial Agreement with respect to each Mortgage Loan to be purchased and sold on the related Closing Date and set forth on the related Mortgage Loan Schedule delivered with such Mortgage Loan Documents.

The Custodian shall certify its receipt of all such Mortgage Loan Documents required to be delivered pursuant to the Custodial Agreement for the related Closing Date, as evidenced by the Trust Receipt and Initial Certification of the Custodian in the form annexed to the Custodial Agreement. The Interim Servicer shall be responsible for maintaining the Custodial Agreement during the Interim Servicing Period. The fees and expenses of the Custodian shall be paid by the Purchaser and the Seller as set forth in the related Commitment Letter.

The Interim Servicer shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution, provided, however, that the Interim Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within ninety days of its submission for recordation.

SECTION 7. Representations, Warranties and Covenants of the Seller: Remedies for Breach.

Subsection 7.01.

Representations and Warranties Respecting the Seller and the Interim Servicer.

(a) The Seller represents, warrants and covenants to the Purchaser as of the Initial Closing Date and each subsequent Closing Date or as of such date specifically provided herein or in the applicable Assignment and Conveyance:

(i) The Seller is duly organized, validly existing and in good standing under the laws of the state of California and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement. No licenses or approvals obtained by the Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation;

(ii) The Seller has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization;

(iii) The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets;

(iv) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation will likely have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;

(v) The Seller is an approved seller for FNMA and FHLMC in good standing and is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with FNMA, FHLMC or HUD eligibility requirements or which would require notification to FNMA, FHLMC or HUD;

(vi) The 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;

(vii) The Mortgage Loan Documents and any other documents required to be delivered with respect to each Mortgage Loan pursuant to this Agreement have been delivered to the Custodian, all in compliance with the specific requirements of this Agreement;

(ix) There are no actions or proceedings against, or investigations of, the Seller before any court, administrative agency or other tribunal (A) that are likely to prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that are likely to prohibit or materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement;

(x) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the related Closing Date;

(xi) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions;

(xii) Neither this Agreement nor any written statement, report or other document prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading;

(xiii) The consideration received by the Seller upon the sale of the Mortgage Loans constitutes fair consideration and reasonably equivalent value for such Mortgage Loans;

(xiv) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage Loan with any intent to hinder, delay or defraud any of its creditors.

(b) The Interim Servicer represents, warrants and covenants to the Purchaser as of the initial Closing Date and as of each subsequent Closing Date:

(i) The Interim Servicer is duly organized, validly existing and in good standing under the laws of the state of California and is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to ensure the enforceability of each Mortgage Loan and the servicing of the Mortgage Loan in accordance with the terms of this Agreement. No licenses or approvals obtained by the Interim Servicer have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation;

(ii) The Interim Servicer has the full power and authority to hold each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Interim Servicer has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Interim Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization;

(iii) The execution and delivery of this Agreement by the Interim Servicer and the performance of and compliance with the terms of this Agreement will not violate the Interim Servicer's articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Interim Servicer is a party or which may be applicable to the Interim Servicer or its assets;

(iv) The Interim Servicer is not in violation of, and the execution and delivery of this Agreement by the Interim Servicer and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Interim Servicer or its assets, which violation will likely have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Interim Servicer or its assets or will likely have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;

(v) The Interim Servicer is an approved servicer for FNMA and FHLMC in good standing and is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make the Interim Servicer unable to comply with FNMA, FHLMC or HUD eligibility requirements or which would require notification to FNMA, FHLMC or HUD;

(vi) The Interim 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;

(vii) The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered with respect to each Mortgage Loan pursuant to the Custodial Agreement, have been delivered to the Custodian all in compliance with the specific requirements of the Custodial Agreement. With respect to each Mortgage Loan, the Interim Servicer is in possession of a complete Mortgage File in compliance with Exhibit 5, except for such documents as have been delivered to the Custodian;

(viii) Immediately prior to the payment of the Purchase Price for each Mortgage Loan, the Seller was the owner of record of the related Mortgage and the indebtedness evidenced by the related Mortgage Note and upon the payment of the Purchase Price by the Purchaser, in the event that the Interim Servicer retains record title, the Interim Servicer shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof and only for the purpose of servicing and supervising the servicing of each Mortgage Loan;

(ix) There are no actions or proceedings against, or investigations of, the Interim Servicer before any court, administrative agency or other tribunal (A) that are likely to prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that are likely to prohibit or materially and adversely affect the performance by the Interim Servicer of its obligations under, or the validity or enforceability of, this Agreement;

(x) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Interim Servicer of, or compliance by the Interim Servicer with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the related Closing Date;

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

(xii) The information delivered by the Interim Servicer to the Purchaser with respect to the Interim Servicer's loan loss, foreclosure and delinquency experience for the twelve (12) months immediately preceding the Initial Closing Date on mortgage loans underwritten to the same standards as the Mortgage Loans and covering mortgaged properties similar to the Mortgaged Properties, is true and correct in all material respects;

(xiii) Neither this Agreement nor any written statement, report or other document prepared and furnished or to be prepared and furnished by the Interim Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading;

(xiv) The Interim Servicer currently operates or actively participates in an on-going business (A) to originate single family mortgage loans, and/or (B) to make periodic purchases of single family mortgage loans from originators or sellers, and/or (C) to issue and/or purchase securities or bonds supported by single family mortgage loans, a portion of which loans are made to borrowers who are: (a) low-income families (families with incomes of 80% or less of area median income) living in low-income areas (a census tract or block numbering area in which the median income does not exceed 80% of the area median income); or (b) very low-income families (families with incomes of 60% or less of area median income);

(xv) The Interim Servicer is an approved servicer for FNMA and FHLMC in good standing and is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make the Interim Servicer unable to comply with FNMA, FHLMC or HUD eligibility requirements or which would require notification to FNMA, FHLMC or HUD; and

(xvi) If the Interim Servicer becomes a member of MERS, the Interim Servicer shall be a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS.

Subsection 7.02.

Representations and Warranties Regarding Individual Mortgage Loans.

The Seller hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

(i) The information set forth in the related Mortgage Loan Schedule and the Mortgage Loan data delivered to the Purchaser is complete, true and correct in all material respects as of the Cut-off Date, unless another date is set forth in the Mortgage Loan Schedule;

(ii) The Mortgage Loan is in compliance with all requirements set forth in the related Commitment Letter, and the characteristics of the related Mortgage Loan Package as set forth in the related Commitment Letter are true and correct;

(iii) All payments required to be made up to the close of business on the related Closing Date for such Mortgage Loan under the terms of the Mortgage Note have been made. Except for payments in the nature of Escrow Payments, including without limitation, taxes and insurance payments, neither the Seller nor the Interim Servicer has advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by the Mortgage Note or Mortgage, except for interest accruing from the date of the Mortgage Note or the date of disbursement of the Mortgage proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first installment of principal and interest. No payment under the Mortgage Loan is more than twenty-nine (29) days past due, nor has any payment under the Mortgage Loan been more than twenty-nine (29) days past due at any time since origination;

(iv) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property;

(v) The Mortgaged Property is located in the state identified in the related Mortgage Loan Schedule and is improved by a Residential Dwelling;

(vi) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded, or in the process of being recorded, in the applicable public recording office if necessary to maintain the lien priority of the Mortgage, and which have been delivered or will be delivered to the Custodian on behalf of the Purchaser; the substance of any such waiver, alteration or modification has been approved by the insurer under the Primary Insurance Policy or LPMI Policy, if any, and the title insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the insurer under the Primary Insurance Policy or LPMI Policy, if any, the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Custodian and the terms of which are reflected in the related Mortgage Loan Schedule;

(vii) 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/or the Mortgage, or the exercise of any right thereunder, render 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;

(viii) All buildings upon the Mortgaged Property are insured by an insurer acceptable to FNMA and FHLMC 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 the Servicing Addendum. All such insurance policies contain a standard mortgagee clause naming the Interim Servicer, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued 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 Insurance Administration with a generally acceptable insurance carrier, in the amount described in the Servicing Addendum (and to the extent required in the Servicing Addendum) is in effect, which policy conforms to the requirements of the Underwriting Guidelines. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;

(ix) Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, fair housing, disclosure laws or all predatory and abusive lending laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with and the consummation of the transactions contemplated hereby will not involve the violation of any such laws, and the Seller shall maintain in its possession, available for the inspection of the Purchaser or its designee, and shall deliver to the Purchaser or its designee, upon five (5) Business Days’ request, evidence of compliance with such requirements;

(x) The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release;

(xii) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the Mortgagor and enforceable by the Purchaser against such Mortgagor in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by law;

(xiii) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan, to execute and deliver the Mortgage Note and the Mortgage and to pledge, grant or convey the interest therein purported to be conveyed, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;

(xiv) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no obligation for the Mortgagee to advance additional funds 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 have been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;

(xv) Except with respect to liens released immediately prior to the transfer herein contemplated, no Mortgage Note or related Mortgage has been assigned or pledged. Immediately prior to the transfer and assignment herein contemplated, the Seller held good, marketable and indefeasible title to, and was the sole legal, beneficial and equitable owner of the Mortgage Note and the Mortgage. The Seller has full right and authority under all governmental and regulatory bodies having jurisdiction over such Seller, subject to no interest or participation of, or agreement with, any party, to transfer and sell the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear of any encumbrance or right of others, equity, lien, pledge, charge, mortgage, claim, participation interest or security interest of any nature (collectively, a “Lien”); and immediately upon the transfers and assignments herein contemplated, the Seller shall have transferred and sold all of its right, title and interest in and to each Mortgage Loan and the Purchaser will hold good, marketable and indefeasible title to, and be the owner of, each Mortgage Loan subject to no Lien;

(xvi) All parties which have had any interest in the Mortgage Loan, whether as originator, mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were): (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state so as to require qualification or licensing, or (E) not otherwise required to be licensed in such state. All parties which have had any interest in the Mortgage Loan were in compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located or were not required to be licensed in such state;

(xvii) On the date of its origination and on the Closing Date, the Mortgage Loan was and is covered by an American Land Title Association (“ALTA”) ALTA lender’s title insurance policy (which, in the case of an Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1), issued by a title insurer acceptable to the Underwriting Guidelines and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained above in (xi)(a) and (b) and, with respect to each Mortgage Loan which is indicated by the Interim Servicer to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d)) the Interim Servicer, its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The Interim Servicer 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. No claims have been made under such lender’s title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy;

(xviii) There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and, to the Seller’s knowledge, 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 Seller nor the Interim Servicer nor any other entity involved in originating or servicing a Mortgage Loan has waived any default, breach, violation or event of acceleration. With respect to each Mortgage Loan which is indicated by the Interim Servicer to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in full force and effect, (ii) there is no default, breach, violation or event of acceleration existing under such First Lien mortgage or the related mortgage note, (iii) 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 thereunder, and either (A) the First Lien mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the First Lien mortgage;

(xix) 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 law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;

(xx) As of the date of origination of the Mortgage Loan, all improvements which were considered in determining the Appraised Value of the related 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;

(xxi) The Mortgage Loan was originated by New Century Mortgage Corporation or by a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD;

(xxii) Payments on the Mortgage Loan shall commence (with respect to any newly originated Mortgage Loans) or commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable on the first day of each month in Monthly Payments, which, (A) in the case of a Fixed Rate Mortgage Loan which is not a Balloon Loan, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, (B) in the case of an Adjustable Rate Mortgage Loan which is not a Balloon Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate and (C) in the case of a Balloon Loan, are based on a fifteen (15) or thirty (30) year amortization schedule, as set forth in the related Mortgage Note, and a final monthly payment substantially greater than the preceding monthly payment which is sufficient to amortize the remaining principal balance of the Balloon Loan and to pay interest at the related Mortgage Interest Rate. No Balloon Loan has an original stated maturity of less than seven (7) years. The Index for each Adjustable Rate Mortgage Loan is as defined in the related Mortgage Loan Schedule. With respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only period shall not exceed the period specified on the Mortgage Loan Schedule and following the expiration of such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term of the Mortgage Loan. The Mortgage Note does not permit negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;

(xxiii) The origination and collection practices used by the Interim Servicer with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry. The Mortgage Loan has been serviced by the Interim Servicer and any predecessor servicer in accordance with all applicable laws, rules and regulations and the terms of the Mortgage Note and Mortgage. With respect to escrow deposits and Escrow Payments (other than with respect to each Mortgage Loan which is indicated by the Interim Servicer to be a Second Lien Mortgage Loan and for which the mortgagee under the First Lien is collecting Escrow Payments (as reflected on the Mortgage Loan Schedule)), if any, all such payments are in the possession of, or under the control of, the Interim Servicer and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due the Interim Servicer have been capitalized under any Mortgage or the related Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Interim Servicer for any work on a Mortgaged Property which has not been completed;

(xxiv) The Mortgaged Property is undamaged by waste, 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 were intended and there is no proceeding pending or threatened for the total or partial condemnation thereof nor is such a proceeding currently occurring;

(xxv) The Mortgage and 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 or non-judicial foreclosure. The Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would materially interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage subject to applicable federal and state laws and judicial precedent with respect to bankruptcy and rights of redemption;

(xxvi) The Mortgagor has not notified the Interim Servicer and the Interim Servicer has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act;

(xxvii) The Mortgage Loan was underwritten in accordance with the Underwriting Guidelines in effect at the time the Mortgage Loan was originated; and the Mortgage Note and Mortgage are on forms acceptable to prudent mortgage lending institutions in the secondary market;

(xxviii) The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (xi) above;

(xxix) The Mortgage File contains an appraisal of the related Mortgaged Property which, (a) with respect to First Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect to (a) or (b) above, was made and signed, prior to the approval of the Mortgage Loan application, by a qualified appraiser, duly appointed by the Seller or the Interim Servicer, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan and who met the minimum qualifications of FNMA and FHLMC. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;

(xxx) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;

(xxxi) No Mortgage Loan contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Seller, the Interim Servicer, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

(xxxii) The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;

(xxxiii) No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;

(xxxiv) Neither the Seller nor the Interim Servicer has knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value of the Mortgage Loan, in each instance, taking into account the relative Underwriting Guidelines applicable to the related Mortgagor;

(xxxv) Each Mortgage Loan identified on the Mortgage Loan Schedule as subject to a Primary Insurance Policy will be subject to a Primary Insurance Policy, issued by a Qualified Insurer, which insures that portion of the Mortgage Loan in excess of the portion of the Appraised Value of the Mortgaged Property required by FNMA. All provisions of such Primary Insurance Policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor thereunder to maintain such insurance and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan does not include any such insurance premium;

(xxxvi) The Mortgaged Property is lawfully occupied under applicable law; 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. No improvement located on or being part of any Mortgaged Property is in violation of any applicable zoning law or regulation. To the best of the Seller’s knowledge and with respect to each Mortgage Loan that is covered by a Primary Insurance Policy, the improvement(s) located on or being part of the related Mortgaged Property were constructed in accordance with the specifications set forth in the original construction plans;

(xxxvii) No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to the origination, modification or amendment of a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;

(xxxviii) Each original Mortgage was recorded and all subsequent assignments of the original Mortgage (other than the assignment to the Purchaser) have been recorded, or are in the process of being recorded, in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(xxxix) Any principal advances made to the Mortgagor after the date of origination of the Mortgage Loan but 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 reflected on the Mortgage Loan Schedule. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having (A) first lien priority with respect to each Mortgage Loan which is indicated by the Interim Servicer to be a First Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien priority with respect to each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in either case, by a title insurance policy, an endorsement to the policy insuring the mortgagee’s consolidated interest or by other title evidence acceptable to FNMA and FHLMC. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;

(xl) Each Mortgaged Property consists of a ground lease, or a fee simple interest in a single parcel of real property improved by a Residential Dwelling. If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of the Underwriting Guidelines;

(xli) Each Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section 50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been originated in compliance with the provisions of Article XVI, Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes and the Texas Finance Code. With respect to each Texas Refinance Loan that is a Cash-Out Refinancing, the related Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance Loan in whole or in part without incurring a Prepayment Charge. The Seller does not collect any such Prepayment Charges in connection with any such Texas Refinance Loan;

(xlii) The source of the down payment with respect to each Mortgage Loan has been fully verified by the Seller, if required by the Underwriting Guidelines;

(xliii) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;

(xliv) The Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller, the Interim Servicer nor, to the Seller’s or the Interim Servicer’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;

(xlv) The Seller shall, at its own expense, cause each Mortgage Loan to be covered by a “life of loan” Tax Service Contract which is assignable to the Purchaser or its designee at no cost to the Purchaser or its designee; provided however, that if the Seller fails to purchase such Tax Service Contract, the Seller shall be required to reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with the purchase of any such Tax Service Contract;

(xlvi) Each Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which is assignable to the Purchaser or its designee at no cost to the Purchaser or its designee or, for each Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone Service Contract;

(xlvii) None of the Adjustable Rate Mortgage Loans include an option to convert to a Fixed Rate Mortgage Loan;

(xlviii) The Seller did not use any selection procedures (A) intended, or reasonably believed by the Seller, to be adverse to the interests of the Purchaser or (B) that identified the Mortgage Loans as being less desirable or valuable than other comparable mortgage loans in the Seller’s portfolio;

(xlix) With respect to any First Lien Mortgage Loan, the Loan-to-Value Ratio of such Mortgage Loan at origination was not more than 95% and with respect to any Mortgage Loan, the CLTV of such Mortgage Loan at origination was not more than 100%;

(l) Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);

(li) No Mortgage Loan is (a) subject to, covered by or in violation of the provisions of the Homeownership and Equity Protection Act of 1994, as amended, (b) a “high cost”, “covered”, “abusive”, “predatory”, “home loan”, “Oklahoma Section 10” or “high risk” mortgage loan (or a similarly designated loan using different terminology) under any federal, state or local law, including without limitation, the provisions of the Georgia Fair Lending Act, New York Banking Law, Section 6-1, the City of Oakland, California Anti-Predatory Lending Ordinance No. 12361, the Arkansas Home Loan Protection Act, effective as of June 14, 2003, Kentucky State Statute KRS 360.100, effective as of June 25, 2003, the New Jersey Home Ownership Security Act of 2002 (the “NJ Act”), the New Mexico Home Loan Protection Act (N.M. Stat. Ann. §§ 58-21A-1 et seq.), the Illinois High-Risk Home Loan Act (815 Ill. Comp. Stat. 137/1 et seq.), the Oklahoma Home Ownership and Equity Protection Act, Nevada Assembly Bill No. 284, effective as of Oct. 1, 2003, the Minnesota Residential Mortgage Originator and Servicer Licensing Act (MN Stat. §58.137), the South Carolina High-Cost and Consumer Home Loans Act, effective January 1, 2004, the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or any other statute or regulation providing assignee liability to holders of such mortgage loans, or (c) subject to or in violation of any such or comparable federal, state or local statutes or regulations;

(lii) Each Mortgage Loan has a valid and original Credit Score, with a minimum Credit Score as set forth in the related Commitment Letter;

(liii) No Mortgage Loan had an original term to maturity of more than thirty (30) years;

(liv) No Mortgagor is the obligor on more than two Mortgage Notes;

(lv) Each Mortgage contains a provision for the acceleration of the payment of the unpaid principal balance of the related Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent of the mortgagee thereunder;

(lvi) With respect to each Mortgage Loan which is a Second Lien, (i) the related first lien does not provide for negative amortization, and (ii) either no consent for the Mortgage Loan is required by the holder of the first lien or such consent has been obtained and is contained in the Mortgage File;

(lvii) No Mortgage Loan originated prior to October 1, 2002 has a Prepayment Charge longer than five years after its origination; and no Mortgage Loan originated after October 1, 2002 has a Prepayment Charge longer than three years after its origination;

(lviii) The Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment Charges specifically authorizes such Prepayment Charges to be collected, such Prepayment Charges are permissible and enforceable in accordance with the terms of the related Mortgage Loan Documents and all applicable federal, state and local laws (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure) and each Prepayment Charge was originated in compliance with all applicable federal, state and local laws;

(lix) With respect to any Mortgage Loan that contains a provision permitting imposition of a Prepayment Charge upon a Principal Prepayment prior to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge in exchange for a monetary benefit, including but not limited to a Mortgage Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed to the Mortgagor in the Mortgage Loan Documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the contrary, the Interim Servicer shall not impose such Prepayment Charge in any instance when the Mortgage debt is accelerated as the result of the Mortgagor’s default in making the Monthly Payments;

(lx) No Mortgagor was required to purchase any credit life, disability, accident or health insurance product or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan, and no proceeds from any Mortgage Loan were used to finance single-premium credit insurance policies or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan;

(lxi) No Mortgage Loan originated or modified on or after October 1, 2002 and prior to March 7, 2003 is secured by a Mortgaged Property located in the State of Georgia;

(lxii) The Interim Servicer and any predecessor servicer has fully furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company (three of the credit repositories) on a monthly basis; and the Interim Servicer will fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Credit Information Company (three of the credit repositories), on a monthly basis;

(lxiii) No predatory, abusive or deceptive lending practices, including but not limited to, the extension of credit to a Mortgagor without regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a Mortgagor which has no tangible net benefit to the Mortgagor, were employed in connection with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of FNMA’s Selling Guide;

(lxiv) The Seller and the Interim Servicer have complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”). The Seller and the Interim Servicer have established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws; no Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;

(lxv) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Seller which is a higher cost product designed for less creditworthy borrowers, unless at the time of the related Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by the Seller or any affiliate of the Seller. If, at the time of the related loan application, the Mortgagor may have qualified for a lower cost credit product then offered by any mortgage lending affiliate of the Seller, the Seller referred the Mortgagor’s application to such affiliate for underwriting consideration;

(lxvi) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

(lxvii) All points, fees and charges, including finance charges (whether or not financed, assessed, collected or to be collected), in connection with the origination and servicing of each Mortgage Loan were disclosed in writing to the related Mortgagor in accordance with applicable state and federal law and regulation;

(lxviii) The Interim Servicer will transmit full-file credit reporting data for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan, the Interim Servicer agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

(lxix) No Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one hundred percent of the amount financed of any purchase money Second Lien Mortgage Loan subject to the NJ Act was used for the purchase of the related Mortgaged Property;

(lxx) With respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the related Mortgage Loan Schedule. The related assignment of Mortgage to MERS has been duly and properly recorded;

(lxxi) With respect to each MERS Mortgage Loan, neither the Seller nor the Interim Servicer has received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS;

(lxxii) With respect to each Mortgage Loan, neither the related Mortgage nor the related Mortgage Note requires the Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction;

(lxxiii) With respect to any Mortgage Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a Mortgage Property located in the State of Illinois is in violation of the provisions of the Illinois Interest Act, including Section 4.1a which provides that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Mortgage Loan;

(lxxiv) With respect to each Mortgage Loan that is secured in whole or in part by the interest of the mortgagor as a lessee under a ground lease of the related Mortgaged Property and not by a fee interest in such Mortgaged Property:

a. The Mortgagor is the owner of a valid and subsisting interest as tenant under the ground lease;

b. The ground lease is in full force and effect, unmodified and not supplemented by any writing or otherwise;

c. The Mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder;

d. The lessor under the ground lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed;

e. The term of the ground lease exceeds the maturity date of the related Mortgage Loan by at least ten years;

f. The ground lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged. The ground lease grants any leasehold mortgagee standard protection necessary to protect the security of a leasehold mortgagee;

g. The ground lease does not contain any default provisions that could give rise to forfeiture or termination of the ground lease except for the non-payment of the ground lease rents;

h. The execution, delivery and performance of the Mortgage do not require the consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the ground lease; and

i. The ground lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor .

(lxxv) [Reserved];

(lxxvi) Each document or instrument in the related Mortgage File is in a form generally acceptable to prudent mortgage lenders that regularly originate or purchase mortgage loans comparable to the Mortgage Loans for sale to prudent investors in the secondary market that invest in mortgage loans such as the Mortgage Loans;

(lxxvii) The Mortgage Note is comprised of one original promissory note and each such promissory note constitutes an “instrument” for purposes of Section 102(a)(47) of the Uniform Commercial Code;

(lxxviii) With respect to each Mortgage Loan secured by a manufactured home: (A) the manufactured home is permanently affixed to a foundation which is suitable for the soil conditions of the site; (B) all foundations, both perimeter and interior, have footings that are located below the frost line; (C) any wheels, axles and trailer hitches are removed from such manufactured home; and (D) the related Mortgage Loan is covered under a standard real estate title insurance policy that identifies the manufactured home as part of the real property and insures or indemnifies against any loss if the manufactured home is determined not to be part of the real property.

Subsection 7.03.

Remedies for Breach of Representations and Warranties.

It is understood and agreed that the representations and warranties set forth in Subsections 7.01 and 7.02 shall survive the sale of the Mortgage Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or lack of examination of any Mortgage File. Upon discovery by either the Seller, the Interim Servicer or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the party discovering such breach shall give prompt written notice to the other parties.

Within sixty (60) days (or with respect to a breach of Section 7.02(lxx), within ten (10) days) of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty which materially and adversely affects the value of a Mortgage Loan or the Mortgage Loans, the Seller or the Interim Servicer, as applicable, shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the Repurchase Price within ten (10) days following the expiration of the related cure period. In the event that a breach shall involve any representation or warranty set forth in Subsection 7.01, which materially and adversely affects the value of all the Mortgage Loans, and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Seller or the Interim Servicer, as applicable, of such breach, then all of the Mortgage Loans shall, at the Purchaser’s option, be repurchased by the Seller at the Repurchase Price. With respect to any representations and warranties made by the Seller, in the event that it is discovered that the circumstances with respect to the Mortgage Loan are not accurately reflected in such representation and warranty notwithstanding the actual knowledge or lack of knowledge of Seller, then, notwithstanding that such representation and warranty is made “to the best of the Seller’s knowledge,” or in reliance on or based on other information, there shall be a breach of such representation and Seller shall cure such breach or repurchase the affected Mortgage Loan as provided in this Subsection 7.03. The Seller shall, at the request of the Purchaser and assuming that the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage Loan or Loans; provided that such substitution shall be effected not later than 120 days after notice to the Seller of such breach. If the Seller has no Qualified Substitute Mortgage Loan, the Seller shall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing provisions of this Subsection 7.03 shall occur on a date designated by the Purchaser and shall be accomplished (i) by wire transfer of immediately available funds on the repurchase date to an account designated by the Initial Purchaser or (ii) as otherwise set forth in the related Commitment Letter. Notwithstanding anything to the contrary contained herein, it is understood by the parties hereto that a breach of the representations and warranties made in Subsections 7.02(li), (lvii), (lx), (lxi), (lxii) or (lxxii) will be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of the Purchaser therein.

If pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Interim Servicer shall either (i) cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS System the Seller as the beneficial holder of such Mortgage Loan.

At the time of repurchase of any deficient Mortgage Loan, the Purchaser and the Seller or the Interim Servicer shall arrange for the reassignment of the repurchased Mortgage Loan to the Seller and the delivery to the Seller or the Interim Servicer of any documents held by the Custodian relating to the repurchased Mortgage Loan. In the event the Repurchase Price is deposited in the Custodial Account, the Interim Servicer shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase the related Mortgage Loan Schedule shall be amended to reflect the withdrawal of the repurchased Mortgage Loan from this Agreement.

As to any Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser for such Qualified Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment of Mortgage and such other documents and agreements as are required by this Agreement, with the Mortgage Note endorsed as required therein. The Interim Servicer shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by the Interim Servicer. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in the month of substitution, and the Interim Servicer shall thereafter be entitled to retain all amounts subsequently received by the Interim Servicer in respect of such Deleted Mortgage Loan. The Seller or the Interim Servicer, as applicable, shall give written notice to the Purchaser that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller and the Interim Servicer shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Subsections 7.01 and 7.02.

For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Interim Servicer will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of scheduled principal payments due in the month of substitution). An amount equal to the sum of (A) if the substitution occurs during the first twelve months following the related Closing Date (x) the product of (i) the amount of such shortfall and (ii) the purchase price percentage used to calculate the Purchase Price, as stated in the related Commitment Letter and (y) accrued interest on the amount of such shortfall to day prior to the day on which such substitution occurs, and (B) thereafter, (i) the amount of such shortfall and (ii) accrued interest on the amount of such shortfall to day prior to the day on which such substitution occurs, shall be distributed by the Interim Servicer in the month of substitution pursuant to the Servicing Addendum. Accordingly, on the date of such substitution, the Seller or the Interim Servicer will deposit from its own funds into the Custodial Account an amount equal to such amount.

In addition to such cure, repurchase and substitution obligation, the Seller and the Interim Servicer shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller’s and the Interim Servicer’s representations and warranties, respectively, contained in this Section 7. It is understood and agreed that the obligations of the Seller and the Interim Servicer set forth in this Subsection 7.03 to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Subsection 7.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. The indemnification obligation of the Seller and the Interim Servicer set forth herein shall survive the termination of this Agreement notwithstanding any applicable statute of limitations, which the Seller or the Interim Servicer, as applicable, hereby expressly waives.

Any cause of action against the Seller or the Interim Servicer relating to or arising out of the breach of any representations and warranties made in Subsections 7.01 or 7.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Seller or the Interim Servicer to the Purchaser, (ii) failure by the Seller or the Interim Servicer to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller or the Interim Servicer by the Purchaser for compliance with the relevant provisions of this Agreement.

Subsection 7.04.

Prepayment-in-Full Premium Recapture.

In the event that any Mortgage Loans prepay-in-full within three (3) months of the related Closing Date, the Seller shall remit to the Purchaser within ten (10) days following receipt of notice from the Purchaser of a prepayment-in-full, the greater of (i) an amount equal to the product of (A) the excess of the related purchase price percentage over 100% and (B) the Stated Principal Balance of such prepaid Mortgage Loan as of the related Closing Date or (ii) the amount of any prepayment penalty fees paid with respect to such Mortgage Loan.

Subsection 7.05.

Early Payment Default.

In the event that any Mortgagor fails to make the first scheduled Monthly Payment due on a Mortgage Loan or due to Purchaser within the calendar month such payment is due, Seller shall repurchase such Mortgage Loan at the Repurchase Price within ten (10) days following receipt of notice from the Purchaser of such payment default.

Subsection 7.06.

Representation and Warranty Respecting the Initial Purchaser.

The Initial Purchaser represents, warrants and covenants to the Purchaser as of each Closing Date that the Initial Purchaser does not directly service any Mortgage Loan nor shall the Initial Purchaser directly service any Mortgage Loan.

SECTION 8. Closing. The closing for each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser’s option, the closing shall be either by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree.

The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the following conditions:

(a)

all of the representations and warranties of the Seller and the Interim Servicer under this Agreement shall be true and correct as of the related Closing Date and no event shall have occurred which, with reasonable notice to the Seller or the Interim Servicer as applicable, or the passage of time, would constitute a default under this Agreement;

(b)

the Initial Purchaser shall have received, or the Initial Purchaser’s attorneys shall have received in escrow, all Closing Documents as specified in Section 9, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the terms hereof;

(c)

the Seller or the Interim Servicer, as applicable, shall have delivered and released to the Custodian all documents required pursuant to this Agreement; and

(d)

all other terms and conditions of this Agreement shall have been complied with.

Subject to the foregoing conditions, the Initial Purchaser shall pay to the Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to Section 4, by wire transfer of immediately available funds to the account designated by the Seller.

SECTION 9. Closing Documents.

(a)

On or before the Initial Closing Date, the Seller or the Interim Servicer, as applicable, shall submit to the Initial Purchaser fully executed originals of the following documents:

(1)

this Agreement, in four counterparts;

(2)

a Custodial Account Letter Agreement in the form attached as Exhibit 6 hereto;

(3)

as Escrow Account Letter Agreement in the form attached as Exhibit 7 hereto;

(4)

a Seller’s Officer’s Certificate, in the form of Exhibit 1A hereto, including all attachments thereto;

(5)

an Interim Servicer’s Officer’s Certificate, in the form of Exhibit 1B hereto, including all attachments thereto;

(6)

an Opinion of Counsel to the Seller and Interim Servicer, in the form of Exhibit 2 hereto; and

(7)

the Seller’s and Interim Servicer’s Underwriting Guidelines for each of the Seller’s and the Interim Servicer’s, as applicable, origination programs.

(b)

The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents:

(1)

the related Commitment Letter;

(2)

(3)

a Custodian’s trust receipt and initial certification, as required under the Custodial Agreement, in a form acceptable to the Initial Purchaser;

(4)

a Seller’s Officer’s Certificate, in the form of Exhibit 1A hereto, including all attachments thereto;

(5)

an Interim Servicer’s Officer’s Certificate, in the form of Exhibit 1B hereto, including all attachments hereto;

(6)

if requested by the Initial Purchaser, an Opinion of Counsel to the Seller and Interim Servicer, in the form of Exhibit 2 hereto;

(7)

a Security Release Certification, in the form of Exhibit 3 hereto executed by any Person, as requested by the Initial Purchaser, if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person;

(8)

a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;

(9)

an Assignment and Conveyance in the form of Exhibit 4 hereto; and

(10)

any modifications, amendments or supplements to the Underwriting Guidelines following the Initial Closing Date.

SECTION 10. Costs. The Purchaser shall pay any commissions due its salesmen and the legal fees and expenses of its attorneys. All other costs and expenses incurred in connection with the transfer and delivery of the Mortgage Loans, including without limitation recording fees, fees for title policy endorsements and continuations, fees for recording Assignments of Mortgage and the Seller’s attorney’s fees, shall be paid by the Seller. The Seller shall also pay certain expenses of the Custodian, including but not limited to, the Custodian’s preparation of trust receipts and certifications.

SECTION 11. Interim Servicer’s Servicing Obligations. The Interim Servicer, as independent contract servicer, shall service and administer the Mortgage Loans the Seller sold to the Purchaser on the related Closing Date during the Interim Servicing Period in accordance with the terms and provisions set forth in the Servicing Addendum attached as Exhibit 8, which Servicing Addendum is incorporated herein by reference.

SECTION 12. Removal of Mortgage Loans from Inclusion under this Agreement Upon a Whole Loan Transfer or a Pass-Through Transfer on One or More Reconstitution Dates. The Seller, the Interim Servicer and the Initial Purchaser agree that with respect to some or all of the Mortgage Loans, the Initial Purchaser may effect either:

(1) one or more Whole Loan Transfers; and/or

(2) one or more Pass-Through Transfers.

With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, entered into by the Initial Purchaser, the Seller and the Interim Servicer agree:

(1)

to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) of the Mortgage Loan Documents and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers;

(2)

to execute all Reconstitution Agreements provided that each of the Seller, the Interim Servicer and the Purchaser is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; provided, however, that in the event that more than five (5) whole loan transfers or pass-through transfers are conducted with respect to one Mortgage Loan Package prior to the one year anniversary of the related Closing Date, the Initial Purchaser shall pay the Seller’s and the Interim Servicer’s attorney’s fees and expenses with respect to each transfer after the fifth such transfer;

(3)

with respect to any Whole Loan Transfer or Pass--Through Transfer, the Seller and the Interim Servicer, as applicable, shall make the representations and warranties regarding the Seller or the Interim Servicer, as applicable, and, if such Whole Loan Transfer or Pass-Through Transfer occurs within 12 months of the related Closing Date or such later period as specified in the related Commitment Letter, the Mortgage Loans as of the date of the Whole Loan Transfer or Pass-Through Transfer or otherwise, as of the one year anniversary of such Whole Loan Transfer or Pass-Through Transfer, modified to the extent necessary to accurately reflect the pool statistics of the Mortgage Loans as of the date of such Whole Loan Transfer or Pass-Through Transfer and any events or circumstances existing subsequent to the related Closing Date(s);

(4)

to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller and the Interim Servicer, as applicable, their financial condition and the Interim Servicer’s mortgage loan delinquency, foreclosure and loss experience and any additional information requested by the Purchaser, and to deliver to the Purchaser any similar nonpublic, unaudited financial information, in which case the Purchaser shall bear the cost of having such information audited by certified public accountants if the Purchaser desires such an audit, or as is otherwise reasonably requested by the Purchaser and which the Seller and the Interim Servicer, as applicable, is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained (i) in such information and (ii) on the Mortgage Loan Schedule;

(5)

to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser’s expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller and the Interim Servicer pursuant to clause 4 above as shall be reasonably requested by the Purchaser; and

(6)

to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house Opinions of Counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers or Pass-Through Transfers, as the case may be, such in-house Opinions of Counsel for a Pass-Through Transfer to be in the form reasonably acceptable to the Purchaser, it being understood that the cost of any opinions of outside special counsel that may be required for a Whole Loan Transfer or Pass-Through Transfer, as the case may be, shall be the responsibility of the Purchaser.

All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or Pass-Through Transfer shall be subject to this Agreement and shall continue to be serviced for the remainder of the Interim Servicing Period in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.

SECTION 13. The Seller and the Interim Servicer.

Subsection 13.01.

Additional Indemnification by the Seller and the Interim Servicer.

In addition to the indemnification provided in Subsection 7.03, the Seller and the Interim Servicer, jointly and severally, shall indemnify the Purchaser and hold the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller or Interim Servicer to perform its obligations under this Agreement including but not limited to the Interim Servicer’s obligation to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 12. The indemnification obligation of the Seller and the Interim Servicer set forth herein shall survive the termination of this Agreement notwithstanding any applicable statute of limitations, which the Seller and the Interim Servicer hereby expressly waive.

Subsection 13.02.

Merger or Consolidation of the Seller and the Interim Servicer.

The Seller and the Interim Servicer shall each keep in full force and effect their existence, rights and franchises as a corporation under the laws of the state of their incorporation except as permitted herein, and shall obtain and preserve their 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 or any of the Mortgage Loans, and to enable the Seller and the Interim Servicer, as applicable, to perform its duties under this Agreement.

Any Person into which the Seller or the Interim Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Interim Servicer shall be a party, or any Person succeeding to the business of the Seller, shall be the successor of the Seller or the Interim Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person shall be an institution whose deposits are insured by FDIC or a company whose business is the origination and servicing of mortgage loans, as applicable, shall be a FNMA or FHLMC approved seller/servicer and shall satisfy any requirements of Section 16 with respect to the qualifications of a successor to the Seller or the Interim Servicer.

Subsection 13.03.

Limitation on Liability of the Seller and Others.

Subsection 13.04.

Interim Servicer Not to Resign.

The Interim Servicer shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Interim Servicer and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Interim Servicer in which event the Interim Servicer may resign as servicer. Any such determination permitting the resignation of the Interim Servicer as servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser and which shall be provided at the cost of the Interim Servicer. No such resignation shall become effective until a successor shall have assumed the Interim Servicer’s responsibilities and obligations hereunder in the manner provided in Section 16.

Subsection 13.05.

No Transfer of Servicing.

With respect to the retention of the Interim Servicer to service the Mortgage Loans during the Interim Servicing Period, the Interim Servicer acknowledges that the Purchaser has acted in reliance upon the Interim Servicer’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Interim Servicer shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, except with respect to the Interim Servicer retaining Ocwen Federal Bank FSB as a subservicer, without the prior written approval of the Purchaser, which consent will not be unreasonably withheld.

SECTION 14. Default.

Subsection 14.01.

Events of Default.

In case one or more of the following Events of Default by the Seller shall occur and be continuing, that is to say:

(i) any failure by the Interim Servicer to remit to the Purchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Interim Servicer by the Purchaser; or

(ii) failure on the part of the Seller or the Interim Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Seller or the Interim Servicer set forth in this Agreement which continues unremedied for a period of thirty days (except that such number of days shall be fifteen in the case of a failure to pay any premium for any insurance policy required to be maintained under this Agreement) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller or the Interim Servicer by the Purchaser; or

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

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

(v) the Seller or the Interim 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

(vi) failure by the Seller or the Interim Servicer to be in compliance with the “doing business” or licensing laws of any jurisdiction where a Mortgaged Property is located; or

(vii) the Interim Servicer ceases to meet the qualifications of either a FNMA or FHLMC servicer; or

(viii) the Interim Servicer attempts to assign its right to servicing compensation hereunder or the Interim Servicer attempts, without the consent of the Purchaser, to sell or otherwise dispose of all or substantially all of its property or assets or to assign this Agreement or the servicing responsibilities hereunder or to delegate its duties hereunder or any portion thereof, except with respect to the Interim Servicer retaining Ocwen Federal Bank FSB as a subservicer; or

(ix) failure by the Interim Servicer to duly perform, within the required time period, its obligations under Sections 11.23 or 11.24 which failure continues unremedied for a period of fifteen (15) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller by any party to this Agreement or by any master servicer responsible for master servicing the Mortgage Loans pursuant to a securitization of such Mortgage Loans;

then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Purchaser, by notice in writing to the Seller or the Interim Servicer, as applicable, may, in addition to whatever rights the Purchaser may have at law or in equity to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Interim Servicer as servicer under this Agreement. On or after the receipt by the Interim Servicer of such written notice, all authority and power of the Interim Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 16.

If any of the Mortgage Loans are MERS Mortgage Loans, in connection with the termination or resignation (as described in Section 13.04) of the Interim Servicer hereunder, either (i) the successor Interim Servicer shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the Interim Servicer shall cooperate with the successor company either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Purchaser and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS System to the successor company or (y) in causing MERS to designate on the MERS System the successor company as the servicer of such Mortgage Loan.

Subsection 14.02.

Waiver of Defaults.

The Purchaser may waive any default by the Seller or the Interim Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived.

SECTION 15. Termination. The respective obligations and responsibilities of the Interim Servicer, as servicer, shall terminate at the expiration of the Interim Servicing Period unless terminated on an earlier date at the option of the Purchaser or pursuant to Section 14. Upon written request from the Purchaser in connection with any such termination, the Interim Servicer shall prepare, execute and deliver any and all documents and other instruments, place in the Purchaser’s possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise, at the Interim Servicer’s sole expense. The Interim Servicer agrees to cooperate with the Purchaser and such successor in effecting the termination of the Interim Servicer’s responsibilities and rights hereunder as servicer, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Interim Servicer to the related Custodial Account, REO Account or Escrow Account or thereafter received with respect to the Mortgage Loans. The indemnification obligation of the Interim Servicer set forth herein shall survive the termination of this Agreement notwithstanding any applicable statute of limitations, which the Interim Servicer hereby expressly waives.

Any successor appointed as provided herein shall execute, acknowledge and deliver to the Interim Servicer and to the Purchaser an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Interim Servicer, with like effect as if originally named as a party to this Agreement provided, however, that such successor shall not assume, and the Interim Servicer shall indemnify such successor for, any and all liabilities arising out of the Interim Servicer’s acts as servicer. Any termination of the Interim Servicer as servicer pursuant to Section 12, 14 or 15 shall not affect any claims that the Purchaser may have against the Interim Servicer arising prior to any such termination or resignation or remedies with respect to such claims.

The Interim Servicer shall timely deliver to the successor the funds in the related Custodial Account, REO Account and the related Escrow Account and the Mortgage Files and related documents and statements held by it hereunder and the Interim Servicer shall account for all funds. The Interim Servicer shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Interim Servicer as servicer. The successor shall make arrangements as it may deem appropriate to reimburse the Interim Servicer for amounts the Interim Servicer actually expended as servicer pursuant to this Agreement which the successor is entitled to retain hereunder and which would otherwise have been recovered by the Interim Servicer pursuant to this Agreement but for the appointment of the successor servicer.

SECTION 17. Financial Statements. The Seller and the Interim Servicer understand that in connection with the Purchaser’s marketing of the Mortgage Loans, the Purchaser shall make available to prospective purchasers the Seller’s and the Interim Servicer’s financial statements for the most recently completed three fiscal years respecting which such statements are available. The Seller and the Interim Servicer also shall make available any comparable interim statements to the extent any such statements have been prepared by the Seller or the Interim Servicer (and are available upon request to members or stockholders of the Seller and the Interim Servicer). The Seller and the Interim Servicer, if they have not already done so, agree to furnish promptly to the Purchaser copies of the statements specified above. The Interim Servicer also shall make available information on its servicing performance with respect to mortgage loans serviced for others, including delinquency ratios.

The Seller and the Interim Servicer also agree to allow access to knowledgeable financial, accounting, origination and servicing officers of the Seller and the Interim Servicer for the purpose of answering questions asked by any prospective purchaser regarding recent developments affecting the Seller and the Interim Servicer, their loan origination or servicing practices or the financial statements of the Seller or the Interim Servicer, as applicable.

SECTION 18. Mandatory Delivery; Grant of Security Interest. The sale and delivery of each Mortgage Loan on or before the related Closing Date is mandatory from and after the date of the execution of the related Commitment Letter, it being specifically understood and agreed that each Mortgage Loan is unique and identifiable on the date hereof and that an award of money damages would be insufficient to compensate the Initial Purchaser for the losses and damages incurred by the Initial Purchaser (including damages to prospective purchasers of the Mortgage Loans) in the event of the Seller’s failure to deliver each of the related Mortgage Loans or one or more Mortgage Loans otherwise acceptable to the Initial Purchaser on or before the related Closing Date. The Seller hereby grants to the Initial Purchaser a lien on and a continuing security interest in each Mortgage Loan and each document and instrument evidencing each such Mortgage Loan to secure the performance by the Seller of its obligation hereunder, and the Seller agrees that it holds such Mortgage Loans in custody for the Initial Purchaser subject to the Initial Purchaser’s (i) right to reject any Mortgage Loan under the terms of this Agreement and the related Commitment Letter, and (ii) obligation to pay the related Purchase Price for the Mortgage Loans. All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.

SECTION 19. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the address as follows:

(i)

if to the Purchaser:

DB Structured Products, Inc.

60 Wall Street

New York, New York 10005

Attn: Michael Commaroto

(ii)

if to the Seller:

NC Capital Corporation

18400 Von Karman

Suite 1000

Irvine, California 92612

Attn: Kevin Cloyd

(iii)

if to the Interim Servicer:

New Century Mortgage Corporation

18400 Von Karman

Suite 1000

Irvine, California 92612

Attention: Kevin Cloyd

or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

SECTION 20. Severability Clause. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Agreement without regard to such invalidity.

SECTION 21. Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

SECTION 22. Governing Law. The Agreement shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by Federal law.

SECTION 23. Intention of the Parties. It is the intention of the parties that the Initial Purchaser is purchasing, and the Seller is selling, the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for Federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Initial Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Loan Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax consequences of owning the Mortgage Loans and the Seller and the Interim Servicer shall cooperate with all reasonable requests made by the Initial Purchaser in the course of such review. In the event, for any reason, any transaction contemplated herein is construed by any court or regulatory authority as a borrowing rather than as a sale, the Seller, the Interim Servicer and the Purchaser intend that the Purchaser or its assignee, as the case may be, shall have a perfected first priority security interest in the Mortgage Loans, the servicing rights appurtenant to the Mortgage Loans, the Custodial Account and the proceeds of any and all of the foregoing (collectively, the “Collateral”), free and clear of adverse claims. In such case, the Seller shall be deemed to have hereby granted to the Purchaser or its assignee, as the case may be, a first priority security interest in and lien upon the Collateral, free and clear of adverse claims. In such event, the related Commitment Letter and this Agreement shall constitute a security agreement, the Custodian shall be deemed to be an independent custodian for purposes of perfection of the security interest granted to the Purchaser or its assignee, as the case may be, and the Purchaser or its assignee, as the case may be, shall have all of the rights of a secured party under applicable law.

SECTION 24. Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Interim Servicer and the Purchaser and the respective successors and assigns of the Seller, the Interim Servicer and the Purchaser. The Purchaser may assign this Agreement to any Person to whom any Mortgage Loan is transferred whether pursuant to a sale or financing and to any Person to whom the servicing or master servicing of any Mortgage Loan is sold or transferred. Upon any such assignment, the Person to whom such assignment is made shall succeed to all rights and obligations of the Purchaser under this Agreement to the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to the extent of the related Mortgage Loan or Loans, shall be deemed to be a separate and distinct Agreement between the Seller, the Interim Servicer and such Purchaser, and a separate and distinct Agreement between the Seller, the Interim Servicer and each other Purchaser to the extent of the other related Mortgage Loan or Loans. In the event that this Agreement is assigned to any Person to whom the servicing or master servicing of any Mortgage Loan is sold or transferred, the rights and benefits under this agreement which inure to the Purchaser shall inure to the benefit of both the Person to whom such Mortgage Loan is transferred and the Person to whom the servicing or master servicing of the Mortgage Loan has been transferred; provided that, the right to require a Mortgage Loan to be repurchased by the Seller or the Interim Servicer pursuant to Subsection 7.03 or 7.04 shall be retained solely by the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller or the Interim Servicer to a third party without the consent of the Purchaser, which consent shall not be unreasonably withheld.

SECTION 25. Commitment Letter. The terms and conditions set forth in the Commitment Letter with respect to each Closing Date shall be incorporated herein. In the event of any conflict between the terms of this Agreement and the related Commitment Letter, the Commitment Letter shall control.

SECTION 26. Waivers. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

SECTION 27. Exhibits. The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

SECTION 28. Nonsolicitation. The Seller and the Interim Servicer covenant and agree that neither shall take any action to solicit the refinancing of any Mortgage Loan following the date hereof or provide information to any other entity to solicit the refinancing of any Mortgage Loan; provided that, the foregoing shall not preclude the Seller or the Interim Servicer from engaging in solicitations to the general public by newspaper, radio, television or other media which are not directed toward the Mortgagors or from refinancing the Mortgage Loan of any Mortgagor who, without solicitation, contacts the Seller or the Interim Servicer to request the refinancing of the related Mortgage Loan.

SECTION 29. General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)

the terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;

(b)

accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

(c)

references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;

(d)

reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;

(e)

the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and

(f)

the term “include” or “including” shall mean without limitation by reason of enumeration.

SECTION 30. Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by any party at the closing, and (c) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

SECTION 31. Further Agreements. The Seller, the Interim Servicer and the Purchaser each agree to execute and deliver to the other such reasonable and appropriate additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.

SECTION 32. Guaranty. The Interim Servicer hereby absolutely, unconditionally and irrevocably guarantees to the Purchaser, the full and prompt performance by the Seller, of any and all obligations of the Seller under Section 7 and Subsection 13.1 of this Agreement. The Interim Servicer agrees that its obligations pursuant to this Section 31 shall be a continuing, absolute and unconditional guarantee of the full and punctual performance by the Seller of its obligations under Section 7 and Subsection 13.01 of this Agreement and is in no way conditioned upon any requirement that the Purchaser first attempt to collect any of its obligations from the Seller without regard to (a) the validity, regularity or enforceability of this Agreement; (b) the absence of any action to enforce the same; (c) any waiver or consent by Purchaser concerning any provisions hereof; (d) the rendering of any judgment against the Seller or any action to enforce the same; (e) any defense, set-off, counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Purchaser; or (f) any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. The Interim Servicer hereby guarantees that payments hereunder will be paid to the Purchaser without set-off or counterclaim in accordance with the wiring instructions of the Purchaser. The Interim Servicer waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller with respect to the obligations of the Seller under Section 7 and Subsection 13.01 of this Agreement. This Section 32 shall continue to be effective if the Seller merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist.

[Signature Page Follows]

IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

	NC CAPITAL CORPORATION
	(Seller)


	By:_________________________________

	Name:
	Title:


	NEW CENTURY MORTGAGE CORPORATION
	(Interim Servicer)


	By:_________________________________

	Name:
	Title:


	DB STRUCTURED PRODUCTS, INC. (Initial Purchaser)


	By:_________________________________

	Name:
	Title:


	By:_________________________________

	Name:
	Title:

EXHIBIT 1A

FORM OF SELLER’S OFFICER’S CERTIFICATE

I, ________________________, hereby certify that I am the duly elected ______________ of NC Capital Corporation, a California corporation (the “Seller”), and further certify, on behalf of the Seller as follows:

1. Attached hereto as Attachment I are a true and correct copy of the Certificate of Incorporation and by-laws of the Seller as are in full force and effect on the date hereof.

2. No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Seller are pending or contemplated.

3. Each person who, as an officer or attorney-in-fact of the Seller, signed (a) the Master Mortgage Loan Purchase and Interim Servicing Agreement (the “Purchase Agreement”), dated as of March 1, 2005 by and between the Seller and DB Structured Products, Inc. (the “Purchaser”); (b) the Commitment Letter, dated _______ __, 200_, between the Seller and the Purchaser (the “Commitment Letter”); and (c) any other document delivered prior hereto or on the date hereof in connection with the sale and servicing of the Mortgage Loans in accordance with the Purchase Agreement and the Commitment Letter was, at the respective times of such signing and delivery, and is as of the date hereof, duly elected or appointed, qualified and acting as such officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures.

4. Attached hereto as Attachment II is a true and correct copy of the resolutions duly adopted by the board of directors of the Seller on ____________, 200_ (the “Resolutions”) with respect to the authorization and approval of the sale and servicing of the Mortgage Loans; said Resolutions have not been amended, modified, annulled or revoked and are in full force and effect on the date hereof.

5. Attached hereto as Attachment III is a Certificate of Good Standing of the Seller dated ____________, 200_. No event has occurred since ____________, 200_ which has affected the good standing of the Seller under the laws of the State of ___________.

6. Seller is licensed to originate and sell the Mortgage Loans in all the states in which the Seller originates and sells Mortgage Loans. No such licenses have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. Upon request of the Purchaser, Seller shall provide a copy of any such state licenses requested.

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7. All of the representations and warranties of the Seller contained in Subsections 7.01 and 7.02 of the Purchase Agreement were true and correct in all material respects as of the date of the Purchase Agreement and are true and correct in all material respects as of the date hereof.

8. The Seller has performed all of its duties and has satisfied all the material conditions on its part to be performed or satisfied prior to the related Closing Date pursuant to the Purchase Agreement and the related Commitment Letter.

All capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Purchase Agreement.

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IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Seller.

Dated:_________________________

[Seal]

NC CAPITAL CORPORATION

(Seller)

By:___________________________________

Name:_________________________________

Title: Vice President

I, _______________________, Secretary of the Seller, hereby certify that _________________________ is the duly elected, qualified and acting Vice President of the Seller and that the signature appearing above is genuine.

IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:__________________________

[Seal]

NC CAPITAL CORPORATION

(Seller)

By:____________________________________

Name:__________________________________

Title: [Assistant] Secretary

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EXHIBIT 1B

INTERIM SERVICER'S OFFICER'S CERTIFICATE

I, ________________________, hereby certify that I am the duly elected ______________ of New Century Mortgage Corporation, a California corporation (the “Interim Servicer”), and further certify, on behalf of the Interim Servicer as follows:

1. Attached hereto as Attachment I are a true and correct copy of the Certificate of Incorporation and by-laws of the Interim Servicer as are in full force and effect on the date hereof.

2. No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Interim Servicer are pending or contemplated.

3. Each person who, as an officer or attorney-in-fact of the Interim Servicer, signed (a) the Master Mortgage Loan Purchase and Interim Servicing Agreement (the “Purchase Agreement”), dated as of March 1, 2005, by and among the Interim Servicer, NC Capital Corporation (the “Seller”) and DB Structured Products, Inc. (the “Purchaser”); (b) the Commitment Letter, dated _____________ 200_, among the Seller, the Interim Servicer and the Purchaser (the “Commitment Letter”); and (c) any other document delivered prior hereto or on the date hereof in connection with the sale and servicing of the Mortgage Loans in accordance with the Purchase Agreement and the Commitment Letter was, at the respective times of such signing and delivery, and is as of the date hereof, duly elected or appointed, qualified and acting as such officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures.

4. Attached hereto as Attachment II is a true and correct copy of the resolutions duly adopted by the board of directors of the Interim Servicer on ________________, 200_ (the “Resolutions”) with respect to the authorization and approval of the servicing of the Mortgage Loans; said Resolutions have not been amended, modified, annulled or revoked and are in full force and effect on the date hereof.

5. Attached hereto as Attachment III is a Certificate of Good Standing of the Interim Servicer dated ______________, 200_. No event has occurred since ___________________, 200_ which has affected the good standing of the Interim Servicer under the laws of the State of _________________.

6. Interim Servicer is licensed to originate and sell the Mortgage Loans in all the states in which the Interim Servicer originates and sells Mortgage Loans. No such licenses have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation. Upon request of the Purchaser, Interim Servicer shall provide a copy of any such state licenses requested.

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7. All of the representations and warranties of the Interim Servicer contained in Subsections 7.1 and 7.2 of the Purchase Agreement were true and correct in all material respects as of the date of the Purchase Agreement and are true and correct in all material respects as of the date hereof.

8. The Interim Servicer has performed all of its duties and has satisfied all the material conditions on its part to be performed or satisfied prior to the related Closing Date pursuant to the Purchase Agreement and the related Commitment Letter.

All capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Purchase Agreement.

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IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Interim Servicer.

Dated: ________________________

[Seal]

NEW CENTURY MORTGAGE CORPORATION

(Interim Servicer)

By:_____________________________________________

Name:___________________________________________

Title: Vice President

I, _______________________, Secretary of the Interim Servicer, hereby certify that _________________________ is the duly elected, qualified and acting Vice President of the Interim Servicer and that the signature appearing above is genuine.

IN WITNESS WHEREOF, I have hereunto signed my name.

Dated: __________________________

[Seal]

NEW CENTURY MORTGAGE CORPORATION

(Interim Servicer)

By:____________________________________________

Name:__________________________________________

Title: [Assistant] Secretary

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EXHIBIT 2

FORM OF OPINION OF COUNSEL TO THE SELLER AND THE INTERIM SERVICER

______________________________

(Date)

DB Structured Products, Inc.

60 Wall Street

New York, New York 10005

Re:

Master Mortgage Loan Purchase and Interim Servicing

Agreement, dated as of March 1, 2005

Gentlemen:

I am Senior Counsel to NC Capital Corporation, a California corporation (the “Seller”) and New Century Mortgage Corporation, a California corporation (the “Interim Servicer”), and I am delivering this opinion in my capacity as Senior Counsel to Seller and Interim Servicer in connection with the sale of certain mortgage loans by the Seller to DB Structured Products, Inc. (the “Purchaser”) pursuant to (i) a Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2005, among the Seller, the Interim Servicer and the Purchaser (the “Purchase Agreement”), and the Commitment Letter, dated January 21, 2005, among the Seller, the Interim Servicer and the Purchaser (the “Commitment Letter”). Capitalized terms not otherwise defined herein have the meanings set forth in the Purchase Agreement.

In connection with rendering this opinion letter, I, or attorneys working under my direction, have examined, among other things, originals, certified copies or copies otherwise identified to my satisfaction as being true copies of the following:

The Purchase Agreement;

The Commitment Letter;

The Seller’s Certificate of Incorporation and By-Laws, as amended to date;

The Interim Servicer’s Certificate of Incorporation and By-Laws, as amended to date;

Resolutions adopted by the board of directors of the Seller relating to the transactions covered by this opinion (the “Seller’s Board Resolutions”); and

Resolutions adopted by the board of directors of the Interim Servicer relating to the transactions covered by this opinion (the “Interim Servicer’s Board Resolutions”).

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For the purpose of rendering this opinion, I have made such documentary, factual and legal examinations as I deemed necessary under the circumstances. As to factual matters, I have relied upon statements, certificates and other assurances of public officials and of officers and other representatives of the Seller, and upon such other certificates as I deemed appropriate, which factual matters have not been independently established or verified by me. I have also assumed, among other things, the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, and the conformity to original documents of all documents submitted to me as copies and the authenticity of the originals of such copied documents.

On the basis of and subject to the foregoing examination, and in reliance thereon, and subject to the assumptions, qualifications, exceptions and limitations expressed herein, I am of the opinion that:

1. The Seller and the Interim Servicer have been duly incorporated and are validly existing and in good standing under the laws of the State of California with corporate power and authority to own their properties and conduct their business as presently conducted by them. The Seller and the Interim Servicer have the corporate power and authority to service the Mortgage Loans, and to execute, deliver, and perform their obligations under the Purchase Agreement and the Commitment Letter (sometimes collectively, the “Agreements”).

2. The Purchase Agreement and the Commitment Letter have been duly and validly authorized, executed and delivered by the Seller and the Interim Servicer.

3. The Purchase Agreement and the Commitment Letter constitute valid, legal and binding obligations of the Seller and the Interim Servicer, enforceable against the Seller and the Interim Servicer in accordance with their respective terms.

4. No consent, approval, authorization or order of any state or federal court or government agency or body is required for the execution, delivery and performance by the Seller of the Purchase Agreement and the Commitment Letter, or the consummation of the transactions contemplated by the Purchase Agreement and the Commitment Letter, except for those consents, approvals, authorizations or orders which previously have been obtained.

5. Neither the servicing of the Mortgage Loans by the Interim Servicer as provided in the Purchase Agreement and the Commitment Letter, nor the fulfillment by the Seller or the Interim Servicer of the terms of or the consummation of any other transactions contemplated in the Purchase Agreement and the Commitment Letter will result in a breach of any term or provision of the certificate of incorporation or by-laws of the Seller or the Interim Servicer, or, to my knowledge, will conflict with, result in a breach or violation of, or constitute a default under, (i) the terms of any indenture or other agreement or instrument known to me to which the Seller or the Interim Servicer are parties or by which they are bound, (ii) any State of California or federal statute or regulation applicable to the Selleror the Interim Servicer, or (iii) any order of any State of California or federal court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller or the Interim Servicer, except in any such case where the default, breach or violation would not have a material adverse effect on the Seller or the Interim Servicer or its ability to perform its obligations under the Purchase Agreement.

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6. There is no action, suit, proceeding or investigation pending or, to my knowledge, threatened against the Seller or the Interim Servicer which, in my judgment, either in any one instance or in the aggregate, would draw into question the validity of the Purchase Agreement or which would be likely to impair materially the ability of the Seller or the Interim Servicer to perform under the terms of the Purchase Agreement.

7. The sale of each Mortgage Note and Mortgage as and in the manner contemplated by the Purchase Agreement is sufficient fully to transfer to the Purchaser all right, title and interest of the Seller thereto as noteholder and mortgagee.

The opinions above are subject to the following additional assumptions, exceptions, qualifications and limitations:

A. I have assumed that all parties to the Agreements other than the Seller and the Interim Servicer have all requisite power and authority to execute, deliver and perform their respective obligations under each of the Agreements, and that the Agreements have been duly authorized by all necessary corporate action on the part of such parties, have been executed and delivered by such parties and constitute the legal, valid and binding obligations of such parties.

B. My opinion expressed in paragraphs 3 and 7 above is subject to the qualifications that (i) the enforceability of the Agreements may be limited by the effect of laws relating to (1) bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances or preferential transfers, and (2) general principles of equity upon the specific enforceability of any of the remedies, covenants or other provisions of the Agreements and upon the availability of injunctive relief or other equitable remedies and the application of principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as such principles relate to, limit or affect the enforcement of creditors’ rights generally and the discretion of the court before which any proceeding for such enforcement may be brought; and (ii) I express no opinion herein with respect to the validity, legality, binding effect or enforceability of (a) provisions for indemnification in the Agreements to the extent such provisions may be held to be unenforceable as contrary to public policy or (b) Section 18 of the Purchase Agreement.

C. I have assumed, without independent check or certification, that there are no agreements or understandings among the Seller, the Interim Servicer, the Purchaser and any other party which would expand, modify or otherwise affect the terms of the documents described herein or the respective rights or obligations of the parties thereunder.

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I am admitted to practice in the State of California and I render no opinion herein as to matters involving the laws of any jurisdiction other than the State of California and the Federal laws of the United States of America.

Very truly yours,

___________________________

Jeremy Hayden, Esq.

As Senior Counsel for NC Capital Corporation and

New Century Mortgage Corporation

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EXHIBIT 3

FORM OF SECURITY RELEASE CERTIFICATION

I. Release of Security Interest

___________________________, hereby relinquishes any and all right, title and interest it may have in and to the Mortgage Loans described in Exhibit A attached hereto upon purchase thereof by DB Structured Products, Inc. from the Seller named below pursuant to that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2005, as of the date and time of receipt by ______________________________ of $__________ for such Mortgage Loans (the “Date and Time of Sale”), and certifies that all notes, mortgages, assignments and other documents in its possession relating to such Mortgage Loans have been delivered and released to the Seller named below or its designees as of the Date and Time of Sale.

Name and Address of Financial Institution

____________________________

(Name)

____________________________

(Address)

By:______________________________

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II.

Certification of Release

The Seller named below hereby certifies to DB Structured Products, Inc. that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to DB Structured Products, Inc., the security interests in the Mortgage Loans released by the above named corporation comprise all security interests relating to or affecting any and all such Mortgage Loans. The Seller warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans.

NC CAPITAL CORPORATION

Seller

By:____________________________________________

Name:__________________________________________

Title:___________________________________________

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EXHIBIT 4

ASSIGNMENT AND CONVEYANCE

On this _______ day of ________, 200_, NC Capital Corporation (the “Seller”), as Seller under that certain Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2005 (the “Agreement”), does hereby sell, transfer, assign, set over and convey to DB Structured Products, Inc. as Purchaser under the Agreement, without recourse, but subject to the terms of the Agreement, all rights, title and interest of the Seller in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Schedule One, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Subsection 6.03 of the Agreement, the Seller or New Century Mortgage Corporation (the “Interim Servicer”) has delivered or shall deliver to the Custodian the Mortgage Loan Documents for each Mortgage Loan to be purchased and such other documents as set forth in the Agreement. The contents of each related Servicing File required to be retained by the Interim Servicer to service the Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Interim Servicer for the benefit of the Purchaser as the owner thereof. The Interim Servicer’s possession of any portion of each such Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by the Interim Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Interim Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Interim Servicer at the will of the Purchaser in such custodial capacity only.

The Seller and the Interim Servicer, as applicable, confirm to the Purchaser that the representations and warranties set forth in Subsections 7.01 and 7.02 of the Agreement and in the Commitment Letter, dated ________ __, 200_, are true and correct as of the date hereof, and that all statements made in the Seller’s Officer’s Certificate and the Interim Servicer’s Officer’s Certificate and all attachments thereto remain complete, true and correct in all respects as of the date hereof.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

NC CAPITAL CORPORATION

(Seller)

By:___________________________________

Name:_________________________________

Title:__________________________________

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NEW CENTURY MORTGAGE CORPORATION

(Interim Servicer)

By:__________________________________

Name:________________________________

Title:_________________________________

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EXHIBIT 5

CONTENTS OF EACH MORTGAGE FILE

With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by the Purchaser and which shall be retained by the Seller or delivered to the Custodian:

Mortgage Loan Documents.

Residential loan application.

Mortgage Loan closing statement.

Verification of employment and income, if required pursuant to the related Mortgage Loan’s origination program.

Verification of acceptable evidence of source and amount of downpayment, if required pursuant to the related Mortgage Loan’s origination program.

Credit report on Mortgagor.

Residential appraisal report.

Photograph of the Mortgaged Property.

Survey of the Mortgaged Property.

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, sewer agreements, home association declarations, etc.

11.

All required disclosure statements and statement of Mortgagor confirming receipt thereof.

12.

If available, termite report, structural engineer’s report, water potability and septic certification.

13.

Sales Contract, if applicable.

14.

Hazard insurance policy.

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15.

Tax receipts, insurance premium receipts, ledger sheets, payment history from date of origination, insurance claim files, correspondence, current and historical computerized data files, and all other processing, underwriting and closing papers and records which are customarily contained in a mortgage loan file and which are required to document the Mortgage Loan or to service the Mortgage Loan.

16. Amortization schedule, if available.

17.

Payment history for Mortgage Loans that have been closed for more than 90 days.

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EXHIBIT 6

FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT

________________________ __, 200__

To:	_____________________
	_____________________
	_____________________
	(the “Depository”)

As Interim Servicer under the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2005, we hereby authorize and request you to establish an account, as a Custodial Account, to be designated as “New Century Mortgage Corporation in trust for DB Structured Products, Inc..” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Interim Servicer. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us.

NEW CENTURY MORTGAGE CORPORATION

(Interim Servicer)

By:__________________________________

Name:________________________________

Title:_________________________________

Date:_________________________________

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The undersigned, as Depository, hereby certifies that the above-described account has been established under Account Number ___________ at the office of the Depository indicated above, and agrees to honor withdrawals on such account as provided above. The full amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”).

_____________________________________

Depository

By:___________________________________

Name:_________________________________

Title:__________________________________

Date:___________________________________

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EXHIBIT 7

FORM OF ESCROW ACCOUNT LETTER AGREEMENT

___________ __, 200__

To:	_____________________
	_____________________
	_____________________
	(the “Depository”)

As Interim Servicer under the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2005, we hereby authorize and request you to establish an account, as an Escrow Account, to be designated as “New Century Mortgage Corportion in trust for DB Structured Products, Inc. and various Mortgagors, Fixed and Adjustable Rate Mortgage Loans.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the Interim Servicer. You may refuse any deposit which would result in violation of the requirement that the account be fully insured as described below. This letter is submitted to you in duplicate. Please execute and return one original to us.

NEW CENTURY MORTGAGE CORPORATION

(Interim Servicer)

By:__________________________________

Name:________________________________

Title:_________________________________

Date:_________________________________

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_____________________________________

Depository

By:___________________________________

Name:_________________________________

Title:__________________________________

Date:___________________________________

Interim Servicer to Act as Servicer.

The Interim Servicer, as independent contract servicer, shall service and administer the Mortgage Loans that the Seller sells to the Purchaser hereunder in accordance with all applicable laws, rules and regulations, the terms of the Mortgage Note and Mortgage and this Agreement during the Interim Servicing Period and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Interim Servicer may deem necessary or desirable and consistent with the terms of this Agreement.

Consistent with the terms of this Agreement, the Interim Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Interim Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Purchaser; provided, however, that the Interim Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment thereof or of any principal or interest payments, reduce the outstanding principal amount (except for actual payments of principal), make additional advances of additional principal or extend the final maturity date on such Mortgage Loan. Without limiting the generality of the foregoing, the Interim Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself, and the Purchaser, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Property. If reasonably required by the Interim Servicer, the Purchaser shall furnish the Interim Servicer with any powers of attorney and other documents necessary or appropriate to enable the Interim Servicer to carry out its servicing and administrative duties under this Agreement.

Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in part of a Mortgage Loan, the Interim Servicer may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the Interim Servicer determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Charge, or (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law. If the Interim Servicer waives or does not collect all or a portion of a Prepayment Charge relating to a Principal Prepayment in full due to any action or omission of the Interim Servicer, other than as provided above, the Interim Servicer shall deposit the amount of such Prepayment Charge (or such portion thereof as had been waived for deposit) into the Custodial Account for distribution in accordance with the terms of this Agreement.

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In servicing and administering the Mortgage Loans, the Interim Servicer shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Purchaser’s reliance on the Interim Servicer.

Subsection 11.02

Collection of Mortgage Loan Payments.

Continuously from the related Closing Date until the expiration of the Interim Servicing Period, the Interim Servicer shall proceed diligently to collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any related Primary Insurance Policy or LPMI Policy, follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the Interim Servicer shall take special care in ascertaining and estimating annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to the end that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

Subsection 11.03

Realization Upon Defaulted Mortgage Loans.

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(b) Notwithstanding the foregoing provisions of this Subsection 11.03, with respect to any Mortgage Loan as to which the Interim 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 Interim Servicer shall not 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 Purchaser 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 Interim Servicer has also previously determined, based on its reasonable judgment and a prudent report prepared by a 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 Purchaser 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 Purchaser to take such actions with respect to the affected Mortgaged Property.

The cost of the environmental audit report contemplated by this Subsection 11.03 shall be advanced by the Interim Servicer, subject to the Interim Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Subsection 11.05(v).

If the Interim Servicer determines, as described above, that it is in the best economic interest of the Purchaser 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 Interim Servicer shall take such action as it deems to be in the best economic interest of the Purchaser. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Interim Servicer, subject to the Interim Servicer’s right to be reimbursed therefor from the Custodial Account as provided in Subsection 11.05(v).

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(c) Proceeds received in connection with any Final Recovery Determination, as well as any recovery resulting from a partial collection of Insurance Proceeds or Liquidation Proceeds in respect of any Mortgage Loan, will be applied in the following order of priority: first, to reimburse the Interim Servicer for any related unreimbursed Servicing Advances, pursuant to Subsections 11.05(ii) and (v); second, to accrued and unpaid interest on the Mortgage Loan, to the date of the Final Recovery Determination, or to the Due Date prior to the Distribution Date on which such amounts are to be distributed if not in connection with a Final Recovery Determination; and third, as a recovery of principal of the Mortgage Loan. If the amount of the recovery so allocated to interest is less than the full amount of accrued and unpaid interest due on such Mortgage Loan, the amount of such recovery will be allocated by the Interim Servicer as follows: first, to unpaid Servicing Fees; and second, to the balance of the interest then due and owing. The portion of the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the Interim Servicer pursuant to Subsection 11.05(iii).

Subsection 11.04

Establishment of Custodial Accounts; Deposits in Custodial Accounts.

The Interim Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts, in the form of time deposit or demand accounts. The creation of any Custodial Account shall be evidenced by a Custodial Account Letter Agreement in the form of Exhibit 6.

The Interim Servicer shall deposit in the related Custodial Account on a daily basis, and retain therein the following payments and collections received by it subsequent to the Cut-off Date, or received by it prior to the Cut-off Date but allocable to a period subsequent thereto, other than in respect of principal and interest on the Mortgage Loans due on or before the Cut-off Date:

(i) all payments on account of principal on the Mortgage Loans;

(ii) all payments on account of interest on the Mortgage Loans, including all Prepayment Charges;

(iii)

all Liquidation Proceeds;

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(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Subsections 11.10 and 11.11, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Interim Servicer’s normal servicing procedures, the loan documents or applicable law;

(v) all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Interim Servicer’s normal servicing procedures, the loan documents or applicable law;

(vi) all proceeds of any Mortgage Loan repurchased in accordance with Subsections 7.03 and 7.04 and all amounts required to be deposited by the Interim Servicer in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Subsection 7.03;

(vii) any amounts required to be deposited by the Interim Servicer pursuant to Subsection 11.11 in connection with the deductible clause in any blanket hazard insurance policy. Such deposit shall be made from the Interim Servicer’s own funds, without reimbursement therefor;

(viii) any amounts required to be deposited by the Interim Servicer in connection with any REO Property pursuant to Subsection 11.13; and

(ix) any amounts required to be deposited in the Custodial Account pursuant to Subsections 11.19 or 11.20.

The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges and assumption fees, to the extent permitted by Subsection 11.21, need not be deposited by the Interim Servicer in the Custodial Account. Such Custodial Account shall be an Eligible Account. Any interest or earnings on funds deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Interim Servicer and the Interim Servicer shall be entitled to retain and withdraw such interest from the related Custodial Account pursuant to Subsection 11.05(iii). The Interim Servicer shall give notice to the Purchaser of the location of the Custodial Account when established and prior to any change thereof.

If the balance on deposit in the Custodial Account exceeds $75,000 as of the commencement of business on any Business Day and the Custodial Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of Eligible Account, the Interim Servicer shall, on or before twelve o’clock noon Eastern time on such Business Day, withdraw from the related Custodial Account any and all amounts payable to the Purchaser and remit such amounts to the Purchaser by wire transfer of immediately available funds.

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Subsection 11.05

Permitted Withdrawals From the Custodial Account.

The Interim Servicer may, from time to time, withdraw from the related Custodial Account for the following purposes:

(i) to make distributions to the Purchaser in the amounts and in the manner provided for in Subsection 11.14;

(ii) to reimburse itself for unreimbursed Servicing Advances, the Interim Servicer’s right to reimburse itself pursuant to this subclause (ii) with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Interim Servicer from the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of such reimbursement, the Interim Servicer’s right thereto shall be prior to the rights of the Purchaser, except that, where the Seller is required to repurchase a Mortgage Loan, pursuant to Subsection 7.03, the Interim Servicer’s right to such reimbursement shall be subsequent to the payment to the Purchaser of the Repurchase Price pursuant to Subsection 7.03 and all other amounts required to be paid to the Purchaser with respect to such Mortgage Loans;

(iii) to pay to itself pursuant to Subsection 11.21 as servicing compensation (a) any interest earned on funds in the Custodial Account (all such interest to be withdrawn monthly not later than each Distribution Date), and (b) the Servicing Fee from that portion of any payment or recovery as to interest on a particular Mortgage Loan;

(iv) to pay to itself with respect to each Mortgage Loan that has been repurchased pursuant to Subsection 7.03 all amounts received thereon and not distributed as of the date on which the related Repurchase Price is determined;

(v) to pay, or to reimburse the Interim Servicer for advances in respect of, expenses incurred in connection with any Mortgage Loan pursuant to Subsection 11.03(b), but only to the extent of amounts received in respect of the Mortgage Loans to which such expense is attributable;

(vi) to clear and terminate the Custodial Account on the termination of this Agreement.

The Interim Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Custodial Account pursuant to such subclauses (ii) - (v) above.

Subsection 11.06

Establishment of Escrow Accounts; Deposits in Escrow Accounts.

The Interim Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand accounts. The creation of any Escrow Account shall be evidenced by an Escrow Account Letter Agreement in the form of Exhibit 7.

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The Interim Servicer shall deposit in the Escrow Account or Accounts on a daily basis, and retain therein, (i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement, and (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property. The Interim Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as shall be as set forth or in accordance with Subsection 11.08. The Interim Servicer shall be entitled to retain any interest paid on funds deposited in the related Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by law, the Interim Servicer shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes.

Subsection 11.07

Permitted Withdrawals From Escrow Account.

Withdrawals from the related Escrow Account may be made by the Interim Servicer (i) to effect timely payments of ground rents, taxes, assessments, water rates, hazard insurance premiums, Primary Insurance Policy premiums, if applicable, and comparable items, (ii) to reimburse the Interim Servicer for any Servicing Advance made by the Interim Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or collections of Escrow Payments thereunder, (iii) to refund to the Mortgagor any funds as may be determined to be overages, (iv) for transfer to the related Custodial Account in accordance with the terms of this Agreement, (v) for application to restoration or repair of the Mortgaged Property, (vi) to pay to the Interim Servicer, or to the Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account, or (vii) to clear and terminate the Escrow Account on the termination of this Agreement.

Subsection 11.08

Payment of Taxes, Insurance and Other Charges; Maintenance of Primary Insurance Policies and LPMI Policies; Collections Thereunder.

With respect to each Mortgage Loan, the Interim Servicer shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of Primary Insurance Policy and LPMI Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges, including insurance renewal premiums and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the related Escrow Account which shall have been estimated and accumulated by the Interim Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage and applicable law. To the extent that the Mortgage does not provide for Escrow Payments, the Interim Servicer shall determine that any such payments are made by the Mortgagor at the time they first become due. The Interim Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely 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 advances from its own funds to effect such payments.

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In connection with its activities as servicer, the Interim Servicer agrees to prepare and present, on behalf of itself, and the Purchaser, claims to the insurer under any Primary Insurance Policy or LPMI Policy in a timely fashion in accordance with the terms of such policies and, in this regard, to take such action as shall be necessary to permit recovery under any Primary Insurance Policy or LPMI Policy respecting a defaulted Mortgage Loan. Pursuant to Subsection 11.04, any amounts collected by the Interim Servicer under any Primary Insurance Policy or LPMI Policy shall be deposited in the related Custodial Account, subject to withdrawal pursuant to Subsection 11.05.

Subsection 11.09

Transfer of Accounts.

The Interim Servicer may transfer the related Custodial Account or the related Escrow Account to a different depository institution from time to time. Such transfer shall be made only upon obtaining the consent of the Purchaser, which consent shall not be unreasonably withheld. In any case, the Custodial Account and Escrow Account shall be Eligible Accounts.

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Subsection 11.10

Maintenance of Hazard Insurance.

The Interim Servicer shall cause to be maintained for each Mortgage Loan 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 lesser of (i) 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 or (ii) the outstanding principal balance of the Mortgage Loan, in each case in an amount not less than such amount as is necessary to prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Flood Emergency Management Agency as having special flood hazards and such flood insurance has been made available, the Interim Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the lesser of (i) the outstanding principal balance of the Mortgage Loan or (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended. The Interim Servicer also shall maintain on any REO Property, fire and hazard insurance with extended coverage 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 plus accrued interest at the Mortgage Interest Rate and related Servicing Advances, liability insurance and, to the extent required and available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount as provided above. Pursuant to Subsection 11.04, any amounts collected by the Interim Servicer under any such policies other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in accordance with the Interim Servicer’s normal servicing procedures, shall be deposited in the related Custodial Account, subject to withdrawal pursuant to Subsection 11.05. Any cost incurred by the Interim Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to the Purchaser, 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 need be required by the Interim Servicer of the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Interim Servicer, or upon request to the Purchaser, and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount of, or material change in, coverage to the Interim Servicer. The Interim Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting either his insurance carrier or agent, provided, however, that the Interim Servicer shall not accept any such insurance policies from insurance companies unless such companies currently reflect a General Policy Rating of A:VI or better in Best’s Key Rating Guide and are licensed to do business in the state wherein the property subject to the policy is located.

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Subsection 11.11

Maintenance of Mortgage Impairment Insurance Policy.

In the event that the Interim Servicer shall obtain and maintain a mortgage impairment or blanket policy issued by an issuer that has a Best rating of A:VI insuring against hazard losses on all Mortgaged Properties securing the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount required pursuant to Subsection 11.10 and otherwise complies with all other requirements of Subsection 11.10, the Interim Servicer shall conclusively be deemed to have satisfied its obligations as set forth in Subsection 11.10, it being understood and agreed that such policy may contain a deductible clause, in which case the Interim Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with Subsection 11.10, and there shall have been one or more losses which would have been covered by such policy, deposit in the related Custodial Account the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Interim Servicer agrees to prepare and present, on behalf of the Purchaser, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of the Purchaser, the Interim Servicer shall cause to be delivered to the Purchaser a certified true copy of such policy and a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without thirty days prior written notice to the Purchaser.

Subsection 11.12

Fidelity Bond, Errors and Omissions Insurance.

The Interim Servicer shall maintain, at its own expense, a blanket fidelity bond and an errors and omissions insurance policy, with broad coverage with responsible companies that would meet the requirements of FNMA or FHLMC on all officers, employees or other persons acting in any capacity with regard to the Mortgage Loans to handle funds, money, documents and papers relating to the Mortgage Loans. The fidelity bond and errors and omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the Interim Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons. Such fidelity bond shall also protect and insure the Interim Servicer against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Subsection 11.12 requiring the fidelity bond and errors and omissions insurance shall diminish or relieve the Interim Servicer from its duties and obligations as set forth in this Agreement. The minimum coverage under any such bond and insurance policy shall be at least equal to the corresponding amounts required by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Seller’s and Servicers’ Guide. Upon request of the Purchaser, the Interim Servicer shall deliver to the Purchaser a certified true copy of the fidelity bond and insurance policy and a statement from the surety and the insurer that such fidelity bond or insurance policy shall in no event be terminated or materially modified without thirty days’ prior written notice to the Purchaser.

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Subsection 11.13

Title, Management and Disposition of REO Property.

In the event that title to the Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the person designated by the Purchaser, or in the event such person is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the “doing business” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an opinion of counsel obtained by the Interim Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Purchaser shall acknowledge in writing that such title is being held as nominee for the benefit of the Purchaser.

The Interim Servicer shall either itself or through an agent selected by the Interim Servicer, manage, conserve, protect and operate each REO Property (and may temporarily rent the same) 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. If a REMIC election is or is to be made with respect to the arrangement under which the Mortgage Loans and any REO Property are held, the Interim Servicer shall manage, conserve, protect and operate each REO Property in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by such REMIC of any “income from non permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” within the meaning of Section 860G(c)(2) of the Code. The Interim Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Interim Servicer shall make or cause to be made a written report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Interim Servicer to the Purchaser. The Interim Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within one year after title has been taken to such REO Property, unless the Interim Servicer determines, and gives appropriate notice to the Purchaser, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is necessary to sell any REO property, (i) the Interim Servicer shall report monthly to the Purchaser as to the progress being made in selling such REO Property and (ii) if, with the written consent of the Purchaser, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Interim Servicer as mortgagee, and a separate servicing agreement between the Interim Servicer and the Purchaser shall be entered into with respect to such purchase money mortgage. Notwithstanding the foregoing, if a REMIC election is made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, such REO Property shall be disposed of within three years or such other period as may be permitted under Section 860G(a)(8) of the Code.

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With respect to each REO Property, the Interim Servicer shall segregate and hold all funds collected and received in connection with the operation of the REO Property separate and apart from its own funds or general assets and shall establish and maintain a separate REO Account for each REO Property in the form of a non interest bearing demand account, unless an Opinion of Counsel is obtained by the Interim Servicer to the effect that the classification as a grantor trust or REMIC for federal income tax purposes of the arrangement under which the Mortgage Loans and the REO Property is held will not be adversely affected by holding such funds in another manner. Each REO Account shall be established with the Interim Servicer or, with the prior consent of the Purchaser, with a commercial bank, a mutual savings bank or a savings association. The creation of any REO Account shall be evidenced by a letter agreement substantially in the form of the Custodial Account Letter Agreement attached as Exhibit 6 hereto. An original of such letter agreement shall be furnished to any Purchaser upon request.

The Interim Servicer shall deposit or cause to be deposited, on a daily basis in each REO Account all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Subsection 11.10 hereof and the fees of any managing agent acting on behalf of the Interim Servicer. The Interim Servicer shall not be entitled to retain interest paid or other earnings, if any, on funds deposited in such REO Account. On or before each Determination Date, the Interim Servicer shall withdraw from each REO Account and deposit into the Custodial Account the net income from the REO Property on deposit in the REO Account.

The Interim Servicer shall furnish to the Purchaser on each Distribution Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Purchaser shall reasonably request.

Each REO Disposition shall be carried out by the Interim Servicer at such price and upon such terms and conditions as the Interim Servicer deems to be in the best interest of the Purchaser only with the prior written consent of the Purchaser. If as of the date title to any REO Property was acquired by the Interim Servicer there were outstanding unreimbursed Servicing Advances with respect to the REO Property, the Interim Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Interim Servicer as provided above, shall be deposited in the REO Account and shall be transferred to the Custodial Account on the Determination Date in the month following receipt thereof for distribution on the succeeding Distribution Date in accordance with Subsection 11.14.

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Subsection 11.14

Distributions.

On each Distribution Date, the Interim Servicer shall distribute to the Purchaser all amounts credited to the related Custodial Account as of the close of business on the preceding Determination Date, net of charges against or withdrawals from the related Custodial Account pursuant to Subsection 11.05.

All distributions made to the Purchaser on each Distribution Date will be made to the Purchaser of record on the preceding Record Date, and shall be based on the Mortgage Loans owned and held by the Purchaser, and shall be made by wire transfer of immediately available funds to the account of the Purchaser at a bank or other entity having appropriate facilities therefor, if the Purchaser shall have so notified the Interim Servicer or by check mailed to the address of the Purchaser.

With respect to any remittance received by the Purchaser on or after the first Business Day following the Business Day on which such payment was due, the Interim Servicer shall pay to the Purchaser interest on any such late payment at an annual rate equal to the rate of interest as is publicly announced from time to time at its principal office by JPMorgan Chase Bank, New York, New York, as its prime lending rate, adjusted as of the date of each change, plus three percentage points, but in no event greater than the maximum amount permitted by applicable law. Such interest shall be paid by the Interim Servicer to the Purchaser on the date such late payment is made and shall cover the period commencing with the day following such first Business Day and ending with the Business Day on which such payment is made, both inclusive. Such interest shall be remitted along with such late payment. The payment by the Interim Servicer of any such interest shall not be deemed an extension of time for payment or a waiver by the Purchaser of any Event of Default by the Interim Servicer.

Subsection 11.15

Remittance Reports.

No later than the fifth Business Day of each month, the Interim Servicer shall furnish to the Purchaser or its designee an electronic and a hard copy of the monthly data in the form of report attached hereto as Exhibit 11. No later than three Business Days following each Determination Date, the Interim Servicer shall deliver to the Purchaser or its designee by telecopy (or by such other means as the Interim Servicer and the Purchaser may agree from time to time) an electronic and a hard copy of the determination data with respect to the related Distribution Date, together with such other information with respect to the Mortgage Loans as the Purchaser may reasonably require to allocate distributions made pursuant to this Agreement and provide appropriate statements with respect to such distributions. On the same date, the Interim Servicer shall forward to the Purchaser by overnight mail a computer readable disk containing the information set forth in the remittance report with respect to the related Distribution Date.

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Subsection 11.16

Statements to the Purchaser.

Not later than fifteen days after each Distribution Date, the Interim Servicer shall forward to the Purchaser or its designee a statement prepared by the Interim Servicer setting forth the status of the Custodial Account as of the close of business on such Distribution Date and showing, for the period covered by such statement, the aggregate amount of deposits into and withdrawals from the Custodial Account of each category of deposit specified in Subsection 11.04 and each category of withdrawal specified in Subsection 11.05.

In addition, not more than sixty days after the end of each calendar year, the Interim Servicer shall furnish to each Person who was the Purchaser at any time during such calendar year, (i) as to the aggregate of remittances for the applicable portion of such year, an annual statement in accordance with the requirements of applicable federal income tax law, and (ii) listing of the principal balances of the Mortgage Loans outstanding at the end of such calendar year.

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

Subsection 11.17

Real Estate Owned Reports.

Together with the statement furnished pursuant to Subsection 11.13, with respect to any REO Property, the Interim Servicer shall furnish to the Purchaser a statement covering the Interim Servicer’s efforts in connection with the sale of such REO Property and any rental of such REO Property incidental to the sale thereof for the previous month, together with the operating statement. Such statement shall be accompanied by such other information as the Purchaser shall reasonably request.

Subsection 11.18

Liquidation Reports.

Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof pursuant to a deed in lieu of foreclosure, the Interim Servicer shall submit to the Purchaser a liquidation report with respect to such Mortgaged Property.

Subsection 11.19

Assumption Agreements.

The Interim Servicer shall, to the extent it has knowledge of any conveyance or prospective conveyance by any Mortgagor of the Mortgaged Property (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 any “due-on-sale” clause applicable thereto; provided, however, that the Interim Servicer shall not exercise any such rights if prohibited by law from doing so or if the exercise of such rights would impair or threaten to impair any recovery under the related Primary Insurance Policy or LPMI Policy, if any. If the Interim Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, the Interim Servicer shall enter into an assumption agreement with the person to whom the Mortgaged 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. Where an assumption is allowed pursuant to this Subsection 11.19, the Interim Servicer, with the prior written consent of the insurer under the Primary Insurance Policy or LPMI Policy, if any, is authorized to enter into a substitution of liability agreement with the person to whom the Mortgaged Property has been conveyed or is proposed to be conveyed pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the related Mortgage Note. Any such substitution of liability agreement shall be in lieu of an assumption agreement.

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In connection with any such assumption or substitution of liability, the Interim Servicer shall follow the underwriting practices and procedures of prudent mortgage lenders in the state in which the related Mortgaged Property is located. With respect to an assumption or substitution of liability, the Mortgage Interest Rate, the amount of the Monthly Payment, and the final maturity date of such Mortgage Note may not be changed. The Interim Servicer shall notify the Purchaser that any such substitution of liability or assumption agreement has been completed by forwarding to the Purchaser the original of any such substitution of liability 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. Any fee collected by the Interim Servicer for entering into an assumption or substitution of liability agreement in excess of 1% of the outstanding principal balance of the Mortgage Loan shall be deposited in the Custodial Account pursuant to Subsection 11.04.

Notwithstanding the foregoing paragraphs of this Subsection or any other provision of this Agreement, the Interim Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Interim Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Subsection 11.19, 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.

Subsection 11.20

Satisfaction of Mortgages and Release of Mortgage Files.

Upon the payment in full of any Mortgage Loan, or the receipt by the Interim Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Interim Servicer will immediately notify the Purchaser by a certification of a servicing officer of the Interim Servicer (a “Servicing Officer”), which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Custodial Account pursuant to Subsection 11.04 have been or will be so deposited, and shall request execution of any document necessary to satisfy the Mortgage Loan and delivery to it of the portion of the Mortgage File held by the Purchaser or the Purchaser’s designee. Upon receipt of such certification and request, the Purchaser, shall promptly release the related mortgage documents to the Interim Servicer and the Interim Servicer shall prepare and process any satisfaction or release. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account or the Purchaser.

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In the event the Interim Servicer satisfies or releases a Mortgage without having obtained payment in full of the indebtedness secured by the Mortgage or should it otherwise prejudice any right the Purchaser may have under the mortgage instruments, the Interim Servicer, upon written demand, shall remit to the Purchaser the then outstanding principal balance of the related Mortgage Loan by deposit thereof in the Custodial Account. The Interim Servicer shall maintain the fidelity bond insuring the Interim Servicer against any loss they may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

From time to time and as appropriate for the servicing or foreclosure of the Mortgage Loan, including for this purpose collection under any Primary Insurance Policy or LPMI Policy, the Purchaser shall, upon request of the Interim Servicer and delivery to the Purchaser of a servicing receipt signed by a Servicing Officer, release the requested portion of the Mortgage File held by the Purchaser to the Interim Servicer. Such servicing receipt shall obligate the Interim Servicer to return the related Mortgage documents to the Purchaser when the need therefor by the Interim Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Interim Servicer has delivered to the Purchaser a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated, the servicing receipt shall be released by the Purchaser to the Interim Servicer.

Subsection 11.21

Servicing Compensation.

As compensation for its services hereunder, the Interim Servicer shall be entitled to withdraw from the Custodial Account or to retain from interest payments on the Mortgage Loans the amounts provided for as the Interim Servicer’s Servicing Fee. Additional servicing compensation in the form of assumption fees, as provided in Subsection 11.19, and late payment charges or otherwise shall be retained by the Interim Servicer to the extent not required to be deposited in the Custodial Account. The Interim 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 for.

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Subsection 11.22

Notification of Adjustments.

On each Adjustment Date, the Interim Servicer shall make interest rate adjustments for each Adjustable Rate Mortgage Loan in compliance with the requirements of the related Mortgage and Mortgage Note. The Interim Servicer shall execute and deliver the notices required by each Mortgage and Mortgage Note regarding interest rate adjustments. The Interim Servicer also shall provide timely notification to the Purchaser of all applicable data and information regarding such interest rate adjustments and the Interim Servicer’s methods of implementing such interest rate adjustments. Upon the discovery by the Interim Servicer or the Purchaser that the Interim Servicer has failed to adjust a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and Mortgage, the Interim Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss caused thereby without reimbursement therefor.

Subsection 11.23

Statement as to Compliance.

(a)

The Seller will deliver to the Purchaser not later than February 28^th of each year, an Officers’ Certificate (each, an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Seller during the preceding year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Seller has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Copies of such statement shall be provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans.

(b)

For so long as the Mortgage Loans are being master serviced by a master servicer in a securitization transaction (the “Master Servicer”), by February 28th of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as to the following matters:

(i)

Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.24 of the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification;

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(ii)

The servicing information required to be provided to the Master Servicer by the Seller under this Agreement has been provided to the Master Servicer;

(iii)

I am responsible for reviewing the activities performed by the Seller under the Agreement and based upon the review required by this Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report submitted to the Master Servicer, the Seller has, as of the date of this certification fulfilled its obligations under this Agreement; and

(iv)

I have disclosed to the Master Servicer all significant deficiencies relating to the Seller’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement.

The Seller shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.23 or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Seller on the other in connection with a breach of the Seller’s obligations under this Section 11.23 or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Subsection 11.24

Independent Public Accountants’ Servicing Report.

Not later than February 28th of each year, the Seller at its expense shall cause a firm of independent public accountants (which may also render other services to the Seller) which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Purchaser or its designee to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans under pooling and servicing agreements (including the Mortgage Loans and this Agreement) substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby) and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm confirms that such servicing has been conducted in compliance with such pooling and servicing agreements except for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statement shall be provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans.

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Subsection 11.25

Access to Certain Documentation.

The Interim Servicer shall provide to the Office of Thrift Supervision, the FDIC and any other federal or state banking or insurance regulatory authority that may exercise authority over the Purchaser access to the documentation regarding the Mortgage Loans serviced by the Interim Servicer required by applicable laws and regulations. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Interim Servicer. In addition, access to the documentation will be provided to the Purchaser and any Person identified to the Interim Servicer by the Purchaser without charge, upon reasonable request during normal business hours at the offices of the Interim Servicer.

Subsection 11.26

Reports and Returns to be Filed by the Interim Servicer.

The Interim Servicer shall file information reports with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

Subsection 11.27

Servicing Transfer.

At the end of the Interim Servicing Period, the Initial Purchaser, or its designee, shall assume all servicing responsibilities related to the Mortgage Loans and the Interim Servicer shall cease all servicing responsibilities related to the Mortgage Loans. During the Interim Servicing Period, the Interim Servicer shall, at its cost and expense, take such steps as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the related Mortgage Loans to the Initial Purchaser, or its designee. The Interim Servicer and the Seller agree to execute and deliver such instruments and take such actions as the Initial Purchaser, or its designee may, from time to time, reasonably request to carry out the servicing transfer.

Subsection 11.28

Superior Liens.

With respect to each Second Lien Mortgage Loan, the Interim Servicer shall, for the protection of the Purchaser’s interest, file (or cause to be filed) of record a request for notice of any action by a superior lienholder where permitted by local law and whenever applicable state law does not require that a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder’s equity of redemption. The Interim Servicer shall also notify any superior lienholder in writing of the existence of the Mortgage Loan and request notification of any action (as described below) to be taken against the Mortgagor or the Mortgaged Property by the superior lienholder.

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If the Seller or the Interim Servicer is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the superior lien, or has declared or intends to declare a default under the superior mortgage or the promissory note secured thereby, or has filed or intends to file an election to have the Mortgaged Property sold or foreclosed, the Interim Servicer shall take whatever actions are necessary to protect the interests of the Purchaser, and/or to preserve the security of the related Mortgage Loan, subject to any requirements applicable to real estate mortgage investment conduits pursuant to the Code. The Interim Servicer shall make a Servicing Advance of the funds necessary to cure the default or reinstate the superior lien if the Interim Servicer determines that such Servicing Advance is in the best interests of the Purchaser. The Interim Servicer shall not make such a Servicing Advance except to the extent that it determines in its reasonable good faith judgment that such advance will be recoverable from Liquidation Proceeds on the related Mortgage Loan. The Interim Servicer shall thereafter take such action as is necessary to recover the amount so advanced.

If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan on the related Mortgaged Property as of the related Cut-off Date, then the Interim Servicer, in its capacity as interim servicer, may consent to the refinancing of the prior senior lien, provided that the following requirements are met:

1. the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing; and

2. the interest rate, or, in the case of an adjustable rate existing senior lien, the maximum interest rate, for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest rate or the maximum interest rate, as the case may be, on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; and

3. the loan evidencing the refinanced senior lien is not subject to negative amortization.

Subsection 11.29

Compliance with REMIC Provisions.

If a REMIC election has been made with respect to the arrangement under which the Mortgage Loans and REO Property are held, the Interim Servicer shall not take any action, cause the REMIC to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii) result in the imposition of a tax upon the REMIC (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code) unless the Interim Servicer has received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such REMIC status or result in the imposition of any such tax.

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EXHIBIT 9

FORM OF COMMITMENT LETTER

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EXHIBIT 10

MORTGAGE LOAN DOCUMENTS

With respect to each Mortgage Loan set forth on a related Mortgage Loan Schedule, the Seller shall deliver, or cause to be delivered, and release to the Custodian the following documents:

1. the original Mortgage Note bearing all intervening endorsements necessary to show a complete chain of endorsements from the original payee to the Seller, endorsed in blank, “Pay to the order of _____________, without recourse”, and, if previously endorsed, signed in the name of the last endorsee by a duly qualified officer of the last endorsee. If the Mortgage Loan was acquired by the last endorsee in a merger, the endorsement must be by “[name of last endorsee], successor by merger to [name of predecessor]”. If the Mortgage Loan was acquired or originated by the last endorsee while doing business under another name, the endorsement must be by “[name of last endorsee], formerly known as [previous name]”;

If the Seller uses facsimile signatures to endorse Mortgage Notes, the Seller must provide in an Officer’s Certificate that the endorsement is valid and enforceable in the jurisdiction(s) in which the Mortgaged Properties are located and must retain in its corporate records the following specific documentation authorizing the use of facsimile signatures: (i) a resolution from its board of directors authorizing specific officers to use facsimile signatures; stating that facsimile signatures will be a valid and binding act on the Seller’s part; and authorizing the Seller’s corporate secretary to certify the validity of the resolution, the names of the officers authorized to execute documents by using facsimile signatures, and the authenticity of specimen forms of facsimile signatures; (ii) the corporate secretary’s certification of the authenticity and validity of the board of directors’ resolution; and (iii) a notarized “certification of facsimile signature,” which includes both the facsimile and the original signatures of the signing officer(s) and each officer’s certification that the facsimile is a true and correct copy of his or her original signature.

2. in the case of a Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording. The Mortgage shall be assigned, with assignee’s name left blank. If the Mortgage Loan was acquired by the last assignee in a merger, the Assignment of Mortgage must be made by “[name of last assignee], successor by merger to [name of predecessor]”. If the Mortgage Loan was acquired or originated by the last assignee while doing business under another name, the Assignment of Mortgage must be by “[name of last assignee], formerly known as [previous name]”;

3. the original of any guarantee executed in connection with the Mortgage Note, if any;

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4. for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage with evidence of recording thereon or, if the original Mortgage with evidence of recording thereon has not been returned by the public recording office where such Mortgage has been delivered for recordation or such Mortgage has been lost or such public recording office retains the original recorded Mortgage, a photocopy of such Mortgage, together with (i) in the case of a delay caused by the public recording office, an Officer’s Certificate of the title insurer insuring the Mortgage stating that such Mortgage has been delivered to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to the Custodian upon receipt thereof by the party delivering the Officer’s Certificate or by the Seller; or (ii) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage with the recording information thereon certified by such public recording office to be a true and complete copy of the original recorded Mortgage;

5. for each Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;

6. the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, if any;

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8. if the Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related document has been signed by a Person on behalf of the Mortgagor, the original power of attorney or other instrument that authorized and empowered such Person to sign;

9. the original lender’s title insurance policy in the form of an ALTA mortgage title insurance policy, containing each of the endorsements required by FNMA and insuring the Purchaser and its successors and assigns as to the first or second priority lien of the Mortgage in the original principal amount of the Mortgage Loan or, if the original lender’s title insurance policy has not been issued, the irrevocable commitment to issue the same; and

10. the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any.

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EXHIBIT 11

FORM OF MONTHLY SERVICER’S REPORT

Field	Description
SERVICER_LOANID	Servicer loan number.
SELLER_LOANID	Seller loan number.
LNAME	Last name of borrower.
FNAME	First name of borrower.
DATE_TRADE_FUND	Date of loan's funding with DB, i.e. date that Deutsche Bank bought the loan from the seller.
INTEREST_RATE	Gross interest rate on loan as of end of month being reported.
NET_INTEREST_RATE	Net interest rate on loan as of end of month being reported.
PRIN_INT_PYMT	Principal & Interest on loan as of end of month being reported.
LIEN	Lien of the loan.
IO_FLAG	Optional: Y/N flag for Interest-Only loans (where applicable).
BEG_UPB_ACT	Beginning actual balance.
BEG_UPB_SCH	Beginning scheduled balance.
END_UPB_ACT	Ending actual balance.
END_UPB_SCH	Ending scheduled balance.
PAID_THRU_DATE	Paid through date of the loan.
NEXT_DUE_DATE	Next due date of the loan at end of month being reported.
DAYS_DELQ	Days delinquent at end of month being reported.
PIF_DATE	Payoff date.
PRIN_AMT_ACT	Actual collected principal remitted to DB.
PRIN_AMT_SCH	Scheduled principal remitted to DB.
CURTAILMENT	Curtailment remitted to DB.
INT_AMT_ACT	Actual collected interest remitted to DB.
INT_AMT_SCH	Scheduled interest remitted to DB.
PREPAY_PENALTY_AMT	Prepayment Penalty remitted to DB.
SERVICE_FEE	Service fee charged per loan for the month being reported.
STATUS	Status of loan as of end of month being reported; "BKCY" = loan is in bankruptcy (chapter given by "BKCY_CHAPTER" field; "FBRE" = loan is on a forbearance plan; "FCLS" = loan is in foreclousre; "REO" = loan is in REO.
BKCY_CHAPTER	Bankruptcy chapter filed.
BKCY_START_DATE	Bankruptcy start date.
BKCY_END_DATE	Bankruptcy end date.
FCLS_START_DATE	Foreclosure start date.
FCLS_END_DATE	Foreclosure end date.
FB_START_DATE	Forbearance start date.
FB_END_DATE	Forbearance end date.
REO_TRANSFER_DATE	REO transfer date.
MISC_ADJ1	Loan level breakdown of any miscellaneous adjustment.
COMMENT1	Comment describing nature of misc_adj1.
MISC_ADJ2	Loan level breakdown of any miscellaneous adjustment.
COMMENT2	Comment describing nature of misc_adj2.
MISC_ADJ3	Loan level breakdown of any miscellaneous adjustment.
COMMENT3	Comment describing nature of misc_adj3.
TOT_REMIT	Loan level total amount remitted to DB.

EXHIBIT 12A

SELLER’S UNDERWRITING GUIDELINES

AMENDMENT NUMBER ONE

to the Master Mortgage Loan Purchase and Interim Servicing Agreement

dated as of March 1, 2005

by and between

NC CAPITAL CORPORATION

and

NEW CENTURY MORTGAGE CORPORATION

and

DB STRUCTURED PRODUCTS, INC.

This AMENDMENT NUMBER ONE is made this 1stday of May 2005, by and between NC CAPITAL CORPORATION, having an office at 18400 Von Karman, Suite 1000, Irvine, California 92612 (the “Seller”), and NEW CENTURY MORTGAGE CORPORATION, having an office at 18400 Von Karman, Suite 1000, Irvine, California 92612 (the “Interim Servicer”) and DB STRUCTURED PRODUCTS, INC. having an address at 60 Wall Street, New York, New York 10005 (the “Purchaser”), to the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2005, by and between the Purchaser and the Seller (the “Agreement”).

RECITALS

WHEREAS, the Purchaser, the Interim Servicer and the Seller desire to amend the Agreement, subject to the terms hereof, to modify the Agreement as specified herein; and

WHEREAS, the Purchaser, the Interim Servicer and the Seller each have agreed to execute and deliver this Amendment Number One on the terms and conditions set forth herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1. Amendment.

(a) Effective as of May 1, 2005, Section 12 of the Agreement is hereby modified by adding the following subsections at the end thereof:

“(7) to negotiate and execute one or more subservicing agreements, designated by the Purchaser in its sole discretion after consultation with the Interim Servicer, which contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to the representations and warranties in this Agreement and to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Purchaser and one or more nationally recognized rating agencies for mortgage pass-through transactions between the Interim Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Interim Servicer and/or one or more custodial and servicing agreements among the Purchaser, the Interim Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Interim Servicer, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization.”

SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

SECTION 3. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

SECTION 5. Governing Law. This Amendment Number One shall be construed in accordance with the laws of the State of New York and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws without regard to conflict of laws doctrine applied in such state.

SECTION 6. Counterparts. This Amendment Number One may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

[signature page to follow]

IN WITNESS WHEREOF, the Seller, the Interim Servicer and the Purchaser have caused this Amendment Number One to be executed and delivered by their duly authorized officers as of the day and year first above written.

NC CAPITAL CORPORATION

(Seller)

By:___________________________

Name:_________________________

Title:__________________________

NEW CENTURY MORTGAGE CORPORATION

(Interim Servicer)

By:___________________________

Name:_________________________

Title:__________________________

DB STRUCTURED PRODUCTS, INC.

(Purchaser)

By:___________________________

Name:_________________________

Title:__________________________

By:___________________________

Name:_________________________

Title:__________________________

AMENDMENT NUMBER TWO

Master Mortgage Loan Purchase and Interim Servicing Agreement

dated as of March 1, 2005

by and among

NC CAPITAL CORPORATION,

NEW CENTURY MORTGAGE CORPORATION

and

DB STRUCTURED PRODUCTS, INC.

This AMENDMENT NUMBER TWO is made this 12th day of September, 2005, by and among NC Capital Corporation (the “Seller”) and New Century Mortgage Corporation (the “Interim Servicer”), both having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612, and DB STRUCTURED PRODUCTS, INC. having an address at 60 Wall Street, New York, New York 10005 (the “Purchaser”), to the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2005, by and between the Purchaser, the Interim Servicer and the Seller (the “Agreement”).

RECITALS

WHEREAS, the Purchaser, the Interim Servicer and the Seller desire to amend the Agreement, subject to the terms hereof, to modify the Agreement as specified herein; and

WHEREAS, the Purchaser, the Interim Servicer and the Seller each have agreed to execute and deliver this Amendment Number Two on the terms and conditions set forth herein.

SECTION 1. Amendment. Effective as of September 12, 2005, the Agreement is hereby amended as follows:

(a) Section 1 of the Agreement is hereby amended by adding the following definitions:

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

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

Servicing Criteria: As of any date of determination, the “servicing criteria” set forth in Item 1122(d) of Regulation AB, or any amendments thereto.

Sub-Servicer: Any Person with which the Interim Servicer has entered into a sub-servicing agreement to service certain of the Mortgage Loans.

Sub-Servicing Agreement: The written contract between the Interim Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Subsection 11.30 of this Agreement.

(b) Section 11 of the Agreement is hereby amended by deleting the Section in its entirety and replacing it with the following:

SECTION 11. Interim Servicer’s Servicing Obligations. The Interim Servicer, as independent contract servicer, shall service and administer the Mortgage Loans the Seller sold to the Purchaser on the related Closing Date during the Interim Servicing Period, directly or through one or more Sub-Servicers, in accordance with the terms and provisions set forth in the Servicing Addendum attached as Exhibit 8, which Servicing Addendum is incorporated herein by reference.

(c) Section 12 of the Agreement is hereby amended by deleting subparts (4), (5) and (7) in its entirety and the remaining subpart following subpart (5) is renumbered (4).

(d) Section 12 of the Agreement is hereby amended by inserting the following subparts immediately following subpart (4):

(5)

to negotiate and execute one or more subservicing agreements between the Interim Servicer and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Interim Servicer and/or one or more custodial and servicing agreements among the Purchaser, the Interim Servicer and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Interim Servicer, and containing provisions substantially equivalent to those included in the Servicing Addendum to the extent required by the Purchaser in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization;

(6)

in connection with Pass-Through Transfer, the Interim Servicer shall execute a Reconstitution Agreement, which Reconstitution Agreement may, at the Purchaser’s direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and mortgage loan representations and warranties which in form and substance conform to the representations and warranties in this Agreement and to secondary market standards for securities backed by mortgage loans similar to the Mortgage Loans and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Mortgage Loans, and other covenants as are required by the Purchaser and one or more nationally recognized rating agencies for mortgage pass-through transactions. If the Purchaser deems it advisable at any time to pool the Mortgage Loans with other mortgage loans for the purpose of resale or securitization, the Interim Servicer agrees to execute a Reconstitution Agreement between itself and a master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Interim Servicer, the Purchaser and a trustee designated by the Purchaser at its sole discretion;

(7)

in the event that the Purchaser appoints a credit risk manager in connection with a Pass-Through Transfer, to execute a credit risk management agreement and provide reports and information reasonably required by the credit risk manager;

(8)

in connection with any Pass-Through Transfer, to deliver to the Purchaser within five (5) Business Days after request by the Purchaser, the information with respect to the Seller (as originator) and each other originator of the Mortgage Loans as required under Item 1110(a) and (b) of Regulation AB as determined by Purchaser in its sole discretion. If requested by the Purchaser, this will include information about the applicable credit-granting or underwriting criteria;

(9)

in connection with any Pass-Through Transfer, to deliver to the Purchaser within five (5) Business Days after request by the Purchaser, static pool information as required under Item 1105(a)(1) - (3) and (c) of Regulation AB and in scope and format as determined by Purchaser in its sole discretion with respect to mortgage loans that were originated by the Seller (as originator) and each other originator of the Mortgage Loans and which are similar to the Mortgage Loans;

(10)

in connection with any Pass-Through Transfer, to deliver to the Purchaser within five (5) Business Days after request by the Purchaser, information with respect to the Interim Servicer as required by Item 1108(b) and (c) of Regulation AB as determined by Purchaser in its sole discretion. In the event that the Interim Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Sub-Servicer, the Interim Servicer shall provide the information required pursuant to this clause with respect to the Sub-Servicer;

(11)

in connection with any Pass-Through Transfer, to deliver to the Purchaser within five (5) Business Days after request by the Purchaser, (i) information regarding any legal proceedings pending (or known to be contemplated) against the Seller or the Interim Servicer (as originator and as servicer, respectively) and each other originator of the Mortgage Loans and each Sub-Servicer as required by Item 1117 of Regulation AB as determined by Purchaser in its sole discretion, (ii) information regarding affiliations with respect to the Seller or the Interim Servicer (as originator and as servicer, respectively) and each other originator of the Mortgage Loans and each Sub-Servicer as required by Item 1119(a) of Regulation AB as determined by Purchaser in its sole discretion, and (iii) information regarding relationships and transactions with respect to the Seller or the Interim Servicer (as originator and as servicer, respectively) and each other originator of the Mortgage Loans and each Sub-Servicer as required by Item 1119(b) and (c) of Regulation AB as determined by Purchaser in its sole discretion; and

(12)

to deliver to the Purchaser and to any Person designated by the Purchaser, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller, the Interim Servicer or any Sub-Servicer pursuant to clause (9) above, and pursuant to clauses (8) and (10) above to the extent constituting financial information, as shall be reasonably requested by the Purchaser.

(e) Section 12 of the Agreement is hereby amended by inserting the following paragraph at the end thereto:

The Seller and the Interim Servicer shall indemnify the Purchaser and any sponsor, depositor, issuing entity and underwriter in connection with a Pass-Through Transfer for any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from any untrue statement or alleged untrue statement of any material fact contained in the information provided by the Seller, Interim Servicer or any Sub-Servicer pursuant to clauses (8), (9), (10) and (11) of this Section 12 (the “Seller Information”) or the omission or the alleged omission to state in the Seller Information a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they are made, not misleading.

(f) Subsection 14.01(ix) of the Agreement is hereby amended by (i) deleting the phrase “Sections 11.23 or 11.24” in its entirety and replacing it with the phrase “Subsections 11.23, 11.24 or 11.34” and (ii) deleting the phrase “fifteen (15)” in its entirety and replacing it with the phrase “ten (10)”.

(g) Subsection 11.15 of the Agreement is hereby amended by inserting the following sentence at the end thereto:

To the extent that the Mortgage Loans are the subject of a Pass-Through Transfer, the computer tape must include all information known or available to the Seller or the Interim Servicer that is necessary in order to provide the distribution and pool performance information as required under Item 1121 of Regulation AB as determined by Purchaser in its sole discretion. The Seller or the Interim Servicer, as applicable, shall modify the computer tape format as requested by the Purchaser from time to time in order to comply with the preceding sentence.

(h) Subsection 11.23 of the Agreement is hereby amended by deleting the subsection in its entirety and replacing it with the following:

(a)

The Interim Servicer will deliver to the Purchaser, not later than March 1 of each calendar year beginning in 2006, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Interim Servicer during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Interim Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Copies of such statement shall be provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event that the Interim Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Sub-Servicer, the Interim Servicer shall deliver an officer’s certificate of the Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Interim Servicer.

(b)

With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, by March 1 of each calendar year beginning in 2006, an officer of the Interim Servicer shall execute and deliver an Officer’s Certificate to the Purchaser, any master servicer which is master servicing loans in connection with such transaction (a “Master Servicer”) and any related depositor (a “Depositor”) for the benefit of each such entity and such entity’s affiliates and the officers, directors and agents of any such entity and such entity’s affiliates, an Officer’s Certificate in the form attached hereto as Exhibit 12. In the event that the Interim Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Sub-Servicer, the Interim Servicer shall deliver an officer’s certificate of the Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Interim Servicer.

(c)

The Interim Servicer shall indemnify and hold harmless the Master Servicer, the Depositor, the Purchaser (and if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and agents (any such person, an “Indemnified Party”) from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Interim Servicer or any of its officers, directors, agents or affiliates of its obligations under this Subsection 11.23, Subsection 11.24 or Subsection 11.34, or the negligence, bad faith or willful misconduct of the Interim Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Interim Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Interim Servicer in the other in connection with a breach of the Interim Servicer’s obligations under this Subsection 11.23, Subsection 11.24 or Subsection 11.34, or the Interim Servicer’s negligence, bad faith or willful misconduct in connection therewith.

(i) Subsection 11.24 of the Agreement is hereby amended by deleting the Subsection in its entirety and replacing it with the following:

Subsection 11.24 Independent Public Accountants’ Servicing Report.

Not later than March 1 of each calendar year beginning in 2006, the Interim Servicer at its expense shall cause a firm of independent public accountants (which may also render other services to the Interim Servicer) which is a member of the American Institute of Certified Public Accountants to furnish a report (a “USAP Report”) to the Purchaser or its designee to the effect that such firm has examined certain documents and records relating to the servicing of the Mortgage Loans under this Agreement or of mortgage loans under pooling and servicing agreements (including the Mortgage Loans and this Agreement) substantially similar one to another (such statement to have attached thereto a schedule setting forth the pooling and servicing agreements covered thereby) and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm confirms that such servicing has been conducted in compliance with such pooling and servicing agreements during the preceding calendar year, except for such significant exceptions or errors in records that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such report shall be provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans.

In the event that the Interim Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Sub-Servicer, the Interim Servicer shall provide a statement of the Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Interim Servicer.

Notwithstanding the foregoing, the Interim Servicer’s obligation to deliver a USAP Report under this Subsection, as to the Interim Servicer or any Sub-Servicer, as to any calendar year, beginning with the report required in March 2007, shall be satisfied if an Assessment of Compliance and Attestation Report is delivered in compliance with Subsection 11.34 for such calendar year with respect to that entity.

(j) Exhibit 8 of the Agreement is hereby amended by inserting the following sections at the end thereto:

Subsection 11.30 Sub-Servicing Agreements Between the Interim Servicer and Sub-Servicers.

The Interim Servicer, as servicer, may arrange for the subservicing of any Mortgage Loan by a Sub-Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of such Mortgage Loans in a manner consistent with the servicing arrangements contemplated hereunder. Each Sub-Servicer shall be (i) authorized to transact business in the state or states where the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a FHLMC or FNMA approved mortgage servicer. Notwithstanding the provisions of any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Interim Servicer or a Sub-Servicer or reference to actions taken through the Interim Servicer or otherwise, the Interim Servicer shall remain obligated and liable to the Purchaser and its successors and assigns 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 Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Interim Servicer alone were servicing and administering the Mortgage Loans. Every Sub-Servicing Agreement entered into by the Interim 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 Sub-Servicer performed pursuant to the related Sub-Servicing Agreement shall be performed as an agent of the Interim Servicer with the same force and effect as if performed directly by the Interim Servicer.

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

Subsection 11.31 Successor Sub-Servicers.

Any Sub-Servicing Agreement shall provide that the Interim Servicer shall be entitled to terminate any Sub-Servicing Agreement and to either itself directly service the related Mortgage Loans or enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Subsection 11.33. Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by any successor to the Interim Servicer without fee, in accordance with the terms of this Agreement, in the event that the Interim Servicer (or any successor to the Interim Servicer) shall, for any reason, no longer be the servicer of the related Mortgage Loans (including termination due to an Event of Default).

Subsection 11.32 No Contractual Relationship Between Sub-Servicer and Purchaser.

Any Sub-Servicing Agreement and any other transactions or services relating to the Mortgage Loans involving a Sub-Servicer shall be deemed to be between the Sub-Servicer and the Interim Servicer alone and the Purchaser shall not be deemed a party thereto and shall have no claims, rights, obligations, duties or liabilities with respect to any Sub-Servicer except as set forth in Subsection 11.33.

Subsection 11.33 Assumption or Termination of Sub-Servicing Agreement by Successor Servicer.

In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Interim Servicer hereunder by a successor servicer pursuant to Section 16 of this Agreement, it is understood and agreed that the Interim Servicer’s rights and obligations under any Sub-Servicing Agreement then in force between the Interim Servicer and a Sub-Servicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Sub-Servicer.

The Interim Servicer shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Sub-Servicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party.

The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Mortgage Loans in the amount and in the manner set forth in this Agreement.

Subsection 11.34 Assessment of Compliance with Servicing Criteria.

With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, the Interim Servicer shall deliver to the Purchaser or its designee on or before March 1 of each calendar year beginning in 2007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser regarding the Interim Servicer’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a report by an authorized officer of the Interim Servicer that contains the following:

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

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

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

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

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

With respect to any Mortgage Loans that are the subject of a Pass-Through Transfer, on or before March 1 of each calendar year beginning in 2007, the Interim Servicer shall furnish to the Purchaser or its designee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Interim Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board.

In the event that the Interim Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans to a Sub-Servicer, the Interim Servicer shall provide an Assessment of Compliance of the Sub-Servicer and accompanying Attestation Report as described above as to each Sub-Servicer as and when required with respect to the Interim Servicer.

(k) The Agreement is hereby amended by inserting Exhibit 12 in the form of Annex A attached hereto at the end thereto.

SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

SECTION 4. Governing Law. This Amendment Number Two shall be construed in accordance with the laws of the State of New York and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws without regard to conflict of laws doctrine applied in such state (other than Section 5-1401 or 5-1402 of the New York General Obligations Law).

SECTION 5. Counterparts. This Amendment Number Two may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Seller, the Interim Servicer and the Purchaser have caused this Amendment Number Two to be executed and delivered by their duly authorized officers as of the day and year first above written.

NC CAPITAL CORPORATION

(Seller)

By:___________________________

Name:_________________________

Title:__________________________

NEW CENTURY MORTGAGE CORPORATION

Interim Servicer)

By:___________________________

Name:_________________________

Title:__________________________

DB STRUCTURED PRODUCTS, INC.

(Purchaser)

By:___________________________

Name:_________________________

Title:__________________________

By:___________________________

Name:_________________________

Title:__________________________

ANNEX A

EXHIBIT 12

FORM OF BACK-UP CERTIFICATION

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

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

(ii) The servicing information required to be provided by the Interim Servicer under this Servicing Agreement has been provided to the Purchaser and the Master Servicer;

(iii) I am responsible for reviewing the activities performed by the Interim Servicer under the Agreement and based upon the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the [USAP Report]^* [Assessment of Compliance and Attestation Report]^**, the Interim Servicer has, as of the date of this certification fulfilled its obligations under this Servicing Agreement; and

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

NEW CENTURY MORTGAGE CORPORATION

^{___________________}

^* To be used if a USAP Report is being delivered under the Servicing Agreement

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

AMENDMENT NUMBER THREE

Master Mortgage Loan Purchase and Interim Servicing Agreement

dated as of March 1, 2005

by and between

NC CAPITAL CORPORATION,

NEW CENTURY MORTGAGE CORPORATION

and

DB STRUCTURED PRODUCTS, INC.

This AMENDMENT NUMBER THREE is made this 15^th day of June, 2006, by and among NC Capital Corporation (the “Seller) and New Century Mortgage Corporation (the “Interim Servicer”), both having an address at 18400 Von Karman, Suite 1000, Irvine, California 92612 and DB STRUCTURED PRODUCTS, INC. having an address at 60 Wall Street, New York, New York 10005 (the “Purchaser”), to the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of March 1, 2005, by and between the Purchaser and the Seller (the “Agreement”).

RECITALS

WHEREAS, the Purchaser and the Seller desire to amend the Agreement, subject to the terms hereof, to modify the Agreement as specified herein; and

WHEREAS, the Purchaser and the Seller each have agreed to execute and deliver this Amendment Number Three on the terms and conditions set forth herein.

SECTION 1. Amendment. Effective as of June 15, 2006 the Agreement is hereby amended as follows:

(a) Section 1 of the Agreement is hereby amended by adding the following definitions:

Commission: The United States Securities and Exchange Commission.

Depositor: The depositor, as such term is defined in Regulation AB, with respect to any Securitization Transaction.

Master Servicer: With respect to any Securitization Transaction, the “master servicer,” if any, identified in the related transaction documents.

Qualified Correspondent: Any Person from which the Seller purchased Mortgage Loans, provided that the following conditions are satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Seller and such Person that contemplated that such Person would underwrite mortgage loans from time to time, for sale to the Seller, in accordance with underwriting guidelines designated by the Seller (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Seller within one hundred eighty (180) days after origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Seller in origination of mortgage loans of the same type as the Mortgage Loans for the Seller’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Seller on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Seller; and (iv) the Seller employed, at the time such Mortgage Loans were acquired by the Seller, pre-purchase or post-purchase quality assurance procedures (which may involve, among other things, review of a sample of mortgage loans purchased during a particular time period or through particular channels) designed to ensure that Persons from which it purchased mortgage loans properly applied the underwriting criteria designated by the Seller.

Reconstitution: Any Securitization Transaction or Whole Loan Transfer.

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

Securitization Transaction: Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

Seller Information: As defined in Section 12A.07(a).

Servicer: As defined in Section 12A.03(c).

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

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

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

(b) The definition of Mortgage Loan Schedule in Section 1 of the Agreement is hereby amended by (i) adding the words “investment or a second home (e.g. a vacation property)” after the words “owner-occupied” in clause (4) of the first sentence thereof and (ii) deleting the word “and” before part (49) of the definition of “Mortgage Loan Schedule”, replacing it with a semicolon and adding the following after part (49):

; (50) with respect to each Adjustable Rate Mortgage Loan, the lookback days; (51) a code indicating whether the Mortgagor is a first-time home buyer; (52) the race of the Mortgagor and any co-borrower; (53) the ethnicity of the Mortgagor and any co-borrower; (54) the Mortgagor’s monthly housing expense (if available); (55) the Mortgagor’s monthly debt payment (if available); and (56) the gender of the Mortgagor and any co-borrower.

(d) Section 1 of the Agreement is hereby amended by deleting the definition of “Regulation AB” in its entirety and replacing it with the following:

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

(e) Section 1 of the Agreement is hereby amended by deleting the phrase “or (2) such other amount set forth in the related Commitment Letter” in the definition of “Repurchase Price” and replacing it with the following:

less amounts received in respect of such repurchased Mortgage Loan which are being held in the Custodial Account for distribution in connection with such Mortgage Loan, plus (c) any reasonable unreimbursed servicing advances and monthly advances (including nonrecoverable monthly advances) and any unpaid servicing fees allocable to such Mortgage Loan paid by any party other than the Seller, plus (d) any out-of-pocket costs and expenses incurred by the Purchaser, the servicer, master servicer or any trustee in respect of the breach or defect giving rise to the repurchase obligation including, without limitation, any costs and damages incurred by any such party in connection with any violation by any such Mortgage Loan of any predatory or abusive lending law.

(f) Section 1 of the Agreement is hereby amended by deleting the definition of “Servicing Criteria” in its entirety and replacing it with the following:

Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

(g) Section 1 of the Agreement is hereby amended by deleting the definition of “Sub-servicer” in its entirety and replacing it with the following:

Subservicer: Any Person that services Mortgage Loans on behalf of the Seller or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Seller under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.

(h) Section 1 of the Agreement is hereby amended by deleting the definition of “Whole Loan Transfer” in its entirety and replacing it with the following:

Whole Loan Transfer: Any sale or transfer of some or all of the Mortgage Loans, other than a Securitization Transaction.

(i) Subsection 6.03 is hereby amended by deleting the second sentence of the second paragraph thereto in its entirety.

(j) Subsection 7.02 of the Agreement is hereby amended by adding the following to the third sentence of subpart (viii) thereof:

“and in an amount representing coverage not less than the great of (i) the lesser of (a) the outstanding principal balance of the Mortgage Loan (plus any additional amount required to prevent the Mortgagor from being deemed a co-insurer) or (b) 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, or (ii0 the maximum amount of insurance which is available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended”

(k) Subpart (ix) of Subsection 7.02 of the Agreement is hereby amended by (i) deleting the first word thereof and replacing it with “Each Mortgage Loan and, if any, the related Prepayment Charge complied in all material respects with any” and (ii) adding the words “, fair” after the word “predatory” in the first sentence thereof.

(l) Subsection 7.02 of the Agreement is hereby amended by adding the following to the beginning of the first sentence of subpart (xvii) thereof:

“Unless the Mortgaged Property is located in the State of Iowa and an attorney’s certificate and/or a certificate of title guaranty has been obtained,”

(m) Subsection 7.02 of the Agreement is hereby amended by deleting subpart (xxvii) in its entirety and replacing it with the following:

“The Mortgage Loan was underwritten in accordance with the Underwriting Guidelines in effect at the time the Mortgage Loan was originated (including any reasonable variances (a) permitted pursuant to the Underwriting Guidelines or (b) as noted in the Mortgage File); and the Mortgage Note and Mortgage are on forms acceptable to prudent mortgage lending institutions in the secondary market”

(n) Subpart (li) of Subsection 7.02 of the Agreement is hereby amended by (i) deleting the phrase “the City of Oakland, California Anti-Predatory Lending Ordinance No. 12361” in part (b) thereof and (ii) adding the following language immediately after the words “as amended” in the first sentence thereof:

“(“HOEPA”), or has an “annual percentage rate” or “total points and fees” payable by the borrower (as each such term is defined under HOEPA) that equal or exceed the applicable thresholds defined under HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii))”

(o) Subpart (lvi) of Subsection 7.02 of the Agreement is hereby amended by adding the phrase “and is not an adjustable rate option Mortgage Loan” after the phrase “negative amortization.”

(p) Subsection 7.02 of the Agreement is hereby amended by deleting subpart (lvii) thereof in its entirety and replacing it with the following:

(lvii) [Reserved]

(q) Subsection 7.02 of the Agreement is hereby amended by deleting subpart (lix) thereof in its entirety and replacing it with the following:

(lix) With respect to any Mortgage Loan that contains a provision permitting imposition of a Prepayment Charge: (a) the Mortgage Loan provides some benefit to the Mortgagor (e.g., a rate or fee reduction) in exchange for accepting such Prepayment Charge; (b) the Mortgage Loan’s originator had a written policy of offering the Mortgagor, or requiring third-party brokers to offer the Mortgagor, the option of obtaining a Mortgage Loan that did not require payment of such a Prepayment Charge; (c) the Prepayment Charge was adequately disclosed to the Mortgagor pursuant to applicable state and federal law, (d) the duration of the prepayment period shall not exceed three (3) years from the date of the Mortgage Note and (e) such Prepayment Charge shall not be imposed in any instance where the Mortgage Loan is accelerated or paid off in connection with the workout of a delinquent mortgage or due to the Mortgagor’s default, notwithstanding that the terms of the Mortgage Loan or state or federal law might permit the imposition of such Prepayment Charge;

(r) Subsection 7.02 of the Agreement is hereby amended by deleting subpart (lx) thereof in its entirety and replacing it with the following:

(lx) No Mortgagor was required to purchase any single premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, property or health insurance product) or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment, property or health insurance product) or debt cancellation agreement in connection with the origination of the Mortgage Loan; No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies (e.g., life, mortgage, disability, accident, unemployment, property or health insurance product) or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan;

(s) Subsection 7.02 of the Agreement is hereby amended by deleting subpart (lxv) thereof in its entirety and replacing it with the following:

(lxv) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan’s originator which is a higher cost product designed for less creditworthy borrowers, taking into account such facts as, without limitation, the mortgage loan’s requirements and the Mortgagor’s credit history, income, assets and liabilities. Each borrower who sought financing through a Mortgage Loan originator’s higher-priced subprime lending channel, was directed towards or offered the Mortgage Loan originator’s standard mortgage line if the borrower was able to qualify for one of the standard products; provided that the foregoing shall not require the Mortgage Loan originator to refer the borrower to an affiliate of the originator;

(t) Subsection 7.02 of the Agreement is hereby amended by deleting subpart (lxvi) thereof in its entirety and replacing it with the following:

(lxvi) The methodology used in underwriting the extension of credit for each Mortgage Loan did not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such extension of credit. The methodology employed objective criteria that related such facts as, without limitation, the Mortgagor’s credit history, income, assets or liabilities, to the proposed mortgage payment and, based on such methodology, the Mortgage Loan’s originator made a reasonable determination that at the time of origination the Mortgagor had the ability to make timely payments on the Mortgage Loan;

(u) Subsection 7.02 of the Agreement is hereby amended by deleting subpart (lxxiii) in its entirety and replacing it with “[Reserved].”

(v) Subsection 7.02 of the Agreement is hereby amended by adding the following new subpart (lxxix) at the end thereof:

(lxxix) No Mortgage Loan is secured in whole or in part by an interest in manufactured housing.

(w) Subsection 7.03 of the Agreement is hereby amended by deleting the last sentence of the second paragraph thereof in its entirety and replacing it with the following:

Notwithstanding anything to the contrary contained herein, it is understood by the parties hereto that a breach of the representations and warranties made in Subsections 7.02(ix), (l), (li), (lvii), (lix), (lx), (lxi), (lxii), (lxv), (lxvi), or (lxxii) or (lxxix) will be deemed to materially and adversely affect the value of the related Mortgage Loan or the interest of the Purchaser therein.

(x) Subsection 7.03 of the Agreement is hereby amended by adding the following paragraph after the seventh paragraph thereof:

With respect to any Mortgage Loan originated on or after November 7, 2004 which is secured by a Mortgaged Property located in the State of Massachusetts that is a refinanced Mortgage Loan, (a) if the related mortgagor alleges any violation of the mortgage loan refinance requirements of the State of Massachusetts or (b) any such Mortgage Loans cannot be included in a Securitization Transaction as a result of any regulatory, predatory or high cost concerns, the Seller shall repurchase such Mortgage Loan no later than five (5) business days following the Purchaser’s request for repurchase in an amount equal to the Repurchase Price. The Purchaser and the Seller agree that there shall be no requirement that any violations alleged by a mortgagor as set forth in clause (a) above have any merit or demonstrate any validity prior to the Seller’s obligation to repurchase such Mortgage Loan. The Seller shall also indemnify the Purchaser pursuant to the terms of this Agreement to the extent that any of the events set forth in clauses (a) or (b) occur.

(y) Section 12 of the Agreement is hereby amended by (i) deleting subparts (8), (9), (10), (11) and (12) in their entirety and inserting the following subparts immediately following subpart (7):

(8)

to deliver to the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller and the Interim Servicer, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information reasonably requested by the Purchaser and which the Seller and the Interim Servicer is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements or omissions contained (i) in such information and (ii) on the Mortgage Loan Schedule;

(9)

to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser’s expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller and the Interim Servicer pursuant to clause 8 above as shall be reasonably requested by the Purchaser;

(10) to deliver to the Purchaser such information, reports, letters and certifications as are required pursuant to Section 12A and to indemnify the Purchaser and its affiliates as set forth in Section 12A;

(z) Section 12 of the Agreement is hereby amended by deleting the last paragraph thereof.

(aa) Section 12 of the Agreement is hereby amended by inserting the following section at the end thereto:

SECTION 12A Compliance with Regulation AB.

Subsection 12A.01. Intent of the Parties; Reasonableness.

The Purchaser, the Interim Servicer and the Seller acknowledge and agree that the purpose of Section 12A of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller and the Interim Servicer acknowledge that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller and the Interim Servicer acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff and agree to comply with requests made by the Purchaser, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller and the Interim Servicer shall cooperate fully with the Purchaser and any Master Servicer to deliver to the Purchaser (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser, the Master Servicer or any Depositor to permit the Purchaser, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, the Interim Servicer, any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. In the event of any conflict between Section 12A and any other term or provision in this Agreement, the provisions of Section 12A shall control.

The Purchaser (including any of its assignees or designees) shall cooperate with the Seller and the Interim Servicer by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Purchaser’s reasonable judgment, to comply with Regulation AB.

Subsection 12A.02. Additional Representations and Warranties of the Seller and the Interim Servicer.

(a) The Seller or the Interim Servicer, as applicable, hereby represents to the Purchaser, to any Master Servicer and to any Depositor, as of the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Subsection 12A.03 that, except as disclosed in writing to the Purchaser, such Master Servicer or such Depositor prior to such date: (i) the Interim Servicer is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization due to any act or failure to act of the Interim Servicer; (ii) the Interim Servicer has not been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Interim Servicer as servicer has been disclosed or reported by the Interim Servicer; (iv) no material changes to the Interim Servicer policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the related Securitization Transaction; (v) there are no aspects of the Interim Servicer’s financial condition that could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under this Agreement or any Reconstitution Agreement; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Seller, the Interim Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations, relationships or transactions relating to the Seller, the Interim Servicer, any Subservicer or any Third-Party Originator with respect to any Securitization Transaction and any party thereto identified by the related Depositor of a type described in Item 1119 of Regulation AB.

(b) If so requested by the Purchaser, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Purchaser, any Master Servicer or any Depositor under Subsection 12A.03, the Seller or the Interim Servicer, as applicable, shall, within five (5) Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Subsection or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party.

Subsection 12A.03. Information to Be Provided by the Seller and Interim Servicer.

In connection with any Securitization Transaction in which the Purchaser reasonably believes that the aggregate outstanding principal amount of the Mortgage Loans may comprise 20% or more of the aggregate principal amount of any group of the mortgage loans in such Securitization Transaction, or in the case of information requested pursuant to Item 1119, may comprise 10% or more, the Seller or the Interim Servicer, as applicable, shall (i) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Subsection, and (ii) as promptly as practicable following notice to or discovery by the Seller or the Interim Servicer, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (d) of this Subsection.

(a) If so requested by the Purchaser or any Depositor, the Seller or the Interim Servicer, as applicable, shall provide such information regarding (i) the Seller, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, and (iii) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:

(A) the originator’s form of organization;

(B) a description of the originator’s origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator’s experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator’s origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators’ credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB;

(C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Seller, each Third-Party Originator and each Subservicer; and

(D) a description of any affiliation or relationship between the Seller, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Seller by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:

(1) the sponsor;

(2) the depositor;

(3) the issuing entity;

(4) any servicer;

(5) any trustee;

(6) any originator;

(7) any significant obligor;

(8) any enhancement or support provider; and

(9) any other material transaction party.

(b) If so requested by the Purchaser or any Depositor, the Seller shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (i) the Seller, if the Seller is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party Originator. Such Static Pool Information shall be prepared by the Seller (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there is reasonably available to the Seller (or Third-Party Originator) Static Pool Information with respect to more than one mortgage loan type, the Purchaser or any Depositor shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The content of such Static Pool Information may be in the form customarily provided by the Seller, and need not be customized for the Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or prior securitized pool, as applicable, shall be presented in increments no less frequently than quarterly over the life of the mortgage loans included in the vintage origination year or prior securitized pool. The most recent periodic increment must be as of a date no later than one hundred thirty-five (135) days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Purchaser or the Depositor, as applicable.

Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph), the Seller shall provide corrected Static Pool Information to the Purchaser or any Depositor, as applicable, in the same format in which Static Pool Information was previously provided to such party by the Seller.

If so requested by the Purchaser or any Depositor, the Seller shall provide (or, as applicable, cause each Third-Party Originator to provide), at the expense of the requesting party (to the extent of any additional incremental expense associated with delivery pursuant to this Agreement), such agreed-upon procedures letters of certified public accountants reasonably acceptable to the Purchaser or Depositor, as applicable, pertaining to Static Pool Information relating to prior securitized pools for securitizations closed on or after January 1, 2006 or, in the case of Static Pool Information with respect to the Seller’s or Third-Party Originator’s originations or purchases, to calendar months commencing January 1, 2006, as the Purchaser or such Depositor shall reasonably request. Such letters shall be addressed to and be for the benefit of such parties as the Purchaser or such Depositor shall designate, which may include, by way of example, any Sponsor, any Depositor and any broker dealer acting as underwriter, placement agent or initial purchaser with respect to a Securitization Transaction. Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorizing reliance by the addressees designated by the Purchaser or such Depositor.

(c) If so requested by the Purchaser or any Depositor, the Interim Servicer shall provide such information regarding the Interim Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Interim Servicer and each Subservicer, for purposes of this paragraph, a “Servicer”), as is requested for the purpose of compliance with Items 1108, 1111, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:

(A) the Servicer’s form of organization;

(B) a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Reconstitution Agreements; information regarding the size, composition and growth of the Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Servicer that may be material, in the good faith judgment of the Purchaser or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation:

(1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction;

(2) the extent of outsourcing the Servicer utilizes;

(3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction;

(4) whether the Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and

(5) such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB;

(C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans;

(D) information regarding the Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Servicer could have a material adverse effect on the performance by the Interim Servicer of its servicing obligations under this Agreement or any Reconstitution Agreement;

(E) information regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Servicer to the effect that the Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance;

(F) a description of the Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans;

(G) a description of the Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts;

(H) information as to how the Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience;

(I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicer; and

(J) a description of any affiliation or relationship between the Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Servicer by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:

(1) the sponsor;

(2) the depositor;

(3) the issuing entity;

(4) any servicer;

(5) any trustee;

(6) any originator;

(7) any significant obligor;

(8) any enhancement or support provider; and

(9) any other material transaction party; and

(K) historical delinquency information with respect to the Mortgage Loans since origination of the Mortgage Loans.

(d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Seller and the Interim Servicer shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Seller, the Interim Servicer, any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Seller, the Interim Servicer, any Subservicer or any Third-Party Originator and any of the parties specified in clause (D) of paragraph (a) of this Subsection (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Seller or the Interim Servicer, and (E) the Seller’s or Interim Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Seller’s or Interim Servicer’s obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.

(e) As a condition to the succession to the Interim Servicer or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the Interim Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Interim Servicer or any Subservicer, the Interim Servicer shall provide to the Purchaser and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, all information reasonably requested by the Purchaser or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

(f) In addition to such information as the Interim Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Interim Servicer or any Subservicer, the Interim Servicer or such Subservicer, as applicable, shall provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below):

(i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);

(ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and

(iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB).

(g) The Interim Servicer shall provide to the Purchaser, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information related to the Interim Servicer or any Subservicer or the Interim Servicer or such Subservicer’s performance hereunder.

Subsection 12A.04. Servicer Compliance Statement.

On or before March 1 of each calendar year, commencing in 2007, provided that the Interim Servicer has serviced the Mortgage Loans for a period of time during the immediately preceding calendar year, the Interim Servicer shall deliver to the Purchaser, any Master Servicer and any Depositor a statement of compliance addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Interim Servicer, to the effect that (i) a review of the Interim Servicer’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement and any applicable Reconstitution Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Interim Servicer has fulfilled all of its obligations under this Agreement and any applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. In the event that the Seller or the Interim Servicer has delegated a certain servicing responsibility in its entirety with respect to the Mortgage Loans to a Subservicer, the Seller or Interim Servicer shall deliver a statement of compliance from such Subservicer as and when such statement is required under this Subsection 12A.04 in lieu of providing the Interim Servicer’s statement of compliance for such delegated servicing activity.

Subsection 12A.05. Report on Assessment of Compliance and Attestation.

(a) On or before March 1 of each calendar year, commencing in 2007, provided that the Interim Servicer has serviced the Mortgage Loans for a period of time during the immediately preceding calendar year, the Interim Servicer shall:

(i) deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Interim Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Interim Servicer, and shall address each of the “Applicable Servicing Criteria” specified on Exhibit 13 hereto;

(ii) deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Interim Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii) cause each Subservicer, and each Subcontractor determined by the Interim Servicer pursuant to Subsection 12A.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (a) and (b) of this Subsection; and

(iv) if requested by the Purchaser, any Depositor or any Master Servicer not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Interim Servicer, in the form attached hereto as Exhibit 12.

The Interim Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Interim Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Purchaser, any Depositor or any Master Servicer will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans.

(b) Each assessment of compliance provided by a Subservicer pursuant to Subsection 12A.05(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit 12 hereto delivered to the Purchaser concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Subsection 12A.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Interim Servicer pursuant to Subsection 12A.06.

Subsection 12A.06. Use of Subservicers and Subcontractors.

The Interim Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Interim Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Interim Servicer complies with the provisions of paragraph (a) of this Subsection. The Interim Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Interim Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Interim Servicer complies with the provisions of paragraph (b) of this Subsection.

(a) It shall not be necessary for the Interim Servicer to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subservicer. The Interim Servicer shall cause any Subservicer used by the Interim Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of this Subsection and with Subsections 12A.02, 12A.03(c), (e), (f) and (g), 12A.04, 12A.05 and 12A.07 of this Agreement to the same extent as if such Subservicer were the Interim Servicer, and to provide the information required with respect to such Subservicer under Subsection 12A.03(d) of this Agreement. The Interim Servicer shall be responsible for obtaining from each Subservicer and delivering to the Purchaser and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Subsection 12A.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Subsection 12A.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Subsection 12A.05 as and when required to be delivered.

(b) It shall not be necessary for the Interim Servicer to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor. The Interim Servicer shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Depositor and such Master Servicer) of the role and function of each Subcontractor utilized by the Interim Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

(c) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Interim Servicer shall cause any such Subcontractor used by the Interim Servicer (or by any Subservicer) for the benefit of the Purchaser and any Depositor to comply with the provisions of Subsections 12A.05 and 12A.07 of this Agreement to the same extent as if such Subcontractor were the Interim Servicer. The Interim Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Subsection 12A.05, in each case as and when required to be delivered.

Subsection 12A.07. Indemnification; Remedies.

(a) The Interim Servicer and the Seller shall jointly and severally indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided in written or electronic form under this Section 12A by or on behalf of the Seller or the Interim Servicer, or provided under this Section 12A by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Seller Information”), or (B) the omission or alleged omission to state in the Seller Information a material fact required to be stated in the Seller Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Seller Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Seller Information or any portion thereof is presented together with or separately from such other information;

(ii) any breach by the Seller or the Interim Servicer of its obligations under this Section 12A, including particularly any failure by the Seller, the Interim Servicer, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 12A, including any failure by the Interim Servicer to identify pursuant to Subsection 12A.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB;

(iii) any breach by the Interim Servicer of a representation or warranty set forth in Subsection 12A.02(a) or in a writing furnished pursuant to Subsection 12A.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Seller or the Interim Servicer of a representation or warranty in a writing furnished pursuant to Subsection 12A.02(b) to the extent made as of a date subsequent to such closing date; or

(iv) (A) with respect to the delivery of any certification or report required under Subsections 12A.04 or 12A.05, the negligence, bad faith or willful misconduct of the Seller or the Interim Servicer and (B) with respect to all other obligations of the Seller or the Interim Servicer pursuant to this Section 12A, the gross negligence, bad faith or willful misconduct of the Seller or Interim Servicer.

If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Seller and the Interim Servicer agree that they shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Seller or the Interim Servicer, as applicable, on the other.

In the case of any failure of performance described in clause (a)(ii) of this Subsection, the Seller or the Interim Servicer, as applicable, shall promptly reimburse the Purchaser, any Depositor, as applicable, and each Person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Seller, the Interim Servicer, any Subservicer, any Subcontractor or any Third-Party Originator.

This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

(b) (i) Any failure by the Seller, the Interim Servicer, any Subservicer, any Subcontractor or any Third-Party Originator to deliver any information, report, certification, accountants’ letter or other material when and as required under this Section 12A, or any breach by the Interim Servicer of a representation or warranty set forth in Subsection 12A.02(a) or in a writing furnished pursuant to Subsection 12A.02(b) and made as of a date prior to the closing date of the related Securitization Transaction, to the extent that such breach is not cured by such closing date, or any breach by the Interim Servicer of a representation or warranty in a writing furnished pursuant to Subsection 12A.02(b) to the extent made as of a date subsequent to such closing date, shall, except as provided in clause (ii) of this paragraph, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Seller or the Interim Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Interim Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Interim Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Interim Servicer as servicer, such provision shall be given effect.

(ii) Any failure by the Interim Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Subsections 12A.04 or 12A.05, including (except as provided in the following paragraph) any failure by the Interim Servicer to identify pursuant to Subsection 12A.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten (10) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default with respect to the Interim Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Interim Servicer as servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Interim Servicer; provided that to the extent that any provision of this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of the Interim Servicer as servicer, such provision shall be given effect.

Neither the Purchaser nor any Depositor shall be entitled to terminate the rights and obligations of the Interim Servicer pursuant to this subparagraph (b)(ii) if a failure of the Interim Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans.

(iii) The Interim Servicer shall promptly reimburse the Purchaser (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Purchaser (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Interim Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Purchaser or any Depositor may have under other provisions of this Agreement and/or any applicable Reconstitution Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

(bb) Subsection 14.01(ix) of the Agreement is hereby amended by deleting the phrase “Sections 11.23, 11.24 or 11.34” in its entirety and replacing it with the phrase “Subsections 11.23, 11.24, 12A.04 or 12A.05”.

(cc) The last sentence of Section 16 of the Agreement is hereby amended (i) by deleting the words “Subsection 7.03 or 7.04” in their entirety and replacing them with the words “Subsection 7.03, 7.04 or 7.05” and (ii) by deleting the words “Subsections 7.01, 7.02, 7.03 and 7.04” in their entirety and replacing them with the words “Subsections 7.01, 7.02, 7.03, 7.04 and 7.05”

(dd) Section 24 of the Agreement is hereby amended by deleting the words “Subsection 7.03 or 7.04” in the fourth sentence thereof in their entirety and replacing them with the words “Subsection 7.03, 7.04 or 7.05.”

(ee) The Agreement is hereby amended by adding the following as Section 33:

SECTION 33. Third Party Beneficiary. For purposes of the Agreement, including but not limited to Subsection 11.27 and Section 12A, any Master Servicer shall be considered a third party beneficiary to the Agreement entitled to all the rights and benefits accruing to any Master Servicer herein as if it were a direct party to this Agreement.

(ff) Exhibit 1 to the Agreement is hereby amended by adding the following new paragraph 9 immediately following paragraph 8 thereof:

9. Each person whose name, title and signature appears on Attachment V hereto is duly authorized to execute on behalf of the Company any and all documents in connection with the sale and servicing of the Mortgage Loans in accordance with the Purchase Agreement.

(gg) The first paragraph of Subsection 11.01 of the Agreement is hereby amended by (i) inserting the phrase “or through the utilization of a Subservicer or a Subcontractor” immediately after the phrase “and shall have full power and authority, acting alone” and (ii) inserting the following sentence at the end thereto: “The Interim Servicer shall be responsible for any and all acts of a Subservicer and a Subcontractor, and the Interim Servicer’s utilization of a Subservicer or a Subcontractor shall in no way relieve the liability of the Interim Servicer under this Agreement.”

(hh) Exhibit 8 to the Agreement is hereby amended by deleting the third paragraph of Subsection 11.01 thereto in its entirety and replacing it with the following:

Notwithstanding anything in this Agreement to the contrary, in the event of a Principal Prepayment in full or in part of a Mortgage Loan, the Interim Servicer may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i) the Interim Servicer determines that such waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Charge and the Mortgage Loan, and the waiver of such Prepayment Charge is standard and customary in servicing similar Mortgage Loans (including the waiver of a Prepayment Charge in connection with a refinancing of the Mortgage Loan related to a default or a reasonably foreseeable default) or (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by subsequent changes in applicable law. In no event shall the Interim Servicer waive a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is not related to a default or a reasonably foreseeable default. If the Interim Servicer waives or does not collect all or a portion of a Prepayment Charge relating to a Principal Prepayment in full or in part due to any action or omission of the Interim Servicer, other than as provided above, the Interim Servicer shall deposit the amount of such Prepayment Charge (or such portion thereof as had been waived for deposit) into the Custodial Account at the time of such prepayment for distribution in accordance with the terms of this Agreement.

(ii) Exhibit 8 to the Agreement is hereby amended by deleting the second and third sentences of Subsection 11.10 in their entirety thereof and replacing them with the following:

“If the Mortgaged Property is in an area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Flood Emergency Management Agency as having special flood hazards and such flood insurance has been made available, the Interim Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the greater of (i) the lesser of (a) the outstanding principal balance of the Mortgage Loan (plus any additional amount required to prevent the Mortgagor from being deemed a co-insurer) or (b) 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, or (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended. The Seller also shall maintain on any REO Property, fire and hazard insurance with extended coverage 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 plus accrued interest at the Mortgage Interest Rate and related Servicing Advances, liability insurance and flood insurance in an amount which is at least equal to the greater of (i) the lesser of (a) the outstanding principal balance of the Mortgage Loan (plus any additional amount required to prevent the Mortgagor from being deemed a co-insurer), or (b) 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, or (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended.”

(jj) Subsection 11.14 of the Agreement is hereby amended by deleting the second paragraph thereto in its entirety and replacing it with the following:

DB STRUCTURED PRODUCTS
BANK:	BANK OF NEW YORK
ABA:	021000018
ACCT #:	GLA/111569
ACCT NAME:	DPX
ATTN:	Rob Barreto
RE:	NC CAPITAL CORPORATION

(kk) Subsection 11.15 of the Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following:

No later than the fifth Business Day of each month, the Interim Servicer shall furnish to the Purchaser or its designee an electronic (which shall be provided in Excel format and delivered via email to DBWholeLoanOps@List.Db.com) and a hard copy of the monthly data in the form of report attached hereto as Exhibit 11.

(ll) Subsection 11.24 of Exhibit 8 of the Agreement is hereby amended by deleting the last paragraph in its entirety and replacing it with the following:

Notwithstanding the foregoing, the Interim Servicer’s obligation to deliver a USAP Report under this Subsection, as to the Interim Servicer or any Subservicer, as to any calendar year, beginning with the report required in March 2007, shall be satisfied if an assessment of compliance and attestation report is delivered in compliance with Subsection 12A.05 for such calendar year with respect to that entity.

(mm) Exhibit 1 of the Agreement is hereby amended by appending a new Attachment V thereto in the form of Attachment I hereto.

(nn) The Agreement is hereby amended by deleting Exhibit 11 in its entirety and inserting Exhibit 11 in the form of Annex A attached hereto.

(oo) The Agreement is hereby amended by deleting Exhibit 12 in its entirety and inserting Exhibit 12 in the form of Annex B attached hereto .

(pp) The Agreement is hereby amended by inserting Exhibit 13 in the form of Annex C attached hereto at the end thereto.

(qq) The Agreement is hereby amended by deleting all references to “Pass-Through Transfer” in its entirety and replacing it with “Securitization Transaction”.

(rr) The Agreement is hereby amended by deleting all references to “Sub-Servicer” in its entirety and replacing it with “Subservicer”

SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

SECTION 4. Governing Law. This Amendment Number Three shall be construed in accordance with the laws of the State of New York and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws without regard to conflict of laws doctrine applied in such state (other than Section 5-1401 or 5-1402 of the New York General Obligations Law).

SECTION 5. Counterparts. This Amendment Number Three may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. An executed counterpart signature page delivered by facsimile shall have the same binding effect as an original signature page.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Amendment Number Three to be executed and delivered by their duly authorized officers as of the day and year first above written.

NC CAPITAL CORPORATION

(Seller)

By:___________________________

Name:_________________________

Title:__________________________

NEW CENTURY MORTGAGE CORPORATION

(Interim Servicer)

By:___________________________

Name:_________________________

Title:__________________________

DB STRUCTURED PRODUCTS, INC.

(Purchaser)

By:___________________________

Name:_________________________

Title:__________________________

By:___________________________

Name:_________________________

Title:__________________________

ATTACHMENT I

ATTACHMENT V

AUTHORIZED SIGNATORIES

Name

Title

Signature

ANNEX A

EXHIBIT 11

FORM OF MONTHLY SERVICER’S REPORT

Field	Description
SELLER	Name of Seller (available from "Seller Management" module under "Code" field, required field)
ME_AS_OF_DATE	Cut off date of report (required field)
INV_NUMBER	Investor Number
SERVICER_ID	Servicer loan number
SELLER_LOANID	Seller loan number (required field)
CUSIP	DB Cusip number
LNAME	Last name of borrower
FNAME	First name of borrower
DATE_TRADE_FUND	Date of loan's funding with DB, I.e. date that Deutsche Bank bought the loan from the seller
INTEREST_RATE	Gross interest rate on loan as of end of month being reported
NET_INTEREST_RATE	Net interest rate on loan as of end of month being reported
PRIN_INT_PYMT	P&I on loan as of end of month being reported
LIEN	Lien of the loan
IO_FLAG	Optional: Y/N flag for Interest-Only loans (where applicable)
BEG_UPB_ACT	Beginning actual balance
BEG_UPB_SCH	Beginning scheduled balance
END_UPB_ACT	Ending actual balance
END_UPB_SCH	Ending scheduled balance
PAID_THRU_DATE	Paid through date of the loan (required field)
NEXT_DUE_DATE	Next due date at end of month being reported (required field)
DAYS_DELQ	Days delinquent at end of month being reported
PIF_DATE	Payoff date (required field)
PRIN_AMT_ACT	Actual collected principal remitted to DB
PRIN_AMT_SCH	Scheduled principal remitted to DB
CURTAILMENT	Curtailment remitted to DB (required field)
INT_AMT_ACT	Actual collected interest remitted to DB
INT_AMT_SCH	Scheduled interest remitted to DB
PREPAY_PENALTY_AMT	PPP remitted to DB
SERVICE_FEE_SCH	Service fee charged per loan for the month being reported on a scheduled pool
SERVICE_FEE_ACT	Service fee charged per loan for the month being reported on a actual pool
STATUS	Status of loan as of end of month being reported; "BKCY" = loan is in bankruptcy (chapter given by "BKCY_CHAPTER" field; "FBRE" = loan is on a forbearance plan; "FCLS" = loan is in foreclosure; "REO" = loan is in REO (required field)
BKCY_CHAPTER	Bankruptcy chapter filed
BKCY_START_DATE	Bankruptcy start date
FCLS_START_DATE	Foreclosure start date
REO_TRANSFER_DATE	REO transfer date
MISC_ADJ1	Loan level breakdown of any miscellaneous adjustment
COMMENT1	Comment describing nature of misc_adj1
NON_CASH_MISC_ADJ1	Loan level breakdown of any non cash miscellaneous adjustment

COMMENT1	Comment describing nature of non cash misc_adj1
MISC_ADJ2	Loan level breakdown of any miscellaneous adjustment
COMMENT2	Comment describing nature of misc_adj2
NON_CASH_MISC_ADJ2	Loan level breakdown of any non cash miscellaneous adjustment
COMMENT2	Comment describing nature of non cash misc_adj1
TOT_REMIT	Loan level total amount remitted to DB
[NEG_AM]	[Amount of Negative Amortization, if any]

ANNEX B

EXHIBIT 12

FORM OF BACK-UP CERTIFICATION

I am the _______________________ of NC CAPITAL CORPORATION and, in such capacity, the officer in charge of the Seller’s responsibility on Exhibit 13 to the Agreement. I hereby certify to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee], and their officers, with the knowledge and intent that they will rely upon this certification, that:

(i) I have reviewed the servicer compliance statement of the Seller provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Seller’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all other data, servicing reports, officer’s certificates and information relating to the performance of the Seller under the terms of the Agreement during 200[ ] that were delivered to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Seller Servicing Information”);

(ii) Based on my knowledge, the reports and information comprising the Seller Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading as of the period covered by or the date of such reports or information or the date of this certification;

(iii) Based on my knowledge, all of the Seller Servicing Information required to be provided by the Seller under the Agreement has been provided to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee];

(iv) I am responsible for reviewing the activities performed by the Seller under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Seller has fulfilled its obligations under the Agreement in all material respects; and

(v) The Compliance Statement required to be delivered by the Seller pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Seller and by each Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. The Servicing Assessment and the Attestation Report cover all times of the servicing criteria identified on Exhibit 13 to the Agreement as applicable to the Seller. Any material instances of noncompliance described in such reports have been disclosed to the [Depositor] [Master Servicer]. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. The following material instances of noncompliance identified in the Servicing Assessment and the Attestation Report relate to the performance or obligations of the Seller under the Agreement: ____________ (if none, state “None.”)

NC CAPITAL CORPORATION

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by [the Seller] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:


*Servicing Criteria*		*Applicable* *Servicing* *Criteria*
Reference	Criteria
	General Servicing Considerations

1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X


*Servicing Criteria*		*Applicable* *Servicing* *Criteria*
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	[X]
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	[X]
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	[X]
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a 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).	X


*Servicing Criteria*		*Applicable* *Servicing* *Criteria*
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s 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.	X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	[X]

ATTACHMENT 3

Monthly Data

Calculation of Realized Loss/Gain Form 332- Instruction Sheet

NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages are due on the remittance report date. Late submissions may result in claims not being passed until the following month. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.

b) The numbers on the 332 form correspond with the numbers listed below.

Liquidation and Acquisition Expenses:

The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

4-12.

Complete as applicable. Required documentation:

* For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period

of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.

* For escrow advances - complete payment history

(to calculate advances from last positive escrow balance forward)

* Other expenses - copies of corporate advance history showing all payments

* REO repairs > $1500 require explanation

* REO repairs >$3000 require evidence of at least 2 bids.

* Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer Certificate

* Unusual or extraordinary items may require further documentation.

13.

The total of lines 1 through 12.

Credits:

14-21.

Complete as applicable. Required documentation:

* Copy of the HUD 1 from the REO sale. If a 3^rd Party Sale, bid instructions and Escrow Agent / Attorney

Letter of Proceeds Breakdown.

* Copy of EOB for any MI or gov't guarantee

* All other credits need to be clearly defined on the 332 form

22.

The total of lines 14 through 21.

Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.

Total Realized Loss (or Amount of Any Gain)

23.

The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis ( ).

Exhibit: Calculation of Realized Loss/Gain Form 332

Prepared by: __________________	Date: _______________
Phone: ______________________	Email Address:_____________________


Servicer Loan No.		Servicer Name		Servicer Address

WELLS FARGO BANK, N.A. Loan No._____________________________

Borrower's Name: _________________________________________________________

Property Address: _________________________________________________________

Liquidation Type:

Was this loan granted a Bankruptcy deficiency or cramdown

Yes

If “Yes”, provide deficiency or cramdown amount__________________________

Liquidation and Acquisition Expenses:
(1)	Actual Unpaid Principal Balance of Mortgage Loan	$ ______________	(1)
(2)	Interest accrued at Net Rate	________________	(2)
(3)	Accrued Servicing Fees	________________	(3)
(4)	Attorney's Fees	________________	(4)
(5)	Taxes (see page 2)	________________	(5)
(6)	Property Maintenance	________________	(6)
(7)	MI/Hazard Insurance Premiums (see page 2)	________________	(7)
(8)	Utility Expenses	________________	(8)
(9)	Appraisal/BPO	________________	(9)
(10)	Property Inspections	________________	(10)
(11)	FC Costs/Other Legal Expenses	________________	(11)
(12)	Other (itemize)	________________	(12)
	Cash for Keys__________________________	________________	(12)
	HOA/Condo Fees_______________________	________________	(12)
	______________________________________	________________	(12)
	(13)

	Total Expenses	$ _______________
Credits:
(14)	Escrow Balance	$ _______________	(14)
(15)	HIP Refund	________________	(15)
(16)	Rental Receipts	________________	(16)
(17)	Hazard Loss Proceeds	________________	(17)
(18)	Primary Mortgage Insurance / Gov’t Insurance	________________	(18a)
HUD Part A

HUD Part B		________________	(18b)
(19)	Pool Insurance Proceeds	________________	(19)
(20)	Proceeds from Sale of Acquired Property	________________	(20)
(21)	Other (itemize)	________________	(21)
	_________________________________________	________________	(21)

	Total Credits	$________________	(22)
Total Realized Loss (or Amount of Gain)		$________________	(23)

Escrow Disbursement Detail


Type (Tax /Ins.)	Date Paid	Period of Coverage	Total Paid	Base Amount	Penalties	Interest

Standard File Layout - Delinquency Reporting


Column/Header Name	Description	Decimal	Format Comment
SERVICER_LOAN_NBR	A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR
LOAN_NBR	A unique identifier assigned to each loan by the originator.
CLIENT_NBR	Servicer Client Number
SERV_INVESTOR_NBR	Contains a unique number as assigned by an external servicer to identify a group of loans in their system.
BORROWER_FIRST_NAME	First Name of the Borrower.
BORROWER_LAST_NAME	Last name of the borrower.
PROP_ADDRESS	Street Name and Number of Property
PROP_STATE	The state where the property located.
PROP_ZIP	Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE	The date that the borrower's next payment is due to the servicer at the end of processing cycle, as reported by Servicer.		MM/DD/YYYY
LOAN_TYPE	Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE	The date a particular bankruptcy claim was filed.		MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE	The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR	The case number assigned by the court to the bankruptcy filing.
POST_PETITION_DUE_DATE	The payment due date once the bankruptcy has been approved by the courts		MM/DD/YYYY
BANKRUPTCY_DCHRG_DISM_DATE	The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted.		MM/DD/YYYY
LOSS_MIT_APPR_DATE	The Date The Loss Mitigation Was Approved By The Servicer		MM/DD/YYYY
LOSS_MIT_TYPE	The Type Of Loss Mitigation Approved For A Loan Such As;
LOSS_MIT_EST_COMP_DATE	The Date The Loss Mitigation /Plan Is Scheduled To End/Close		MM/DD/YYYY
LOSS_MIT_ACT_COMP_DATE	The Date The Loss Mitigation Is Actually Completed		MM/DD/YYYY
FRCLSR_APPROVED_DATE	The date DA Admin sends a letter to the servicer with instructions to begin foreclosure proceedings.		MM/DD/YYYY
ATTORNEY_REFERRAL_DATE	Date File Was Referred To Attorney to Pursue Foreclosure		MM/DD/YYYY
FIRST_LEGAL_DATE	Notice of 1st legal filed by an Attorney in a Foreclosure Action		MM/DD/YYYY
FRCLSR_SALE_EXPECTED_DATE	The date by which a foreclosure sale is expected to occur.		MM/DD/YYYY
FRCLSR_SALE_DATE	The actual date of the foreclosure sale.		MM/DD/YYYY
FRCLSR_SALE_AMT	The amount a property sold for at the foreclosure sale.	2	No commas(,) or dollar signs ($)
EVICTION_START_DATE	The date the servicer initiates eviction of the borrower.		MM/DD/YYYY
EVICTION_COMPLETED_DATE	The date the court revokes legal possession of the property from the borrower.		MM/DD/YYYY
LIST_PRICE	The price at which an REO property is marketed.	2	No commas(,) or dollar signs ($)
LIST_DATE	The date an REO property is listed at a particular price.		MM/DD/YYYY
OFFER_AMT	The dollar value of an offer for an REO property.	2	No commas(,) or dollar signs ($)
OFFER_DATE_TIME	The date an offer is received by DA Admin or by the Servicer.		MM/DD/YYYY
REO_CLOSING_DATE	The date the REO sale of the property is scheduled to close.		MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE	Actual Date Of REO Sale		MM/DD/YYYY
OCCUPANT_CODE	Classification of how the property is occupied.
PROP_CONDITION_CODE	A code that indicates the condition of the property.


PROP_INSPECTION_DATE	The date a property inspection is performed.		MM/DD/YYYY
APPRAISAL_DATE	The date the appraisal was done.		MM/DD/YYYY
CURR_PROP_VAL	The current "as is" value of the property based on brokers price opinion or appraisal.	2
REPAIRED_PROP_VAL	The amount the property would be worth if repairs are completed pursuant to a broker's price opinion or appraisal.	2
If applicable:
DELINQ_STATUS_CODE	FNMA Code Describing Status of Loan
DELINQ_REASON_CODE	The circumstances which caused a borrower to stop paying on a loan. Code indicates the reason why the loan is in default for this cycle.
MI_CLAIM_FILED_DATE	Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company.		MM/DD/YYYY
MI_CLAIM_AMT	Amount of Mortgage Insurance Claim Filed		No commas(,) or dollar signs ($)
MI_CLAIM_PAID_DATE	Date Mortgage Insurance Company Disbursed Claim Payment		MM/DD/YYYY
MI_CLAIM_AMT_PAID	Amount Mortgage Insurance Company Paid On Claim	2	No commas(,) or dollar signs ($)
POOL_CLAIM_FILED_DATE	Date Claim Was Filed With Pool Insurance Company		MM/DD/YYYY
POOL_CLAIM_AMT	Amount of Claim Filed With Pool Insurance Company	2	No commas(,) or dollar signs ($)
POOL_CLAIM_PAID_DATE	Date Claim Was Settled and The Check Was Issued By The Pool Insurer		MM/DD/YYYY
POOL_CLAIM_AMT_PAID	Amount Paid On Claim By Pool Insurance Company	2	No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE	Date FHA Part A Claim Was Filed With HUD		MM/DD/YYYY
FHA_PART_A_CLAIM_AMT	Amount of FHA Part A Claim Filed	2	No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE	Date HUD Disbursed Part A Claim Payment		MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT	Amount HUD Paid on Part A Claim	2	No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE	Date FHA Part B Claim Was Filed With HUD		MM/DD/YYYY
FHA_PART_B_CLAIM_AMT	Amount of FHA Part B Claim Filed	2	No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE	Date HUD Disbursed Part B Claim Payment		MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT	Amount HUD Paid on Part B Claim	2	No commas(,) or dollar signs ($)
VA_CLAIM_FILED_DATE	Date VA Claim Was Filed With the Veterans Admin		MM/DD/YYYY
VA_CLAIM_PAID_DATE	Date Veterans Admin. Disbursed VA Claim Payment		MM/DD/YYYY
VA_CLAIM_PAID_AMT	Amount Veterans Admin. Paid on VA Claim	2	No commas(,) or dollar signs ($)

Exhibit: Standard File Codes - Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:

·	ASUM-	Approved Assumption
·	BAP-	Borrower Assistance Program
·	CO-	Charge Off
·	DIL-	Deed-in-Lieu
·	FFA-	Formal Forbearance Agreement

·	MOD-	Loan Modification
·	PRE-	Pre-Sale
·	SS-	Short Sale
·	MISC-	Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.

The Occupant Code field should show the current status of the property code as follows:

The Property Condition field should show the last reported condition of the property as follows:

Exhibit: Standard File Codes - Delinquency Reporting, Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:


Delinquency Code	Delinquency Description
001	FNMA-Death of principal mortgagor
002	FNMA-Illness of principal mortgagor
003	FNMA-Illness of mortgagor’s family member
004	FNMA-Death of mortgagor’s family member
005	FNMA-Marital difficulties
006	FNMA-Curtailment of income
007	FNMA-Excessive Obligation
008	FNMA-Abandonment of property
009	FNMA-Distant employee transfer
011	FNMA-Property problem
012	FNMA-Inability to sell property
013	FNMA-Inability to rent property
014	FNMA-Military Service
015	FNMA-Other
016	FNMA-Unemployment
017	FNMA-Business failure
019	FNMA-Casualty loss
022	FNMA-Energy environment costs
023	FNMA-Servicing problems
026	FNMA-Payment adjustment
027	FNMA-Payment dispute
029	FNMA-Transfer of ownership pending
030	FNMA-Fraud
031	FNMA-Unable to contact borrower
INC	FNMA-Incarceration

Exhibit: Standard File Codes - Delinquency Reporting, Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:


Status Code	Status Description
09	Forbearance
17	Pre-foreclosure Sale Closing Plan Accepted
24	Government Seizure
26	Refinance
27	Assumption
28	Modification
29	Charge-Off
30	Third Party Sale
31	Probate
32	Military Indulgence
43	Foreclosure Started
44	Deed-in-Lieu Started
49	Assignment Completed
61	Second Lien Considerations
62	Veteran’s Affairs-No Bid
63	Veteran’s Affairs-Refund
64	Veteran’s Affairs-Buydown
65	Chapter 7 Bankruptcy
66	Chapter 11 Bankruptcy
67	Chapter 13 Bankruptcy

Standard File Layout - Master Servicing
Column Name	Description	Decimal	Format Comment	Max Size
SER_INVESTOR_NBR	A value assigned by the Servicer to define a group of loans.		Text up to 10 digits	20
LOAN_NBR	A unique identifier assigned to each loan by the investor.		Text up to 10 digits	10
SERVICER_LOAN_NBR	A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR.		Text up to 10 digits	10
BORROWER_NAME	The borrower name as received in the file. It is not separated by first and last name.		Maximum length of 30 (Last, First)	30
SCHED_PAY_AMT	Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant.	2	No commas(,) or dollar signs ($)	11
NOTE_INT_RATE	The loan interest rate as reported by the Servicer.	4	Max length of 6	6
NET_INT_RATE	The loan gross interest rate less the service fee rate as reported by the Servicer.	4	Max length of 6	6
SERV_FEE_RATE	The servicer's fee rate for a loan as reported by the Servicer.	4	Max length of 6	6
SERV_FEE_AMT	The servicer's fee amount for a loan as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
NEW_PAY_AMT	The new loan payment amount as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
NEW_LOAN_RATE	The new loan rate as reported by the Servicer.	4	Max length of 6	6
ARM_INDEX_RATE	The index the Servicer is using to calculate a forecasted rate.	4	Max length of 6	6
ACTL_BEG_PRIN_BAL	The borrower's actual principal balance at the beginning of the processing cycle.	2	No commas(,) or dollar signs ($)	11
ACTL_END_PRIN_BAL	The borrower's actual principal balance at the end of the processing cycle.	2	No commas(,) or dollar signs ($)	11
BORR_NEXT_PAY_DUE_DATE	The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer.		MM/DD/YYYY	10
SERV_CURT_AMT_1	The first curtailment amount to be applied.	2	No commas(,) or dollar signs ($)	11
SERV_CURT_DATE_1	The curtailment date associated with the first curtailment amount.		MM/DD/YYYY	10
CURT_ADJ_ AMT_1	The curtailment interest on the first curtailment amount, if applicable.	2	No commas(,) or dollar signs ($)	11


SERV_CURT_AMT_2	The second curtailment amount to be applied.	2	No commas(,) or dollar signs ($)	11
SERV_CURT_DATE_2	The curtailment date associated with the second curtailment amount.		MM/DD/YYYY	10
CURT_ADJ_ AMT_2	The curtailment interest on the second curtailment amount, if applicable.	2	No commas(,) or dollar signs ($)	11
SERV_CURT_AMT_3	The third curtailment amount to be applied.	2	No commas(,) or dollar signs ($)	11
SERV_CURT_DATE_3	The curtailment date associated with the third curtailment amount.		MM/DD/YYYY	10
CURT_ADJ_AMT_3	The curtailment interest on the third curtailment amount, if applicable.	2	No commas(,) or dollar signs ($)	11
PIF_AMT	The loan "paid in full" amount as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
PIF_DATE	The paid in full date as reported by the Servicer.		MM/DD/YYYY	10
			Action Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution, 65=Repurchase,70=REO	2
ACTION_CODE	The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan.			2
INT_ADJ_AMT	The amount of the interest adjustment as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
SOLDIER_SAILOR_ADJ_AMT	The Soldier and Sailor Adjustment amount, if applicable.	2	No commas(,) or dollar signs ($)	11
NON_ADV_LOAN_AMT	The Non Recoverable Loan Amount, if applicable.	2	No commas(,) or dollar signs ($)	11
LOAN_LOSS_AMT	The amount the Servicer is passing as a loss, if applicable.	2	No commas(,) or dollar signs ($)	11
SCHED_BEG_PRIN_BAL	The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors.	2	No commas(,) or dollar signs ($)	11
SCHED_END_PRIN_BAL	The scheduled principal balance due to investors at the end of a processing cycle.	2	No commas(,) or dollar signs ($)	11
SCHED_PRIN_AMT	The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans.	2	No commas(,) or dollar signs ($)	11
SCHED_NET_INT	The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans.	2	No commas(,) or dollar signs ($)	11
ACTL_PRIN_AMT	The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans.	2	No commas(,) or dollar signs ($)	11


ACTL_NET_INT	The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans.	2	No commas(,) or dollar signs ($)	11
PREPAY_PENALTY_ AMT	The penalty amount received when a borrower prepays on his loan as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
PREPAY_PENALTY_ WAIVED	The prepayment penalty amount for the loan waived by the servicer.	2	No commas(,) or dollar signs ($)	11

MOD_DATE	The Effective Payment Date of the Modification for the loan.		MM/DD/YYYY	10
MOD_TYPE	The Modification Type.		Varchar - value can be alpha or numeric	30
DELINQ_P&I_ADVANCE_AMT	The current outstanding principal and interest advances made by Servicer.	2	No commas(,) or dollar signs ($)	11

ATTACHMENT 4

EXHIBIT 13

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by [the Seller] [Name of Subservicer] shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:


*Servicing Criteria*		*Applicable* *Servicing* *Criteria*
Reference	Criteria
	General Servicing Considerations

1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X


*Servicing Criteria*		*Applicable* *Servicing* *Criteria*
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	X
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X
1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a 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).	X


*Servicing Criteria*		*Applicable* *Servicing* *Criteria*
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s 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.	X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

SCHEDULE 1


ARTICLE I DEFINITIONS		13
SECTION 1.01.	Defined Terms.	13
SECTION 1.02.	Allocation of Certain Interest Shortfalls.	104

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES		107
SECTION 2.01.	Conveyance of the Mortgage Loans.	107
SECTION 2.02.	Acceptance of REMIC I by Trustee.	108
SECTION 2.03.	Repurchase or Substitution of Mortgage Loans.	108
SECTION 2.04.	Representations and Warranties of the Master Servicer.	111
SECTION 2.05.	Representations, Warranties and Covenants of the Servicer.	113
SECTION 2.06.	Issuance of the REMIC I Regular Interests and the Class R-I Interest.	115
SECTION 2.07.	Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II and REMIC III by the Trustee.	115
SECTION 2.08.	Issuance of the Residual Certificates.	116
SECTION 2.09.	Establishment of the Trust.	116
SECTION 2.10.	Purpose and Powers of the Trust.	116
SECTION 2.11.	Representations and Warranties of the Trustee.	117

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS		118
SECTION 3.01.	The Servicer to Act as Servicer.	118
SECTION 3.02.	Sub-Servicing Agreements Between the Servicer and Sub-Servicers.	121
SECTION 3.03.	Successor Sub-Servicers.	123
SECTION 3.04.	No Contractual Relationship Between Sub-Servicer, Subcontractor, Master Servicer, Trustee or the Certificateholders.	123
SECTION 3.05.	Assumption or Termination of Sub-Servicing Agreement by Successor Servicer.	123
SECTION 3.06.	Collection of Certain Mortgage Loan Payments.	124
SECTION 3.07.	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.	124
SECTION 3.08.	Collection Account and Distribution Account.	125
SECTION 3.09.	Withdrawals from the Collection Account and Distribution Account.	128
SECTION 3.10.	Investment of Funds in the Investment Accounts.	130
SECTION 3.11.	Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage and Primary Mortgage Insurance.	132
SECTION 3.12.	Enforcement of Due-on-Sale Clauses; Assumption Agreements.	134
SECTION 3.13.	Realization Upon Defaulted Mortgage Loans.	135
SECTION 3.14.	Trustee to Cooperate; Release of Mortgage Files.	137
SECTION 3.15.	Servicing Compensation.	138
SECTION 3.16.	Collection Account Statements.	139
SECTION 3.17.	Annual Statement as to Compliance.	139

SECTION 3.18.	Assessments of Compliance and Attestation Reports.	140
SECTION 3.19.	Annual Certification; Indemnification and Remedies; Additional Information.	141
SECTION 3.20.	Access to Certain Documentation.	145
SECTION 3.21.	Title, Management and Disposition of REO Property.	145
SECTION 3.22.	Obligations of the Servicer in Respect of Prepayment Interest Shortfalls; Relief Act Interest Shortfalls.	148
SECTION 3.23.	Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments.	149
SECTION 3.24.	Reserve Fund.	149
SECTION 3.25.	Advance Facility.	150
SECTION 3.26.	Indemnification.	152
SECTION 3.27.	Additional Representations and Warranties.	153

ARTICLE IV ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE MASTER SERVICER		154
SECTION 4.01.	Master Servicer.	154
SECTION 4.02.	REMIC-Related Covenants.	155
SECTION 4.03.	Monitoring of Servicer.	155
SECTION 4.04.	Fidelity Bond.	156
SECTION 4.05.	Power to Act; Procedures.	156
SECTION 4.06.	Due-on-Sale Clauses; Assumption Agreements.	157
SECTION 4.07.	Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.	158
SECTION 4.08.	Standard Hazard Insurance and Flood Insurance Policies.	158
SECTION 4.09.	Presentment of Claims and Collection of Proceeds.	158
SECTION 4.10.	Maintenance of Primary Mortgage Insurance Policies.	159
SECTION 4.11.	Trustee to Retain Possession of Certain Insurance Policies and Documents.	159
SECTION 4.12.	Realization Upon Defaulted Mortgage Loans.	160
SECTION 4.13.	Compensation for the Master Servicer.	160
SECTION 4.14.	REO Property.	160
SECTION 4.15.	Master Servicer Annual Statement of Compliance.	161
SECTION 4.16.	Master Servicer Assessments of Compliance.	161
SECTION 4.17.	Master Servicer Attestation Reports.	163
SECTION 4.18.	Annual Certification.	164
SECTION 4.19.	Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.	164
SECTION 4.20.	Prepayment Penalty Verification.	165

ARTICLE V PAYMENTS TO CERTIFICATEHOLDERS		166
SECTION 5.01.	Distributions.	166
SECTION 5.02.	Statements to Certificateholders.	182
SECTION 5.03.	Servicer Reports; P&I Advances.	186
SECTION 5.04.	Allocation of Realized Losses.	187
SECTION 5.05.	Compliance with Withholding Requirements.	190

SECTION 5.06.	Reports Filed with Securities and Exchange Commission.	191
SECTION 5.07.	Supplemental Interest Trust.	196
SECTION 5.08.	Tax Treatment of Swap Payments and Swap Termination Payments.	198
SECTION 5.09.	Supplemental Interest Trust Posted Collateral Account	199
ARTICLE VI	THE CERTIFICATES	201
SECTION 6.01.	The Certificates.	201
SECTION 6.02.	Registration of Transfer and Exchange of Certificates.	203
SECTION 6.03.	Mutilated, Destroyed, Lost or Stolen Certificates.	210
SECTION 6.04.	Persons Deemed Owners.	210
SECTION 6.05.	Certain Available Information.	211

ARTICLE VII THE DEPOSITOR, THE SERVICER AND THE MASTER SERVICER		212
SECTION 7.01.	Liability of the Depositor, the Servicer and the Master Servicer.	212
SECTION 7.02.	Merger or Consolidation of the Depositor, the Servicer or the Master Servicer.	212
SECTION 7.03.	Limitation on Liability of the Depositor, the Servicer, the Master Servicer and Others.	213
SECTION 7.04.	Limitation on Resignation of the Servicer.	214
SECTION 7.05.	Limitation on Resignation of the Master Servicer.	215
SECTION 7.06.	Assignment of Master Servicing.	215
SECTION 7.07.	Rights of the Depositor in Respect of the Servicer and the Master Servicer.	216
SECTION 7.08.	Duties of the Credit Risk Manager.	217
SECTION 7.09.	Limitation Upon Liability of the Credit Risk Manager.	217
SECTION 7.10.	Removal of the Credit Risk Manager.	218

ARTICLE VIII DEFAULT		219
SECTION 8.01.	Servicer Events of Default.	219
SECTION 8.02.	Master Servicer to Act; Appointment of Successor.	224
SECTION 8.03.	Notification to Certificateholders.	225
SECTION 8.04.	Waiver of Servicer Events of Default.	226

ARTICLE IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR		227
SECTION 9.01.	Duties of Trustee and Securities Administrator.	227
SECTION 9.02.	Certain Matters Affecting Trustee and Securities Administrator.	228
SECTION 9.03.	Trustee and Securities Administrator not Liable for Certificates or Mortgage Loans.	231
SECTION 9.04.	Trustee and Securities Administrator May Own Certificates.	231
SECTION 9.05.	Fees and Expenses of Trustee, Custodian and Securities Administrator.	231
SECTION 9.06.	Eligibility Requirements for Trustee and Securities Administrator.	232
SECTION 9.07.	Resignation and Removal of Trustee and Securities Administrator.	233
SECTION 9.08.	Successor Trustee or Securities Administrator.	234
SECTION 9.09.	Merger or Consolidation of Trustee or Securities Administrator.	235
SECTION 9.10.	Appointment of Co-Trustee or Separate Trustee.	235

SECTION 9.11.	Appointment of Office or Agency.	236
SECTION 9.12.	Representations and Warranties.	236

ARTICLE X TERMINATION		238
SECTION 10.01.	Termination Upon Repurchase or Liquidation of All Mortgage Loans.	238
SECTION 10.02.	Additional Termination Requirements.	241

ARTICLE XI REMIC PROVISIONS		243
SECTION 11.01.	REMIC Administration.	243
SECTION 11.02.	Prohibited Transactions and Activities.	245
SECTION 11.03.	Indemnification.	246

ARTICLE XII MISCELLANEOUS PROVISIONS		247
SECTION 12.01.	Amendment.	247
SECTION 12.02.	Recordation of Agreement; Counterparts.	248
SECTION 12.03.	Limitation on Rights of Certificateholders.	249
SECTION 12.04.	Governing Law.	249
SECTION 12.05.	Notices.	249
SECTION 12.06.	Severability of Provisions.	250
SECTION 12.07.	Notice to Rating Agencies.	250
SECTION 12.08.	Article and Section References.	251
SECTION 12.09.	Grant of Security Interest.	251
SECTION 12.10.	Survival of Indemnification.	252
SECTION 12.11.	Intention of the Parties and Interpretation.	252
SECTION 12.12.	Indemnification.	253

Exhibit A-1	Form of Class A Certificate
Exhibit A-2	Form of Class M-[1][2][3][4][5][6][7][8][9] Certificate
Exhibit A-3	Form of Class M-[10][11] Certificate
Exhibit A-4	Form of Class CE Certificate
Exhibit A-5	Form of Class P Certificate
Exhibit A-6	Form of Class R Certificate
Exhibit B-1	Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of the Class M-10 Certificates, Class M-11 Certificates, Class P Certificates, Class CE Certificates and Residual Certificates Pursuant to Rule 144A Under the Securities Act
Exhibit B-2	Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of the Class M-10 Certificates, Class M-11 Certificates, Class P Certificates, Class CE Certificates and Residual Certificates Pursuant to Rule 501(a) Under the Securities Act
Exhibit B-3	Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates
Exhibit C	Form of Back-Up Certification
Exhibit D	Form of Power of Attorney
Exhibit E	Servicing Criteria
Exhibit F	Mortgage Loan Purchase Agreement
Exhibit G	Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit H	Additional Disclosure Notification
Exhibit I	Swap Agreement
Exhibit J	Assignment, Assumption and Recognition Agreement

Schedule 1	Mortgage Loan Schedule
Schedule 2	Prepayment Charge Schedule
Schedule 3	Reserved
Schedule 4	Standard File Layout - Delinquency Reporting and Realized Losses and Gains
Schedule 5	Standard File Layout - Master Servicing
Schedule 6	Data Requirements of Servicing Advances Incurred Prior to Cut-off Date

Designation	REMIC I Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date⁽¹⁾
IA	Variable⁽²⁾		$ 0.10	December 2036
IA-1-A	Variable⁽²⁾		$ 3,281,484.45	December 2036
IA-1-B	Variable⁽²⁾		$ 3,281,484.45	December 2036
IA-2-A	Variable⁽²⁾		$ 3,942,669.22	December 2036
IA-2-B	Variable⁽²⁾		$ 3,942,669.22	December 2036
IA-3-A	Variable⁽²⁾		$ 4,595,570.25	December 2036
IA-3-B	Variable⁽²⁾		$ 4,595,570.25	December 2036
IA-4-A	Variable⁽²⁾		$ 5,235,044.42	December 2036
IA-4-B	Variable⁽²⁾		$ 5,235,044.42	December 2036
IA-5-A	Variable⁽²⁾		$ 5,855,845.80	December 2036
IA-5-B	Variable⁽²⁾		$ 5,855,845.80	December 2036
IA-6-A	Variable⁽²⁾		$ 6,452,684.72	December 2036
IA-6-B	Variable⁽²⁾		$ 6,452,684.72	December 2036
IA-7-A	Variable⁽²⁾		$ 7,020,233.34	December 2036
IA-7-B	Variable⁽²⁾		$ 7,020,233.34	December 2036
IA-8-A	Variable⁽²⁾		$ 7,552,140.84	December 2036
IA-8-B	Variable⁽²⁾		$ 7,552,140.84	December 2036
IA-9-A	Variable⁽²⁾		$ 8,033,838.42	December 2036
IA-9-B	Variable⁽²⁾		$ 8,033,838.42	December 2036
IA-10-A	Variable⁽²⁾		$ 8,174,108.68	December 2036
IA-10-B	Variable⁽²⁾		$ 8,174,108.68	December 2036

Designation	REMIC II Remittance Rate	Initial Uncertificated Balance	Latest Possible Maturity Date (1)
AA	Variable⁽²⁾	$ 735,682,142.38	December 2036
A-1A	Variable⁽²⁾	$ 2,055,930.00	December 2036
A-1B	Variable⁽²⁾	$ 1,553,030.00	December 2036
A-2A	Variable⁽²⁾	$ 1,190,075.00	December 2036
A-2B	Variable⁽²⁾	$ 473,395.00	December 2036
A-2C	Variable⁽²⁾	$ 390,785.00	December 2036
A-2D	Variable⁽²⁾	$ 447,445.00	December 2036
M-1	Variable⁽²⁾	$ 247,730.00	December 2036
M-2	Variable⁽²⁾	$ 225,210.00	December 2036
M-3	Variable⁽²⁾	$ 135,125.00	December 2036
M-4	Variable⁽²⁾	$ 123,865.00	December 2036
M-5	Variable⁽²⁾	$ 120,110.00	December 2036
M-6	Variable⁽²⁾	$ 108,850.00	December 2036
M-7	Variable⁽²⁾	$ 105,095.00	December 2036
M-8	Variable⁽²⁾	$ 60,055.00	December 2036
M-9	Variable⁽²⁾	$ 67,565.00	December 2036
M-10	Variable⁽²⁾	$ 37,535.00	December 2036
M-11	Variable⁽²⁾	$ 71,315.00	December 2036
ZZ	Variable⁽²⁾	$ 7,600,806.27	December 2036
P	Variable⁽²⁾	$ 100.00	December 2036
IO	Variable⁽²⁾	(3)	December 2036
IA-SUB	Variable⁽²⁾	$ 9,395.70	December 2036
IA-GRP	Variable⁽²⁾	$ 50,514.30	December 2036
IB-SUB	Variable⁽²⁾	$ 7,097.44	December 2036
IB-GRP	Variable⁽²⁾	$ 38,158.04	December 2036
II-SUB	Variable⁽²⁾	$ 11,432.88	December 2036
II-GRP	Variable⁽²⁾	$ 61,466.88	December 2036
XX	Variable⁽²⁾	$ 750,517,998.41	December 2036

Designation	Pass-Through Rate	Initial Aggregate Certificate Principal Balance	Latest Possible Maturity Date ⁽¹⁾
Class A-1A	Variable⁽²⁾	$ 411,186,000.00	December 2036
Class A-1B	Variable⁽²⁾	$ 310,606,000.00	December 2036
Class A-2A	Variable⁽²⁾	$ 238,015,000.00	December 2036
Class A-2B	Variable⁽²⁾	$ 94,679,000.00	December 2036
Class A-2C	Variable⁽²⁾	$ 78,157,000.00	December 2036
Class A-2D	Variable⁽²⁾	$ 89,489,000.00	December 2036
Class M-1	Variable⁽²⁾	$ 49,546,000.00	December 2036
Class M-2	Variable⁽²⁾	$ 45,042,000.00	December 2036
Class M-3	Variable⁽²⁾	$ 27,025,000.00	December 2036
Class M-4	Variable⁽²⁾	$ 24,773,000.00	December 2036
Class M-5	Variable⁽²⁾	$ 24,022,000.00	December 2036
Class M-6	Variable⁽²⁾	$ 21,770,000.00	December 2036
Class M-7	Variable⁽²⁾	$ 21,019,000.00	December 2036
Class M-8	Variable⁽²⁾	$ 12,011,000.00	December 2036
Class M-9	Variable⁽²⁾	$ 13,513,000.00	December 2036
Class M-10	Variable⁽²⁾	$ 7,507,000.00	December 2036
Class M-11	Variable⁽²⁾	$ 14,263,000.00	December 2036
Class P	N/A⁽³⁾	$ 100.00	December 2036
Class CE	N/A⁽⁴⁾	$ 18,769,127.31	December 2036
Class IO Interest	N/A⁽⁵⁾	⁽⁵⁾	December 2036

REMIC II Regular Interest		Class
REMIC II Regular Interest A-1A		A-1A
REMIC II Regular Interest A-1B		A-1B
REMIC II Regular Interest A-2A		A-2A
REMIC II Regular Interest A-2B		A-2B
REMIC II Regular Interest A-2C		A-2C
REMIC II Regular Interest A-2D		A-2D
REMIC II Regular Interest M-1		M-1
REMIC II Regular Interest M-2		M-2
REMIC II Regular Interest M-3		M-3
REMIC II Regular Interest M-4		M-4
REMIC II Regular Interest M-5		M-5
REMIC II Regular Interest M-6		M-6
REMIC II Regular Interest M-7		M-7
REMIC II Regular Interest M-8		M-8
REMIC II Regular Interest M-9		M-9
REMIC II Regular Interest M-10		M-10
REMIC II Regular Interest M-11		M-11
REMIC II Regular Interest P		P

Distribution Date	REMIC I Regular Interest	Rate
1	IA-1-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-1-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
2	IA-2-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-2-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate REMIC I Remittance Rate
	II-2-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate REMIC I Remittance Rate
	IA-1-A	REMIC I Remittance Rate
	IB-1-A	REMIC I Remittance Rate
	II-1-A	REMIC I Remittance Rate
3	IA-3-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-3-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-3-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A and IA-2-A	REMIC I Remittance Rate
	IB-1-A and IB-2-A	REMIC I Remittance Rate
	II-1-A and II-2-A	REMIC I Remittance Rate
4	IA-4-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-4-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-4-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-3-A	REMIC I Remittance Rate
	IB-1-A through IB-3-A	REMIC I Remittance Rate
	II-1-A through II-3-A	REMIC I Remittance Rate
5	IA-5-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-5-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-5-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-4-A	REMIC I Remittance Rate
	IB-1-A through IB-4-A	REMIC I Remittance Rate
	II-1-A through II-4-A	REMIC I Remittance Rate
6	IA-6-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-6-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-6-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-5-A	REMIC I Remittance Rate
	IB-1-A through IB-5-A	REMIC I Remittance Rate
	II-1-A through II-5-A	REMIC I Remittance Rate
7	IA-7-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-7-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-7-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-6-A	REMIC I Remittance Rate
	II-1-A through II-6-A	REMIC I Remittance Rate

	IB-1-A through IB-6-A	REMIC I Remittance Rate
8	IA-8-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-8-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-8-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-7-A	REMIC I Remittance Rate
	IB-1-A through IB-7-A	REMIC I Remittance Rate
	II-1-A through II-7-A	REMIC I Remittance Rate
9	IA-9-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-9-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-9-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-8-A	REMIC I Remittance Rate
	IB-1-A through IB-8-A	REMIC I Remittance Rate
	II-1-A through II-8-A	REMIC I Remittance Rate
10	IA-10-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-10-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-10-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-9-A	REMIC I Remittance Rate
	IB-1-A through IB-9-A	REMIC I Remittance Rate
	II-1-A through II-9-A	REMIC I Remittance Rate
11	IA-11-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-11-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-11-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-10-A	REMIC I Remittance Rate
	IB-1-A through IB-10-A	REMIC I Remittance Rate
	II-1-A through II-10-A	REMIC I Remittance Rate
12	IA-12-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-12-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-12-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-11-A	REMIC I Remittance Rate
	IB-1-A through IB-11-A	REMIC I Remittance Rate
	II-1-A through II-11-A	REMIC I Remittance Rate
13	IA-13-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-13-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-13-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate

	IA-1-A through IA-12-A	REMIC I Remittance Rate
	IB-1-A through IB-12-A	REMIC I Remittance Rate
	II-1-A through II-12-A	REMIC I Remittance Rate
14	IA-14-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-14-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-14-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-13-A	REMIC I Remittance Rate
	IB-1-A through IB-13-A	REMIC I Remittance Rate
	II-1-A through II-13-A	REMIC I Remittance Rate
15	IA-15-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-15-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-15-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-14-A	REMIC I Remittance Rate
	IB-1-A through IB-14-A	REMIC I Remittance Rate
	II-1-A through II-14-A	REMIC I Remittance Rate
16	IA-16-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-16-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-16-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-15-A	REMIC I Remittance Rate
	IB-1-A through IB-15-A	REMIC I Remittance Rate
	II-1-A through II-15-A	REMIC I Remittance Rate
17	IA-17-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-17-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-17-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-16-A	REMIC I Remittance Rate
	IB-1-A through IB-16-A	REMIC I Remittance Rate
	II-1-A through II-16-A	REMIC I Remittance Rate
18	IA-18-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-18-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-18-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-17-A	REMIC I Remittance Rate
	IB-1-A through IB-17-A	REMIC I Remittance Rate
	II-1-A through II-17-A	REMIC I Remittance Rate
19	IA-19-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-19-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-19-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-18-A	REMIC I Remittance Rate
	IB-1-A through IB-18-A	REMIC I Remittance Rate

	II-1-A through II-18-A	REMIC I Remittance Rate
20	IA-20-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-20-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-20-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-19-A	REMIC I Remittance Rate
	IB-1-A through IB-19-A	REMIC I Remittance Rate
	II-1-A through II-19-A	REMIC I Remittance Rate
21	IA-21-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-21-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-21-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-20-A	REMIC I Remittance Rate
	IB-1-A through IB-20-A	REMIC I Remittance Rate
	II-1-A through II-20-A	REMIC I Remittance Rate
22	IA-22-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-22-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-22-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-21-A	REMIC I Remittance Rate
	IB-1-A through IB-21-A	REMIC I Remittance Rate
	II-1-A through II-21-A	REMIC I Remittance Rate
23	IA-23-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-23-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-23-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-22-A	REMIC I Remittance Rate
	IB-1-A through IB-22-A	REMIC I Remittance Rate
	II-1-A through II-22-A	REMIC I Remittance Rate
24	IA-24-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-24-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-24-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-23-A	REMIC I Remittance Rate
	IB-1-A through IB-23-A	REMIC I Remittance Rate
	II-1-A through II-23-A	REMIC I Remittance Rate
25	IA-25-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-25-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-25-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-24-A	REMIC I Remittance Rate
	IB-1-A through IB-24-A	REMIC I Remittance Rate

	II-1-A through II-24-A	REMIC I Remittance Rate
26	IA-26-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-26-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-26-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-25-A	REMIC I Remittance Rate
	IB-1-A through IB-25-A	REMIC I Remittance Rate
	II-1-A through II-25-A	REMIC I Remittance Rate
27	IA-27-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-27-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-27-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-26-A	REMIC I Remittance Rate
	IB-1-A through IB-26-A	REMIC I Remittance Rate
	II-1-A through II-26-A	REMIC I Remittance Rate
28	IA-28-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-28-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-28-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-27-A	REMIC I Remittance Rate
	IB-1-A through IB-27-A	REMIC I Remittance Rate
	II-1-A through II-27-A	REMIC I Remittance Rate
29	IA-29-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-29-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-29-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-28-A	REMIC I Remittance Rate
	IB-1-A through IB-28-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-28-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
30	IA-30-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-30-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-30-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-29-A	REMIC I Remittance Rate
	IB-1-A through IB-29-A	REMIC I Remittance Rate
	II-1-A through II-29-A	REMIC I Remittance Rate
31	IA-31-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-31-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-31-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-30-A	REMIC I Remittance Rate
	IB-1-A through IB-30-A	REMIC I Remittance Rate

	II-1-A through II-30-A	REMIC I Remittance Rate
32	IA-32-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-32-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-32-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-31-A	REMIC I Remittance Rate
	IB-1-A through IB-31-A	REMIC I Remittance Rate
	II-1-A through II-31-A	REMIC I Remittance Rate
33	IA-33-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-33-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-33-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-32-A	REMIC I Remittance Rate
	IB-1-A through IB-32-A	REMIC I Remittance Rate
	II-1-A through II-32-A	REMIC I Remittance Rate
34	IA-34-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-34-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-34-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-33-A	REMIC I Remittance Rate
	IB-1-A through IB-33-A	REMIC I Remittance Rate
	II-1-A through II-33-A	REMIC I Remittance Rate
35	IA-35-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-35-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-35-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-34-A	REMIC I Remittance Rate
	IB-1-A through IB-34-A	REMIC I Remittance Rate
	II-1-A through II-34-A	REMIC I Remittance Rate
36	IA-36-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-36-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-36-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-35-A	REMIC I Remittance Rate
	IB-1-A through IB-35-A	REMIC I Remittance Rate
	II-1-A through II-35-A	REMIC I Remittance Rate
37	IA-37-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-37-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-37-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-36-A	REMIC I Remittance Rate
	IB-1-A through IB-36-A	REMIC I Remittance Rate
	II-1-A through II-36-A	REMIC I Remittance Rate
38	IA-38-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-38-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-38-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-37-A	REMIC I Remittance Rate
	IB-1-A through IB-37-A	REMIC I Remittance Rate

	II-1-A through II-37-A	REMIC I Remittance Rate
39	IA-39-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-39-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-39-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-38-A	REMIC I Remittance Rate
	IB-1-A through IB-38-A	REMIC I Remittance Rate
	II-1-A through II-38-A	REMIC I Remittance Rate
40	IA-40-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-40-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-40-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-39-A	REMIC I Remittance Rate
	IB-1-A through IB-39-A	REMIC I Remittance Rate
	II-1-A through II-39-A	REMIC I Remittance Rate
41	IA-41-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-41-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-41-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-40-A	REMIC I Remittance Rate
	IB-1-A through IB-40-A	REMIC I Remittance Rate
	II-1-A through II-40-A	REMIC I Remittance Rate
42	IA-42-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-42-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-42-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-41-A	REMIC I Remittance Rate
	IB-1-A through IB-41-A	REMIC I Remittance Rate
	II-1-A through II-41-A	REMIC I Remittance Rate
43	IA-43-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-43-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-43-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-42-A	REMIC I Remittance Rate
	IB-1-A through IB-42-A	REMIC I Remittance Rate
	II-1-A through II-42-A	REMIC I Remittance Rate

44	IA-44-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-44-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-44-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-43-A	REMIC I Remittance Rate
	IB-1-A through IB-43-A	REMIC I Remittance Rate

	II-1-A through II-43-A	REMIC I Remittance Rate
45	IA-45-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-45-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-45-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-44-A	REMIC I Remittance Rate
	IB-1-A through IB-44-A	REMIC I Remittance Rate
	II-1-A through II-44-A	REMIC I Remittance Rate
46	IA-46-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-46-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-46-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-45-A	REMIC I Remittance Rate
	IB-1-A through IB-45-A	REMIC I Remittance Rate
	II-1-A through II-45-A	REMIC I Remittance Rate
47	IA-47-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-47-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-47-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-46-A	REMIC I Remittance Rate
	IB-1-A through IB-46-A	REMIC I Remittance Rate
	II-1-A through II-46-A	REMIC I Remittance Rate
48	IA-48-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-48-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-48-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-47-A	REMIC I Remittance Rate
	IB-1-A through IB-47-A	REMIC I Remittance Rate
	II-1-A through II-47-A	REMIC I Remittance Rate
49	IA-49-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-49-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-49-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-48-A	REMIC I Remittance Rate
	IB-1-A through IB-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
50	IA-50-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-50-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-50-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-49-A	REMIC I Remittance Rate
	IB-1-A through IB-49-A	REMIC I Remittance Rate

	II-1-A through II-49-A	REMIC I Remittance Rate
51	IA-51-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-51-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-51-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-50-A	REMIC I Remittance Rate
	IB-1-A through IB-50-A	REMIC I Remittance Rate
	II-1-A through II-50-A	REMIC I Remittance Rate
52	IA-52-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-52-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-52-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-51-A	REMIC I Remittance Rate
	IB-1-A through IB-51-A	REMIC I Remittance Rate
	II-1-A through II-51-A	REMIC I Remittance Rate
53	IA-53-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-53-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-53-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-52-A	REMIC I Remittance Rate
	IB-1-A through IB-52-A	REMIC I Remittance Rate
	II-1-A through II-52-A	REMIC I Remittance Rate
54	IA-54-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-54-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-54-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-53-A	REMIC I Remittance Rate
	IB-1-A through IB-53-A	REMIC I Remittance Rate
	II-1-A through II-53-A	REMIC I Remittance Rate
55	IA-55-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-55-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-55-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-54-A	REMIC I Remittance Rate
	IB-1-A through IB-54-A	REMIC I Remittance Rate
	II-1-A through II-54-A	REMIC I Remittance Rate
56	IA-56-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-56-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-56-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-55-A	REMIC I Remittance Rate
	IB-1-A through IB-55-A	REMIC I Remittance Rate

	II-1-A through II-55-A	REMIC I Remittance Rate
57	IA-57-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-57-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-57-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-56-A	REMIC I Remittance Rate
	IB-1-A through IB-56-A	REMIC I Remittance Rate
	II-1-A through II-56-A	REMIC I Remittance Rate
58	IA-58-A through IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-58-A through IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-58-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-57-A	REMIC I Remittance Rate
	IB-1-A through IB-57-A	REMIC I Remittance Rate
	II-1-A through II-57-A	REMIC I Remittance Rate
59	IA-59-A and IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-59-A and IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-59-A and II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-58-A	REMIC I Remittance Rate
	IB-1-A through IB-58-A	REMIC I Remittance Rate
	II-1-A through II-58-A	REMIC I Remittance Rate
60	IA-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IB-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	IA-1-A through IA-59-A	REMIC I Remittance Rate
	IB-1-A through IB-59-A	REMIC I Remittance Rate
	II-1-A through II-59-A	REMIC I Remittance Rate
thereafter	IA-1-A through IA-60-A	REMIC I Remittance Rate
	IB-1-A through IB-60-A	REMIC I Remittance Rate
	II-1-A through II-60-A	REMIC I Remittance Rate

59	II-59-A through II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-58-A	REMIC I Remittance Rate
60	II-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-59-A	REMIC I Remittance Rate
thereafter	II-1-A through II-60-A	REMIC I Remittance Rate

Distribution Date	Swap Notional Amount ($)
December 2006		1,501,392,227.00
January 2007		1,481,885,690.00
February 2007		1,458,448,790.00
March 2007		1,431,130,769.00
April 2007		1,400,011,442.00
May 2007		1,365,201,808.00
June 2007		1,326,844,310.00
July 2007		1,285,113,062.00
August 2007		1,240,219,930.00
September 2007		1,192,463,383.00
October 2007		1,143,873,010.00
November 2007		1,097,238,688.00
December 2007		1,052,514,433.00
January 2008		1,009,621,662.00
February 2008		968,485,041.00
March 2008		929,032,344.00
April 2008		891,194,329.00
May 2008		854,904,616.00
June 2008		820,099,561.00
July 2008		786,581,316.00
August 2008		753,687,672.00
September 2008		702,822,618.00
October 2008		607,809,290.00
November 2008		527,947,624.00
December 2008		461,453,102.00
January 2009		414,271,641.00
February 2009		396,029,563.00
March 2009		378,902,623.00
April 2009		362,533,848.00
May 2009		346,896,217.00
June 2009		331,948,134.00

Distribution Date	Swap Notional Amount ($)
July 2009		317,658,473.00
August 2009		303,997,647.00
September 2009		290,937,478.00
October 2009		278,451,524.00
November 2009		266,514,484.00
December 2009		255,100,696.00
January 2010		244,186,720.00
February 2010		233,750,210.00
March 2010		223,769,855.00
April 2010		214,225,420.00
May 2010		205,097,484.00
June 2010		196,367,315.00
July 2010		188,017,206.00
August 2010		180,030,254.00
September 2010		172,390,326.00
October 2010		165,082,029.00
November 2010		158,090,649.00
December 2010		151,402,131.00
January 2011		145,003,066.00
February 2011		138,880,652.00
March 2011		133,022,664.00
April 2011		127,417,426.00
May 2011		122,053,792.00
June 2011		116,921,113.00
July 2011		112,009,223.00
August 2011		107,308,372.00
September 2011		102,809,260.00
October 2011		98,498,559.00
November 2011		94,371,455.00

Distribution Date		Percentage
December 2008 to November 2009		1.25% plus 1/12 of 1.50% for each month thereafter
December 2009 to November 2010		2.75% plus 1/12 of 1.60% for each month thereafter
December 2010 to November 2011		4.35% plus 1/12 of 1.25% for each month thereafter
December 2011 to November 2012		5.60% plus 1/12 of 0.70% for each month thereafter
December 2012 to November 2013		6.30% plus 1/12 of 0.05% for each month thereafter
December 2013 and thereafter		6.35%

Distribution Date		REMIC I Regular Interests
1		IA-1-A through IA-60-A, IB-1-A through IB-60-A and II-1-A through II-60-A
2		IA-2-A through IA-60-A, IB-2-A through IB-60-A and II-2-A through II-60-A
3		IA-3-A through IA-60-A, IB-3-A through IB-60-A and II-3-A through II-60-A
4		IA-4-A through IA-60-A, IB-4-A through IB-60-A and II-4-A through II-60-A
5		IA-5-A through IA-60-A, IB-5-A through IB-60-A and II-5-A through II-60-A
6		IA-6-A through IA-60-A, IB-6-A through IB-60-A and II-6-A through II-60-A
7		IA-7-A through IA-60-A, IB-7-A through IB-60-A and II-7-A through II-60-A
8		IA-8-A through IA-60-A, IB-8-A through IB-60-A and II-8-A through II-60-A
9		IA-9-A through IA-60-A, IB-9-A through IB-60-A and II-9-A through II-60-A
10		IA-10-A through IA-60-A, IB-10-A through IB-60-A and II-10-A through II-60-A
11		IA-11-A through IA-60-A, IB-11-A through IB-60-A and II-11-A through II-60-A
12		IA-12-A through IA-60-A, IB-12-A through IB-60-A and II-12-A through II-60-A
13		IA-13-A through IA-60-A, IB-13-A through IB-60-A and II-13-A through II-60-A
14		IA-14-A through IA-60-A, IB-14-A through IB-60-A and II-14-A through II-60-A
15		IA-15-A through IA-60-A, IB-15-A through IB-60-A and II-15-A through II-60-A
16		IA-16-A through IA-60-A, IB-16-A through IB-60-A and II-16-A through II-60-A
17		IA-17-A through IA-60-A, IB-17-A through IB-60-A and II-17-A through II-60-A
18		IA-18-A through IA-60-A, IB-18-A through IB-60-A and II-18-A through II-60-A
19		IA-19-A through IA-60-A, IB-19-A through IB-60-A and II-19-A through II-60-A
20		IA-20-A through IA-60-A, IB-20-A through IB-60-A and II-20-A through II-60-A
21		IA-21-A through IA-60-A, IB-21-A through IB-60-A and II-21-A through II-60-A
22		IA-22-A through IA-60-A, IB-22-A through IB-60-A and II-22-A through II-60-A
23		IA-23-A through IA-60-A, IB-23-A through IB-60-A and II-23-A through II-60-A
24		IA-24-A through IA-60-A, IB-24-A through IB-60-A and II-24-A through II-60-A
25		IA-25-A through IA-60-A, IB-25-A through IB-60-A and II-25-A through II-60-A
26		IA-26-A through IA-60-A, IB-26-A through IB-60-A and II-26-A through II-60-A
27		IA-27-A through IA-60-A, IB-27-A through IB-60-A and II-27-A through II-60-A
28		IA-28-A through IA-60-A, IB-28-A through IB-60-A and II-28-A through II-60-A
29		IA-29-A through IA-60-A, IB-29-A through IB-60-A and II-29-A through II-60-A
30		IA-30-A through IA-60-A, IB-30-A through IB-60-A and II-30-A through II-60-A
31		IA-31-A through IA-60-A, IB-31-A through IB-60-A and II-31-A through II-60-A
32		IA-32-A through IA-60-A, IB-32-A through IB-60-A and II-32-A through II-60-A
33		IA-33-A through IA-60-A, IB-33-A through IB-60-A and II-33-A through II-60-A
34		IA-34-A through IA-60-A, IB-34-A through IB-60-A and II-34-A through II-60-A
35		IA-35-A through IA-60-A, IB-35-A through IB-60-A and II-35-A through II-60-A
36		IA-36-A through IA-60-A, IB-36-A through IB-60-A and II-36-A through II-60-A
37		IA-37-A through IA-60-A, IB-37-A through IB-60-A and II-37-A through II-60-A
38		IA-38-A through IA-60-A, IB-38-A through IB-60-A and II-38-A through II-60-A
39		IA-39-A through IA-60-A, IB-39-A through IB-60-A and II-39-A through II-60-A
40		IA-40-A through IA-60-A, IB-40-A through IB-60-A and II-40-A through II-60-A
41		IA-41-A through IA-60-A, IB-41-A through IB-60-A and II-41-A through II-60-A
42		IA-42-A through IA-60-A, IB-42-A through IB-60-A and II-42-A through II-60-A
43		IA-43-A through IA-60-A, IB-43-A through IB-60-A and II-43-A through II-60-A
44		IA-44-A through IA-60-A, IB-44-A through IB-60-A and II-44-A through II-60-A
45		IA-45-A through IA-60-A, IB-45-A through IB-60-A and II-45-A through II-60-A
46		IA-46-A through IA-60-A, IB-46-A through IB-60-A and II-46-A through II-60-A
47		IA-47-A through IA-60-A, IB-47-A through IB-60-A and II-47-A through II-60-A
48		IA-48-A through IA-60-A, IB-48-A through IB-60-A and II-48-A through II-60-A
49		IA-49-A through IA-60-A, IB-49-A through IB-60-A and II-49-A through II-60-A
50		IA-50-A through IA-60-A, IB-50-A through IB-60-A and II-50-A through II-60-A
51		IA-51-A through IA-60-A, IB-51-A through IB-60-A and II-51-A through II-60-A
52		IA-52-A through IA-60-A, IB-52-A through IB-60-A and II-52-A through II-60-A
53		IA-53-A through IA-60-A, IB-53-A through IB-60-A and II-53-A through II-60-A
54		IA-54-A through IA-60-A, IB-54-A through IB-60-A and II-54-A through II-60-A
55		IA-55-A through IA-60-A, IB-55-A through IB-60-A and II-55-A through II-60-A
56		IA-56-A through IA-60-A, IB-56-A through IB-60-A and II-56-A through II-60-A
57		IA-57-A through IA-60-A, IB-57-A through IB-60-A and II-57-A through II-60-A
58		IA-58-A through IA-60-A, IB-58-A through IB-60-A and II-58-A through II-60-A
59		IA-59-A and IA-60-A, IB-59-A and IB-60-A and II-59-A and II-60-A
60		IA-60-A, IB-60-A and II-60-A
thereafter		$0.00

Series 2006-NC3, Class A-[1A][1B][2A][2B][2C][2D]		Aggregate Certificate Principal Balance of the Class A-[1A][1B][2A][2B][2C][2D] Certificates as of the Issue Date: $_____________
Pass-Through Rate: Variable		Denomination: $____________
Date of Pooling and Servicing Agreement and Cut-off Date: November 1, 2006		Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: December 26, 2006		Trustee: HSBC Bank USA, National Association
No. __		Issue Date: November 30, 2006
		CUSIP: ________________

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT -	Custodian (Cust) (Minor) under Uniform Gifts to Minors Act
TEN ENT	-	as tenants by the entireties		___________________ (State)
JT TEN	-	as joint tenants with right if survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

Dated:
	Signature by or on behalf of assignor


	Signature Guaranteed

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
assignee named above, or
its agent.

Series 2006-NC3, Class M-[1][2][3][4][5][6][7][8][9]		Aggregate Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9] Certificates as of the Issue Date: $______________
Pass-Through Rate: Variable		Denomination: $______________
Date of Pooling and Servicing Agreement and Cut-off Date: November 1, 2006		Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: December 26, 2006		Trustee: HSBC Bank USA, National Association
No.___		Issue Date: November 30, 2006
		CUSIP:_________________

Series 2006-NC3, Class M-[10][11]		Aggregate Certificate Principal Balance of the Class M-[10][11] Certificates as of the Issue Date: $______________
Pass-Through Rate: Variable		Denomination: $______________
Date of Pooling and Servicing Agreement and Cut-off Date: November 1, 2006		Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: December 26, 2006		Trustee: HSBC Bank USA, National Association
No.___		Issue Date: November 30, 2006
		CUSIP:_________________

Series 2006-NC3, Class CE		Aggregate Certificate Principal Balance of the Class CE Certificates as of the Issue Date: $_____________
Pass-Through Rate: Variable		Denomination: $_________________
Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2006		Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: December 26, 2006		Trustee: HSBC Bank USA, National Association
No. __		Issue Date: November 30, 2006

Series 2006-NC3, Class P		Aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date: $100.00
Date of Pooling and Servicing Agreement and Cut-off Date: November 1, 2006		Denomination: $100.00
First Distribution Date: December 26, 2006		Master Servicer: Wells Fargo Bank, N.A.
No. __		Trustee: HSBC Bank USA, National Association
		Issue Date: November 30, 2006

Series 2006-NC3, Class R		Aggregate Percentage Interest of the Class R Certificates as of the Issue Date: 100.00%
Date of Pooling and Servicing Agreement and Cut-off Date: November 1, 2006		Master Servicer: Wells Fargo Bank, N.A.
First Distribution Date: December 26, 2006		Trustee: HSBC Bank USA, National Association
No __		Issue Date: November 30, 2006

	___	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 banking institution organized under the laws of any State, 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.
	___	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 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.