Unassociated Document

FLOW SERVICING AGREEMENT

This Flow Servicing Agreement (the “Agreement”) is entered into as of the 1^st day of January 2006, by and between AVELO MORTGAGE, L.L.C. (the “Servicer”), a Delaware limited liability company and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (the “Owner”).

WHEREAS, the Owner has purchased certain conventional, residential, fixed and adjustable rate, first and second lien mortgage loans (the “Mortgage Loans”) and the right to service such Mortgage Loans and the right to retain the servicing fee and certain ancillary income related to the Mortgage Loans (the “Servicing Rights”) from various originators which were delivered as whole loans on a servicing released basis pursuant to the related Purchase Agreement (as defined below) by and between the Owner and Seller (as defined below);

WHEREAS, the Servicer regularly services residential mortgage loans and is or will be servicing the Mortgage Loans pursuant to this Agreement;

WHEREAS, the Owner will retain ownership of the Servicing Rights and the right to sell or assign the Servicing Rights; and

WHEREAS, the Owner desires, and the Servicer has agreed to service and administer the Mortgage Loans that become subject to this Agreement on an “at-will” basis, and the parties desire to provide the terms and conditions of such servicing by the Servicer.

NOW, THEREFORE, in consideration of the mutual covenants made herein and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. The following terms are defined as follows (except as otherwise agreed by the parties).

Accepted Servicing Practices: With respect to any Mortgage Loan or REO Property, each of (a) those mortgage servicing practices (including collection procedures) of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located and in compliance with all applicable federal, state and local laws which (i) servicing practices are in compliance with all federal, state and local laws and regulations, (ii) shall be in accordance with the Servicer’s policies and procedures as amended from time to time for mortgage loans of the same type, (iii) are in accordance with the terms of the Mortgage and the Mortgage Note and (iv) at a minimum based on the requirements set forth from time to time by Fannie Mae.

Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan.

Advance Facility: As defined in Section 8.03.

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

Agreement: This agreement between the Owner and the Servicer for the servicing and administration of the Mortgage Loans.

Ancillary Income: All income derived from the Mortgage Loans (other than payments or other collections in respect of principal, interest, Escrow Payments, Servicing Fees and prepayment penalties or premiums attributable to the Mortgage Loans), including but not limited to interest received on funds deposited in the Custodial Account or any Escrow Account (subject to applicable law), all late charges, assumption fees, reconveyance fees, subordination fees, demand statement fees, modification fees, if any, escrow account benefits, reinstatement fees, fees received with respect to checks on bank drafts returned by the related bank for insufficient funds, and other similar types of fees arising from or in connection with any Mortgage Loan to the extent not otherwise payable to the Mortgagor under applicable law or pursuant to the terms of the related Mortgage Note.

Appraised Value: The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

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

BPO: A broker price opinion.

Business Day: Any day other than (i) a Saturday or Sunday, (ii) a day on which banking and savings and loan institutions in (a) the State of New York, (b) the state in which the Servicer’s servicing operations are located or (c) or (iii) the State in which the Custodian’s operations are located, are authorized or obligated by law or executive order to be closed.

CLTV: As of any date and as to any Second Lien Loan, the ratio, expressed as a percentage, of (a) the sum of (i) the outstanding principal balance of the Second Lien Loan and (ii) the outstanding principal balance of as of such date of any mortgage loan or mortgage loans that are senior or equal in priority to the Second Lien Loan and which are secured by the same Mortgaged Property to (b) the Appraised Value as determined pursuant to the Underwriting Guidelines of the related Mortgaged Property as of the origination of the Second Lien Loan.

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

Commission: The United States Securities and Exchange Commission.

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

Custodial Account: The separate account or accounts created and maintained pursuant to Section 2.04.

Custodial Agreement: With respect to each Mortgage Loan, the agreement between the Owner and the custodian of the Mortgage Loan Documents for such Mortgage Loan, governing the retention of the originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other documents constituting the related Mortgage Loan Documents.

Custodian: With respect to each Mortgage Loan, the custodian of the Mortgage Loan Documents under the related Custodial Agreement, or its successor in interest or permitted assigns, or any successor to the Custodian under the related Custodial Agreement as therein provided.

Cut-off Date: The date set forth as such in the related Purchase Agreement.

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

Determination Date: The last day of the month preceding the related Remittance Date.

Due Date: The day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

Due Period: With respect to amounts collected by the Servicer and required to be remitted to the Owner on each Remittance Date, the period commencing on the first day of the month and ending on the last day of the month preceding the month of the Remittance Date.

Eligible Investments: Any one or more of the obligations and securities listed below which investment provides for a date of maturity not later than one day prior to the Remittance Date in each month (or such other date as permitted under this Agreement):

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

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

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

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

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

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

(vii) any other demand, money market, common trust fund or time deposit or obligation, or interest-bearing or other security or investment rated in the highest rating category by each Rating Agency;

provided, however, that (a) any such instrument shall be acceptable to the Rating Agencies, and (b) no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations.

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Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be maintained by the Servicer pursuant to Section 2.12.

Escrow Account: The separate account or accounts created and maintained pursuant to Section 2.06.

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

Event of Default: Any one of the conditions or circumstances enumerated in Section 10.01.

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

Fannie Mae: The Federal National Mortgage Association, or any successor thereto.

Fannie Mae Guides: The Fannie Mae Sellers’ Guide and the Fannie Mae Servicing Guide and all amendments or additions thereto.

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

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

Fidelity Bond: A fidelity bond to be maintained by the Servicer pursuant to Section 2.11.

First Lien Loan: A Mortgage Loan secured by a first lien Mortgage on the related Mortgaged Property.

Fitch: Fitch, Inc., or its successor in interest.

Fixed Rate Mortgage Loan: A fixed rate mortgage loan purchased pursuant to this Agreement.

Flood Zone Service Contract: A transferable contract maintained for a 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.

Freddie Mac: The Federal Home Loan Mortgage Corporation, or any successor thereto.

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

High Cost Loan: A Mortgage Loan (a) covered by the HOEPA, or (b) classified as a “high cost,” “threshold,” “covered,” “predatory” or similar loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees).

HOEPA: The federal Home Ownership and Equity Protection Act of 1994, as amended.

HOEPA Loan: A Mortgage Loan which (a) the Owner has identified to the Servicer in the Mortgage Loan Schedule as being subject to HOEPA, or (b) which the Servicer discovers is subject to HOEPA.

HUD: The Department of Housing and Urban Development, or any federal agency or official thereof which may from time to time succeed to the functions thereof with regard to FHA Mortgage Insurance. The term “HUD,” for purposes of this Agreement, is also deemed to include subdivisions thereof such as the FHA and Government National Mortgage Association.

Index: With respect to each Adjustable Rate Mortgage Loan, the index set forth in the related Mortgage Note.

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

Interest Rate Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the date, specified in the related Mortgage Note and the Mortgage Loan Schedule, on which the Mortgage Interest Rate is adjusted.

Lifetime Rate Cap: The provision of each Mortgage Note related to an Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage Interest Rate thereunder. The Mortgage Interest Rate during the terms of each Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest Rate at the time of origination of such Adjustable Rate Mortgage Loan by more than the amount per annum set forth in the related Mortgage Loan Documents.

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

Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the ratio (expressed as a percentage) of the outstanding principal amount of the Mortgage Loan, to the lesser of (a) the Appraised Value of the Mortgaged Property at origination or (b) if the Mortgage Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price of the Mortgaged Property.

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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 as to which the related mortgage or assignment of Mortgage has been recorded in the name of MERS, as agent for the holder from time to time of the Mortgage Note and which is identified as a MERS Mortgage Loan on the related Mortgage Loan Schedule.

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

MIN: The Mortgage Identification Number of Mortgage Loans registered with MERS on the MERS® System.

MOM Loan: Any Mortgage Loan where MERS acts as the mortgagee of record of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.

Monthly Advance: The portion of Monthly Payment delinquent with respect to each Mortgage Loan at the close of business on the Business Day immediately preceding the Remittance Date required to be advanced by the Servicer pursuant to Section 3.04.

Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan, or the scheduled monthly payment of interest, if no principal is due.

Moody’s: Moody’s Investors Service, Inc., and any successor thereto.

Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien, in the case of a First Lien Loan, or a second lien, in the case of a Second Lien Loan, on an unsubordinated estate in fee simple in real property securing the Mortgage Note; except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the mortgage, deed of trust or other instrument securing the Mortgage Note may secure and create a first lien, in the case of a First Lien Loan, or a second lien, in the case of a Second Lien Loan, upon a leasehold estate of the Mortgagor.

Mortgage File: The items pertaining to a particular Mortgage Loan referred to in Schedule 3 hereto, and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

Mortgage Interest Rate: The annual rate of interest borne on a Mortgage Note with respect to each Mortgage Loan.

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Mortgage Loan Documents: The documents listed on Schedule 2 hereto pertaining to any Mortgage Loan.

Mortgage Loan Package: A pool of Mortgage Loans to be serviced by the Servicer hereunder and identified in the related Notice Letter.

Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the annual rate of interest remitted to the Owner, which shall be equal to the Mortgage Interest Rate minus the Servicing Fee.

Mortgage Loan Schedule: The schedule of Mortgage Loans with respect to a Mortgage Loan Package, in a form mutually agreed upon by the Owner and the Servicer, to be delivered by the Owner to the Servicer, which schedule shall include such fields as the Owner and the Servicer may from time to time agree upon, including, on the date of this Agreement, the following information with respect to each Mortgage Loan: (1) the name of the Seller and the Seller’s Mortgage Loan identifying number; (2) the Mortgagor’s 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, a second home or investment property; (5) the number and type of residential units constituting the Mortgaged Property (i.e. a single family residence, a 2-4 family residence, a unit in a condominium project or a unit in a planned unit development, manufactured housing); (6) the original months to maturity or the remaining months to maturity from the related Cut-off Date, in any case based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule; (7) the Loan-to-Value Ratio at origination; (8) with respect to First Lien Loans, the LTV and with respect to Second Lien Loans, the CLTV; (9) the Mortgage Interest Rate as of the related Cut-off Date; (10) the date on which the 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; (11) the stated maturity date; (12) the amount of the Monthly Payment as of the related Cut-off Date; (13) the last payment date on which a Monthly Payment was actually applied to pay interest and the outstanding principal balance; (14) the original principal amount of the Mortgage Loan; (15) the principal balance of the Mortgage Loan as of the close of business on the related Cut-off Date, after deduction of payments of principal due and collected on or before the related Cut-off Date; (16) with respect to Adjustable Rate Mortgage Loans, the Interest Rate Adjustment Date; (17) with respect to Adjustable Rate Mortgage Loans, the Gross Margin; (18) with respect to Adjustable Rate Mortgage Loans, the Lifetime Rate Cap under the terms of the Mortgage Note; (19) with respect to Adjustable Rate Mortgage Loans, a code indicating the type of Index; (20) with respect to Adjustable Rate Mortgage Loans, the Periodic Rate Cap under the terms of the Mortgage Note; (21) with respect to Adjustable Rate Mortgage Loans, the Periodic Rate Floor under the terms of the Mortgage Note; (22) the type of Mortgage Loan (i.e., Fixed Rate Mortgage Loan, Adjustable Rate Mortgage Loan, First Lien Mortgage Loan, Second Lien Mortgage Loan); (23) a code indicating the purpose of the loan (i.e., purchase, rate and term refinance, equity take-out refinance); (24) a code indicating the documentation style (i.e. full, alternative or reduced); (25) the loan credit classification (as described in the applicable Underwriting Guidelines); (26) whether such Mortgage Loan provides for a prepayment penalty or premium; (27) the prepayment penalty or premium period of such Mortgage Loan, if applicable; (28) a description of the prepayment penalty or premium, if applicable; (29) the Mortgage Interest Rate as of origination; (30) the credit risk score (FICO score) at origination; (31) the date of origination; (32) the Mortgage Interest Rate adjustment period; (33) the Mortgage Interest Rate adjustment percentage; (34) the Mortgage Interest Rate floor; (35) the Mortgage Interest Rate calculation method (i.e., 30/360, simple interest, other); (36) a code indicating whether the Mortgage Loan is a Section 32 Mortgage Loan; (37) a code indicating whether the Mortgage Loan is assumable; (38) a code indicating whether the Mortgage Loan has been modified; (39) the one year payment history; (40) the Due Date for the first Monthly Payment; (41) the original Monthly Payment due; (42) with respect to the related Mortgagor, the debt-to-income ratio; (43) the Appraised Value of the Mortgaged Property; (44) the sales price of the Mortgaged Property if the Mortgage Loan was originated in connection with the purchase of the Mortgaged Property; (45) the MERS identification number, (46) if the Mortgage Loan has borrower paid, lender paid or deep primary mortgage insurance coverage and, if so, (i) the insurer’s name, (ii) the policy or certification number, (iii) the premium rate and (iv) the coverage percentage, (47) with respect to Second Lien Loans, the outstanding principal balance of the superior lien, (48) a code indicating whether the Mortgage Loan is a HOEPA Loan, (49) a code indicating whether the Mortgage Loan is a High Cost Loan, (50) a code indicating whether the Mortgage Loan is a subject to a buydown, (51) flood zone and flood insurance coverage information with respect to each Mortgage Loan (to the extent known by the Owner), and (52) the applicable Servicing Fee Rate. With respect to the Mortgage Loans 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 aggregate outstanding 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.

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

Mortgaged Property: The real property (or leasehold estate, if applicable) securing repayment of the debt evidenced by a Mortgage Note.

Mortgagor: The obligor on a Mortgage Note.

Nonrecoverable Advance: Any Servicing Advance or Monthly Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property which, in the good faith judgment of the Servicer, will not or, in the case of a proposed advance, would not, be ultimately recoverable from related Insurance Proceeds, Liquidation Proceeds or otherwise from such Mortgage Loan or REO Property. The determination by the Servicer that it has made a Nonrecoverable Advance or that any proposed Servicing Advance or Monthly Advance, if made, would constitute a Nonrecoverable Advance shall be evidenced by an Officer’s Certificate delivered to the Owner.

Notice Date: As defined in Section 10.01(b).

Notice Letter: With respect to each Mortgage Loan Package subject to this Agreement, any letter, facsimile, e-mail or other communication from the Owner to the Servicer in the form of Exhibit 10 attached hereto (or including the same information as required by such form of Exhibit) identifying the Mortgage Loans to be subject to this Agreement and the related Transfer Date.

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Officer’s Certificate: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, a President or Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of the Servicer, and delivered to the Owner as required by this Agreement.

Opinion of Counsel: A written opinion of counsel, who may be counsel for the Servicer, reasonably acceptable to the Owner, provided that any Opinion of Counsel relating to (a) the qualification of any account required to be maintained pursuant to this Agreement as an Eligible Account, (b) qualification of the Mortgage Loans in a REMIC or (c) compliance with the REMIC provisions must be (unless otherwise stated in such Opinion of Counsel) an opinion of counsel who (i) is in fact independent of the related Servicer and any master servicer of the Mortgage Loans, (ii) does not have any material direct or indirect financial interest in the related Servicer or any master servicer of the related Mortgage Loans or in an Affiliate of either and (iii) is not connected with the related Servicer or any master servicer of the Mortgage Loans as an officer, employee, director, member or person performing similar functions.

Periodic Rate Cap: With respect to each Adjustable Rate Mortgage Loan, the provision of each Mortgage Note which provides for an absolute maximum amount by which the Mortgage Interest Rate therein may increase on an Interest Rate Adjustment Date above the Mortgage Interest Rate previously in effect.

Periodic Rate Floor: With respect to each Adjustable Rate Mortgage Loan, the provision of each Mortgage Note which provides for an absolute maximum amount by which the Mortgage Interest Rate therein may decrease on an Interest Rate Adjustment Date below the Mortgage Interest Rate previously in effect.

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

Prepayment Interest Shortfall Amount: With respect to any Mortgage Loan that was subject to a Principal Prepayment in full or in part during the Principal Prepayment Period, the amount if any, by which one month’s interest at the related Mortgage Loan Remittance Rate on such Principal Prepayment exceeds the amount of interest paid in connection with such Principal Prepayment.

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

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 penalty or premium thereon and 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.

Principal Prepayment Period: The month preceding the month in which the related Remittance Date occurs.

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Purchase Agreement: The agreement pursuant to which the Owner purchased the related Mortgage Loans from the related Seller.

Qualified Depository: A depository the accounts of which are insured by the FDIC or is otherwise acceptable to the Rating Agencies.

Qualified Insurer: A mortgage guaranty insurance company duly authorized and licensed where required by law to transact mortgage guaranty insurance business and approved as an insurer by Fannie Mae or Freddie Mac.

Rating Agency: Any of Fitch, Moody’s or Standard & Poor’s, or their respective successors designated by the Owner.

Reconstitution: Any Securitization Transaction or Whole Loan Transfer.

Reconstitution Agreement: Any (i) pool purchase contracts, and/or agreements among the Owner, the Servicer, Fannie Mae or Freddie Mac (as the case may be) and any servicer, (ii) in connection with a Whole Loan Transfer, a Servicer’s warranties and servicing agreement or a participation and servicing agreement, and (iii) in connection with a Securitization Transaction, a pooling and servicing agreement or similar agreement.

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 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

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 a REMIC, which appear at Section 860A through 860G of Subchapter M of Chapter 1, Subtitle A of the Code, and related provisions and regulations, rulings or pronouncements promulgated thereunder, as the foregoing may be in effect from time to time.

Remittance Date: With respect to each Mortgage Loan, the 18th day of any month, or if such 18th day is not a Business Day, the following Business Day.

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

REO Management Fee: With respect to each REO Property being managed by the Servicer, that fee set forth in the applicable Notice Letter.

REO Property: A Mortgaged Property acquired by the Servicer on behalf of the Owner through foreclosure or by deed in lieu of foreclosure.

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RESPA: The Real Estate Settlement Procedures Act, as amended from time to time.

SAIF: The Savings Association Insurance Fund, or any successor thereto.

Second Lien Loan: A Mortgage Loan secured by a second lien Mortgaged on the related Mortgaged Property.

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: With respect to each Mortgage Loan, the Seller set forth in the related Purchase Agreement

Servicer Information: As defined in Section 12.07(a).

Servicing Advances: All customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and disbursements) incurred (regardless if any such advance is not, in the reasonable determination of the Servicer, a Nonrecoverable Servicing Advance when made but, thereafter, becomes a Nonrecoverable Servicing Advance) in the performance by the Servicer of its servicing obligations (other than Monthly Advances), including, but not limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property or REO Property, (b) any fees relating to any enforcement or judicial proceedings, excluding foreclosures, but including fees and costs associated with the bankruptcy of the related Mortgagor, (c) any appraisals, valuations, broker price opinions, inspections, or environmental assessments, (d) foreclosure actions per Freddie Mac attorney fees and costs guidelines, (e) the management and liquidation of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the Mortgage, (f) taxes, assessments, water rates, sewer rents and other charges which are or may become a lien upon the Mortgaged Property, and (g) executing and recording instruments of satisfaction, deeds of reconveyance.

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

Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Owner shall pay to the Servicer on each Remittance Date, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage Loan as of the first day of such month in which the related Monthly Payment is due. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respecting which any related interest payment on a Mortgage Loan is computed. The obligation of the Owner to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds, to the extent permitted by Section 2.05) of such Monthly Payment collected by the Servicer, or as otherwise provided under Section 2.05.

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Servicing Fee Rate: With respect to each Mortgage Loan, the rate per annum specified in the related Mortgage Loan Schedule.

Servicing File: With respect to each Mortgage Loan, the file retained by the Servicer consisting of copies of the Mortgage Loan Documents listed on Schedule 2 hereto and originals of all documents in the Mortgage File as listed on Schedule 3 hereto which are not delivered to the Owner, its designee or the Custodian.

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

Special Deposit Account: Any demand deposit account established by the Servicer pursuant to an agreement with the related Qualified Depository that monies deposited in the account remain the property of the depositor thereof and are to be used specifically for the purposes set forth in this Agreement.

Standard & Poor’s: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc., and any successor thereto.

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

Static Pool Party: As defined in Section 12.03(g).

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 Company or a Subservicer.

Subsequent Transfer Date: The date on which servicing shall be transferred to a successor servicer, which shall be such date as mutually agreed in writing by the Servicer and the Owner.

Subservicer: Any Person that services Mortgage Loans on behalf of the Servicer 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 Servicer under this Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.

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Tax Service Contract: A life-of-loan tax service 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.

Transfer Date: The date or dates set forth on the related Notice Letter on which the Servicer from time to time shall commence servicing the Mortgage Loans listed on the related Notice Letter.

Transaction Servicer: As defined in Section 12.03(c).

Underwriting Guidelines: The underwriting guidelines of the related originator, as identified or specified in the related Purchase Agreement.

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

ARTICLE II

SERVICING

Section 2.01 Servicer to Act as Servicer. With respect to each Mortgage Loan in each Mortgage Loan Package, from and after the related Transfer Date, the Servicer, as an independent contractor, shall service and administer the Mortgage Loans pursuant to the terms of this Agreement, under the Servicer’s name on a scheduled/scheduled basis, and shall have full power and authority to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices. The Servicer shall acknowledge by email to the Owner its receipt of each Mortgage Loan Schedule and the Servicer’s assumption of the servicing responsibilities with respect to the related Mortgage Loan Package.

The Servicer may not 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 without the prior written consent of the Owner. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the Mortgaged Properties. If reasonably required by the Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

In servicing and administering the Mortgage Loans, the 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 Servicing Practices where such practices do not conflict with the requirements of this Agreement, the Mortgage Loan Documents or applicable law, and the Owner’s reliance on the Servicer.

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The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, Servicer shall be under no obligation to deal with any Person with respect to this Agreement or the Mortgage Loans unless the Servicer has been notified of such transfers as provided in this Section 2.01. The Owner may sell and transfer, in whole or in part, the Mortgage Loans. Upon notice thereof, Servicer shall mark its books and records to reflect the ownership of the Mortgage Loans by such assignee, and the previous Owner shall be released from its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the Owner and Servicer and their permitted successors, assignees and designees.

The Servicer shall notify MERS of the ownership interest of Owner in each MOM Loan through the MORNET system or MIDANET system, as applicable, or any other comparable system acceptable to MERS. At any time during the term of this Agreement, Owner may direct Servicer to cause any MOM Loan to be deactivated from the MERS System.

The Servicer shall be responsible for the actions of any vendors which the Servicer utilizes to carry out its obligations hereunder and any fees paid to such vendors shall be paid by the Servicer from its own funds.

Section 2.02 Liquidation of Mortgage Loans. In the event that any payment due under any Mortgage Loan and not postponed pursuant to Section 2.01 is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Servicer shall take such action as (1) the Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own account for investment, (2) shall be consistent with Accepted Servicing Practices, or (3) the Servicer shall determine prudently to be in the best interest of Owner.

Section 2.03 Collection of Mortgage Loan Payments. Continuously from the related Transfer Date until the related Subsequent Transfer Date, the Servicer shall proceed diligently to collect all payments due under each of the Mortgage Loans when the same shall become due and payable and shall take special care in ascertaining and estimating Escrow Payments and all other charges that will become due and payable with respect to the Mortgage Loans and each related Mortgaged Property, to the end that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

Section 2.04 Establishment of and Deposits to Custodial Account. The Servicer shall segregate and hold all funds collected and received pursuant to the Mortgage Loans separate and apart from any of its own funds and general assets and shall establish and maintain one or more Custodial Accounts, in the form of time deposit or demand accounts, titled “Avelo Mortgage, L.L.C., in trust for [insert Owner’s name], Residential Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors.” The Custodial Account shall be established with a Qualified Depository acceptable to the Owner. The Servicer and the Owner intend that the Custodial Account be a Special Deposit Account. Any funds deposited in the Custodial Account shall at all times be fully insured to the full extent permitted by the FDIC and as otherwise acceptable to the Rating Agencies. Funds deposited in the Custodial Account may be drawn on by the Servicer in accordance with Section 2.05. The creation of any Custodial Account shall be evidenced by a certification in the form of Exhibit 2 hereto, in the case of an account established with the Servicer, or by a letter agreement in the form of Exhibit 3 hereto, in the case of an account held by a depository other than the Servicer. A copy of such certification or letter agreement shall be furnished to the Owner and, upon request, to any subsequent Owner.

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The Servicer shall deposit in the Custodial Account within two (2) Business Days of receipt thereof, and retain therein, the following collections received by the Servicer and payments made by the Servicer after the related Transfer Date, other than payments of principal and interest due on or before the related Subsequent Transfer Date, or received by the Servicer prior to the related Subsequent Transfer Date but allocable to a period subsequent thereto:

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

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

(iii) all Liquidation Proceeds and any amounts received with respect to REO Property;

(iv) all Insurance Proceeds including amounts required to be deposited pursuant to Section 2.10 (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 Section 2.13);

(v) all Condemnation Proceeds which are not applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Section 2.15;

(vi) any amount required to be deposited in the Custodial Account pursuant to Section 2.01, 2.09, 3.01, 4.01 or 4.02;

(vii) any amounts payable to the Owner in connection with the repurchase of any Mortgage Loan pursuant to the related Purchase Agreement;

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

(ix) any prepayment penalties or premiums received with respect to any Mortgage Loan; and

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(x) any amounts required to be deposited by the Servicer pursuant to Section 2.11 in connection with the deductible clause in any blanket hazard insurance policy.

The foregoing requirements for deposit into the Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, unless otherwise provided herein, payments in the nature of Ancillary Income, need not be deposited by the Servicer into the Custodial Account. Any interest paid on funds deposited in the Custodial Account by the depository institution shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 2.05.

With respect to each Securitization Transaction, the Servicer shall establish a separate custodial account for the related securitization and deposit all amounts that have been or are subsequently received with respect to the Mortgage Loans included in such Securitization Transaction into the custodial account created for the securitization on the date of the Securitization Transfer, or as soon as possible thereafter (but not to exceed 48 hours after such date).

Section 2.05 Permitted Withdrawals From Custodial Account. The Servicer shall, from time to time, withdraw funds from the Custodial Account for the following purposes:

(i) to make payments to the Owner in the amounts and in the manner provided for in Section 3.01;

(ii) to reimburse itself for Monthly Advances of the Servicer’s funds made pursuant to Section 3.04, the Servicer’s right to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan (including without limitation, late recoveries of payments from the Mortgagor, Liquidation Proceeds and Insurance Proceeds with respect to such Mortgage Loan to the extent collected) which represent late payments of principal and/or interest respecting which any such advance was made; it being understood that, in the case of any such reimbursement, the Servicer’s right thereto shall be prior to the rights of the Owner;

(iii) to reimburse itself for unreimbursed Servicing Advances, and any unpaid Servicing Fees, the Interim Servicer’s right to reimburse itself pursuant to this subclause (iii) 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 Servicer from the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Servicer’s right thereto shall be prior to the rights of the Owner;

(iv) to pay itself pursuant to Section 4.03, as servicing compensation, interest on funds deposited in the Custodial Account;

(v) to reimburse itself for expenses incurred and reimbursable to it pursuant to Section 4.03;

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

(vii) to withdraw funds deposited in error; and

(viii) to withdraw amounts collected under a blanket hazard insurance policy with respect to a Second Lien Loan as provided for in Section 2.10, for application to restoration or repair of the Mortgaged Property in accordance with the procedures outlined in Section 2.13.

Section 2.06 Establishment of and Deposits to Escrow Account. The Servicer shall segregate and hold all funds collected and received pursuant to a Mortgage Loan constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand accounts, titled, Avelo Mortgage, L.L.C., in trust for [insert Owner’s name] Residential Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors.” The Escrow Accounts shall be established with a Qualified Depository, in a manner which shall provide maximum available insurance by the FDIC and as otherwise acceptable to the Rating Agencies. The Servicer and the Owner intend that the Escrow Accounts be Special Deposit Accounts. Funds deposited in the Escrow Account may be drawn on by the Servicer in accordance with Section 2.07. The creation of any Escrow Account shall be evidenced by a certification in the form of Exhibit 4 hereto, in the case of an account established with the Servicer, or by a letter agreement in the form of Exhibit 5 hereto, in the case of an account held by a depository other than the Servicer. A copy of such certification shall be furnished to the Owner and, upon request, to any subsequent Owner.

The Servicer shall deposit in the Escrow Account or Accounts within two (2) Business Days of receipt thereof, and retain therein:

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

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

The Servicer shall make withdrawals from the Escrow Account only to effect such payments as are required under this Agreement, as set forth in Section 2.07. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution, other than interest on escrowed funds required by law to be paid to the Mortgagor. To the extent required by law, the Servicer shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account may be non-interest bearing or that interest paid thereon is insufficient for such purposes.

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Section 2.07 Permitted Withdrawals From Escrow Account. Withdrawals from the Escrow Account or Accounts may be made by the Servicer only:

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

(ii) to reimburse the Servicer for any Servicing Advance made by the Servicer pursuant to Section 2.08 with respect to a related Mortgage Loan, but only from amounts received on the related Mortgage Loan which represent late collections of Escrow Payments thereunder;

(iii) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan or applicable federal or state law or judicial or administrative ruling;

(iv) for transfer to the Custodial Account and application to reduce the principal balance of the Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage Note;

(v) for application to restoration or repair of the Mortgaged Property in accordance with the procedures outlined in Section 2.13;

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

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

(viii) to withdraw funds deposited in error.

Section 2.08 Payment of Taxes, Insurance and Other Charges With Respect to First Lien Loans. With respect to each First Lien Loan, the Servicer shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates, sewer rents, and other charges which are or may become a lien upon the Mortgaged Property and the status of fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. To the extent that a Mortgage does not provide for Escrow Payments, the Servicer shall determine that any such payments are made by the Mortgagor at the time they first become due. The Servicer shall monitor the Mortgagor’s payment of such bills and shall promptly notify any Mortgagor in breach of timely payments of such bills to remedy such breach. If after such notification, such Mortgagor continues to fail to remedy the breach, the Servicer shall arrange for the purchase of insurance coverage which satisfied the requirements of Section 2.10 of this Agreement on behalf of such Mortgagor. The Servicer shall advance property taxes to protect each Mortgaged Property as may be provided for in the related Mortgage Loan Documents.

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Section 2.09 Protection of Accounts. The Servicer may transfer the Custodial Account or the Escrow Account to a different Qualified Depository from time to time. Such transfer shall be made only upon obtaining the consent of the Owner.

The Servicer shall bear any expenses, losses or damages sustained by the Owner because the Custodial Account and/or the Escrow Account are not demand deposit accounts.

Amounts on deposit in the Custodial Account and the Escrow Account may at the option of the Servicer be invested in Eligible Investments; provided that in the event that amounts on deposit in the Custodial Account or the Escrow Account exceed the amount fully insured by the FDIC (the “Insured Amount”) the Servicer shall be obligated to invest the excess amount over the Insured Amount in Eligible Investments on the same Business Day as such excess amount becomes present in the Custodial Account or the Escrow Account. Any such Eligible Investment shall mature no later than the Determination Date next following the date of such Eligible Investment, provided, however, that if such Eligible Investment is an obligation of a Qualified Depository (other than the Servicer) that maintains the Custodial Account or the Escrow Account, then such Eligible Investment may mature on such Remittance Date. Any such Eligible Investment shall be made in the name of the Servicer in trust for the benefit of the Owner. All income on or gain realized from any such Eligible Investment shall be for the benefit of the Servicer and may be withdrawn at any time by the Servicer. Any losses incurred in respect of any such investment shall be deposited in the Custodial Account or the Escrow Account, by the Servicer out of its own funds immediately as realized.

Section 2.10 Maintenance of Hazard Insurance. The Servicer shall cause to be maintained for each First Lien Loan, hazard insurance such that all buildings upon the Mortgaged Property are insured by a generally acceptable insurer which satisfies the hazard insurer ratings requirements of each of the Rating Agencies, against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements securing such First Lien Loan and (ii) the greater of (a) the outstanding principal balance of the First Lien Loan and (b) an amount such that the proceeds thereof shall be sufficient to prevent the Mortgagor or the loss payee from becoming a co-insurer.

If upon origination of the First Lien Loan, the related Mortgaged Property was located in an area identified in the Federal Register by the Flood Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier which satisfies the flood insurer ratings requirements of each of the Rating Agencies, in an amount representing coverage equal to the lesser of (i) the minimum amount required, under the terms of coverage, to compensate for any damage or loss on a replacement cost basis (or the unpaid balance of the mortgage if replacement cost coverage is not available for the type of building insured) and (ii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the First Lien Loan, the Servicer determines in accordance with applicable law and pursuant to the Fannie Mae Guides that a Mortgaged Property is located in a special flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as amended, the Servicer shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Servicer shall immediately force place the required flood insurance on the Mortgagor’s behalf.

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If a Mortgage is secured by a unit in a condominium project, the Servicer shall verify that the coverage required of the owner’s association, including hazard, flood, liability, and fidelity coverage, is being maintained in accordance with then current Fannie Mae requirements, and secure from the owner’s association its agreement to notify the Servicer promptly of any change in the insurance coverage or of any condemnation or casualty loss that may have a material effect on the value of the Mortgaged Property as security.

The Servicer shall cause to be maintained on each Mortgaged Property earthquake or such other or additional insurance as may be required pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance, or pursuant to the requirements of any private mortgage guaranty insurer, or as may be required to conform with Accepted Servicing Practices, in any instance, only to the extent permitted by applicable laws or regulations and subject to the availability of such additional insurance in the marketplace.

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

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

The Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting either his insurance carrier or agent, provided, however, that the Servicer shall not accept any such insurance policies from insurance companies unless such companies satisfy the insurer ratings requirements of each of the Rating Agencies and are licensed to do business in the jurisdiction in which the Mortgaged Property is located. The Servicer shall determine that such policies provide sufficient risk coverage and amounts, that they insure the property owner, and that they properly describe the property address. The Servicer shall ensure that appropriate insurance policies are in place in the required coverages.

Pursuant to Section 2.04, any amounts collected by the Servicer under any such policies (other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the related Mortgaged Property, or property acquired in liquidation of the First Lien Loan, or to be released to the Mortgagor, in accordance with the Servicer’s normal servicing procedures as specified in Section 2.13) shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 2.05.

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With respect to each Second Lien Loan, the Servicer shall obtain and maintain the blanket hazard insurance policy in an amount equal to the unpaid principal balance of such Second Lien Loan. Any amounts collected by the Servicer under any such policy relating to a Second Lien Loan shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 2.05. Such policy may contain a standard deductible clause. Upon request of the Owner, the Servicer shall cause to be delivered to the Owner a certified true copy of such policy and a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without 30 days’ prior written notice to the Owner.

Section 2.11 Maintenance of Fidelity Bond and Errors and Omissions Insurance. The Servicer shall maintain with responsible companies, at its own expense, a blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage on all officers, employees or other persons acting in any capacity requiring such persons to handle funds, money, documents or papers relating to the Mortgage Loans (“Servicer Employees”). Any such Fidelity Bond and Errors and Omissions Insurance Policy shall be in the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the Servicer against losses, including forgery, theft, embezzle-ment, fraud, errors and omissions and negligent acts of such Servicer Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall protect and insure the Servicer against losses in connection with the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 2.11 requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or relieve the 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 Fannie Mae in the Fannie Mae Guides or by Freddie Mac in the Freddie Mac Sellers/Servicer Guide. Upon the request of the Owner, the Servicer shall cause to be delivered to the Owner a certified true copy of such fidelity bond and insurance policy and a statement from the surety and the insurer that such fidelity bond and insurance policy shall in no event be terminated or materially modified without 30 days’ prior written notice to the Owner.

Section 2.12 Inspections. The Servicer shall inspect the Mortgaged Property as often as deemed necessary by the Servicer to assure itself that the value of the Mortgaged Property is being preserved. In addition, if any Mortgage Loan is more than 60 days delinquent, the Servicer immediately shall inspect the Mortgaged Property (provided that if the Servicer is in communication with the Mortgagor with respect to bringing the Mortgage Loan current the Servicer shall conduct inspections in accordance with Accepted Servicing Practices) and shall conduct subsequent inspections in accordance with Accepted Servicing Practices or as may be required by the primary mortgage guaranty insurer. The Servicer shall keep a written report of each such inspection.

Section 2.13 Restoration of Mortgaged Property. The Servicer need not obtain the approval of the Owner prior to releasing any Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied to the restoration or repair of the Mortgaged Property if such release is in accordance with Accepted Servicing Practices. At a minimum, the Servicer shall comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation Proceeds:

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

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

(iii) the Servicer shall verify that the Mortgage Loan is not in default; and

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

If the Owner is named as an additional loss payee, the Servicer is hereby empowered to endorse any loss draft issued in respect of such a claim in the name of the Owner.

Section 2.14 Liquidation Reports. Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Owner pursuant to a deed in lieu of foreclosure, the Servicer shall submit to the Owner a liquidation report with respect to such Mortgaged Property.

Section 2.15 Notification of Adjustments. With respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related Interest Rate Adjustment Date in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate adjustments. The Servicer shall promptly, upon written request therefor, deliver to the Owner such notifications and any additional applicable data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon the discovery by the Servicer or the receipt of notice from the Owner that the Servicer has failed to adjust a Mortgage Interest Rate in accordance with the terms of the related Mortgage Note, the Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused the Owner thereby.

Section 2.16 Reports of Foreclosures and Abandonments of Mortgaged Property. Following the foreclosure sale or abandonment of any Mortgaged Property, the Servicer shall report such foreclosure or abandonment as required pursuant to Section 6050J of the Code.

Section 2.17 Credit Reporting. The Servicer shall report the Mortgagor credit files to each of the three major credit reporting agencies on a monthly basis consistent with Accepted Servicing Practices.

Section 2.18 Title, Management and Disposition of REO Property.

In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of the Servicer on behalf of the Owner and without reference to the Owner except as otherwise required by law. The Person or Persons holding such title other than the Owner shall acknowledge in writing that such title is being held as nominee for the Owner.

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The Servicer shall manage, conserve, protect and operate each REO Property for the Owner solely for the purpose of its prompt disposition and sale. In consideration therefor, the Owner shall pay the Servicer the REO Management Fee. The Servicer, either itself or through an agent selected by the Servicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Servicer deems to be in the best interest of the Owner in accordance with Accepted Servicing Practices. The Servicer shall provide the Owner on a monthly basis a report on the status of each REO Property.

The Servicer shall use commercially reasonable 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 Servicer determines, and gives an appropriate notice to the Owner to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, the Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property.

The Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in an amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the National Flood Insurance Act of 1968, as amended, flood insurance in the amount required in Section 2.10 hereof.

The disposition of REO Property shall be carried out by the Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Owner in accordance with Accepted Servicing Practices. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account pursuant to the terms of this Agreement but not later than the second Business Day following receipt thereof. As soon as practical thereafter, the expenses of such sale shall be paid and the Servicer shall reimburse itself for any related unreimbursed Servicing Advances and unpaid Servicing Fees made pursuant to this Section 2.18.

With respect to each REO Property, the Servicer shall hold all funds collected and received in connection with the operation of the REO Property in the Custodial Account. The Servicer shall cause to be deposited on or prior to the second Business Day following the receipt thereof in each Custodial Account all revenues received with respect to the conservation and disposition of the related REO Property.

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Section 2.19 Permitted Withdrawals with Respect to REO Property.

The Servicer shall withdraw funds on deposit in the Custodial Account with respect to each related REO Property necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 2.10 and the fees of any managing agent acting on behalf of the Servicer. The Servicer shall make monthly distributions on each Remittance Date to the Owner of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in Section 2.18 and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).

Section 2.20 Real Estate Owned Reports.

Together with the statement furnished pursuant to Section 2.21, the Servicer shall furnish to the Owner on or before the 5th Business Day of each month a report with respect to any REO Property covering the operation of such REO Property for the previous month and the 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. That statement shall be accompanied by such other information available to the Servicer as the Owner shall reasonably request.

Section 2.21 Reports of Foreclosures and Abandonments of Mortgaged Property.

Following the foreclosure sale or abandonment of any Mortgaged Property, the Servicer shall report such foreclosure or abandonment as required pursuant to Section 6050J of the Code.

Section 2.22 Recordation of Assignments of Mortgage.

Except in connection with Accepted Servicing Practices for defaulted Mortgage Loans, the Servicer shall not be responsible for the preparation or recording of the Assignments of Mortgage relating to the Mortgage Loans to the Owner, the securitization trustee or any other party; provided, however, that in the event the Servicer agrees to record any mortgage assignment, any expense, including the fees of third party service providers, incurred by the Servicer in connection with the preparation and recordation of Assignments of Mortgage shall be reimbursable by the Owner, or if not reimbursed by the Owner, as a Servicing Advance. The Servicer shall not be liable for, and shall be indemnified by the Owner, against any losses, costs, penalties and damages incurred as a result of incorrect or incomplete, or untimely submission of, Assignments of Mortgage and applicable recording information.

Section 2.23 Additional Servicing Requirements.

In addition to its other obligations, under this Agreement, the Servicer shall:

(a) Obtain updated FICO scores quarterly for the entire portfolio at the Owner’s expense.

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(b) apply all payments received from Mortgagors to principal and interest prior to any application of advances or fees.

(c) make staff available to participate in weekly calls, as needed, to discuss loans in default including foreclosures, bankruptcy and REO Properties; and

(d) adhere to the additional requirements relating to REO Property set forth in Exhibit 8 (in the case of Mortgage Loans identified by the Owner in the related Notice Letter as subprime mortgage loans) and Exhibit 9.

Section 2.24 Tax and Flood Service Contracts.

The Servicer, at Owner’s expense, shall cause each Mortgage Loan which is transferred to the Servicer for servicing to be covered by (a) with respect to each First Lien Loan only, a Tax Service Contract and (b) Flood Zone Service Contract. Servicer shall place such Tax Service Contracts and Flood Service Contracts in place, and shall bill the Owner the fee associated with acquiring such contracts.

ARTICLE III

PAYMENTS TO OWNER

Section 3.01 Remittances. On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Owner (a) all amounts deposited in the Custodial Account for the related Due Period (net of charges against or withdrawals from the Custodial Account pursuant to Section 2.05), plus (b) all amounts, if any, which the Servicer is obligated to remit pursuant to Section 3.04, minus (c) any amounts attributable to Principal Prepayments received after the applicable Principal Prepayment Period which amounts shall be remitted on the following Remittance Date, together with any additional interest required to be deposited in the Custodial Account in connection with such Principal Prepayment in accordance with Section 2.04(viii), and minus (d) any amounts attributable to Monthly Payments collected but due on a Due Date or Dates subsequent to the first day of the month of the Remittance Date, which amounts shall be remitted on the applicable Remittance Date.

For all purposes of this Agreement, delinquency status shall be determined in accordance with standard ABS or RMBS methodology, as is appropriate, as determined by the Owner for the applicable Mortgage Loan type as set forth in the related Notice Letter.

With respect to any remittance received by the Owner after the second Business Day following the Business Day on which such payment was due, the Servicer shall pay to the Owner interest on any such late payment at an annual rate equal to the Prime 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 deposited in the Custodial Account by the Servicer on the date such late payment is made and shall cover the period commencing with the day the payment was due and ending with the Business Day on which such payment is made, both inclusive. Such interest shall be remitted along with the distribution payable on the next succeeding Remittance Date. The payment by the Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Servicer.

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Section 3.02 Statements to Owner. Not later than the date which is two Business Days prior to the Remittance Date, the Servicer shall furnish to the Owner a monthly remittance advice with all of the information required by Schedule 1 hereto, with a trial balance report attached thereto in the form of Exhibit 1 hereto in hard copy and electronic medium mutually acceptable to the parties as to the preceding remittance and the period ending on the preceding Determination Date. At a minimum, the trial balance report must contain the fields attached as Schedule 1 to Exhibit 1 hereto and Static Pool Information regarding the Mortgage Loans.

In addition, not more than 60 days after the end of each calendar year, the Servicer shall furnish to each Person who was a Owner at any time during such calendar year an annual statement in accordance with the requirements of applicable federal income tax law as to the aggregate of remittances for the applicable portion of such year.

Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Servicer pursuant to any requirements of the Code as from time to time are in force.

The 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 the Owner pursuant to any applicable law with respect to the Mortgage Loans and the transactions contemplated hereby. In addition, the Servicer shall provide the Owner with such information concerning the Mortgage Loans as is necessary for the Owner to prepare its federal income tax return as the Owner may reasonably request from time to time.

Section 3.03 Advances by Servicer. Except as otherwise provided herein, the Servicer shall be entitled to first priority reimbursement pursuant to Section 2.07 hereof for Servicing Advances from recoveries from the related Mortgagor or from all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds and Condemnation Proceeds) with respect to the related Mortgage Loan.

Section 3.04 Principal and Interest Advances by Servicer.

On the Business Day immediately preceding each Remittance Date, the Servicer shall deposit in the Custodial Account from its own funds or from amounts held for future distribution, or both, an amount equal to all Monthly Payments (with interest adjusted to the Mortgage Loan Rate minus the applicable Servicing Fee Rate) which were due on the Mortgage Loans during the applicable Due Period and which were delinquent on the Business Day immediately preceding such Remittance Date or which were deferred pursuant to Section 4.01. Any amounts held for future distribution and so used shall be replaced by the Servicer by deposit in the Custodial Account on or before any future Remittance Date if funds in the Custodial Account on such Remittance Date shall be less than remittances to the Owner required to be made on such Remittance Date. The Servicer shall keep appropriate records of such amounts. The Servicer’s obligation to make such Monthly Advances as to any Mortgage Loan will continue through the last Monthly Payment due prior to the payment in full of the Mortgage Loan, or through the last Remittance Date prior to the Remittance Date for the distribution of all Liquidation Proceeds and other payments or recoveries (including Insurance Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan; provided, that the Servicer shall not be obligated to make Monthly Advances which the Servicer determines to be Nonrecoverable Advances. The Servicer shall not be obligated to advance shortfalls of interest resulting from the application of the Servicemembers’ Civil Relief Act or any similar state laws.

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ARTICLE IV

GENERAL SERVICING PROCEDURES

Section 4.01 Transfers of Mortgaged Property. The Servicer shall use its best efforts to enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note and to deny assumption by the person to whom the Mortgaged Property has been or is about to be sold whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the Mortgaged Property has been conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause applicable thereto.

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

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

Section 4.02 Satisfaction of Mortgages and Release of Mortgage Files. Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Servicer shall notify the Owner in the monthly remittance advice as provided in Section 3.02, and may request the release of any Mortgage Loan Documents from the Owner in accordance with this Section 4.02 hereof.

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If the Servicer satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness secured by the Mortgage (or such lesser amount in connection with a discounted payoff accepted by the Servicer with respect to a defaulted Mortgage Loan) or should the Servicer otherwise prejudice any rights the Owner may have under the mortgage instruments, if Servicer is unable to reasonably demonstrate that it will be able to cause the amount of the unpaid indebtedness to be reinstated and secured under the related Mortgage, or if the Mortgagor becomes thirty (30) or more days delinquent following such erroneous release, regardless of Servicer’s ability to obtain reinstatement, upon the Servicer’s receiving knowledge of such an event or upon written demand of the Owner, whichever is earlier, the Servicer shall deposit the amount of any shortfall thereof in the Custodial Account within 2 Business Days of receipt of such demand by the Owner; provided, however, that with respect to any such Mortgage Loan subject to judicial action, the Servicer’s obligations under this sentence shall be limited to giving the Owner notice of such judicial action and using good faith efforts to reinstate and secure the amount of the unpaid indebtedness under the related Mortgage. The Servicer shall maintain the Fidelity Bond and Errors and Omissions Insurance Policy as provided for in Section 2.11 insuring the Servicer against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

Section 4.03 Servicing Compensation. As consideration for servicing the Mortgage Loans pursuant to this Agreement, the Servicer shall be entitled to retain the applicable Servicing Fee from payments on the Mortgage Loans or to withdraw the applicable Servicing Fee with respect to each Mortgage Loan from the Custodial Account pursuant to Section 2.05 hereof. The obligation of the Owner to pay, and the Servicer’s right to withdraw, the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds, to the extent permitted by Section 2.05) of such Monthly Payment collected by the Servicer, or as otherwise provided under Section 2.05. The Servicer shall be entitled to all accrued and unpaid Servicing Fees upon the termination of its servicing of the related Mortgage Loans.

Additional servicing compensation in the form of Ancillary Income shall be retained by the Servicer to the extent not required to be deposited in the Custodial Account. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to reimbursement thereof except as specifically provided for herein.

Section 4.04 Right to Examine Servicer Records. So long as any Mortgage Loan are being serviced hereunder and for a reasonable period after servicing has been transferred, the Owner shall have the right to examine and audit any and all of the books, records, or other material information of the Servicer, whether held by the Servicer or by another on its behalf, with respect to or concerning this Agreement or the Mortgage Loans, during business hours or at such other times as may be reasonable under applicable circumstances, upon reasonable advance notice.

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Section 4.05 Compliance with Gramm-Leach-Bliley Act of 1999. With respect to each Mortgage Loan and the related Mortgagor, the Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999, as amended, and all applicable regulations and guidelines promulgated thereunder, and shall provide all notices required thereunder using the notice language supplied by the Owner.

ARTICLE V

SERVICER TO COOPERATE

Section 5.01 Provision of Information. During the term of this Agreement, the Servicer shall furnish to the Owner such periodic, special, or other reports or information, whether or not provided for herein, as shall be necessary, reasonable, or appropriate with respect to the Owner or the purposes of this Agreement. All such reports or information shall be provided by and in accordance with all reasonable instructions and directions which the Owner may give.

The Servicer shall execute and deliver all such instruments and take all such action as the Owner may reasonably request from time to time, in order to effectuate the purposes and to carry out the terms of this Agreement.

Section 5.02 Financial Statements; Servicing Facilities. So long as any Mortgage Loan is being serviced hereunder and for a reasonable period after servicing has been transferred, in connection with marketing the Mortgage Loans, the Owner may make available to a prospective Owner a Consolidated Statement of Operations of the Servicer for the most recently completed three fiscal years for which such a statement is available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of Operations. The Servicer also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the Servicer (and are available upon request to members or stockholders of the Servicer or to the public at large). If it has not already done so, the Servicer shall furnish promptly to the Owner copies of the statement specified above.

So long as any Mortgage Loan is being serviced hereunder and for a reasonable period after servicing has been transferred, the Servicer shall make available to the Owner or any prospective Owner a knowledgeable financial or accounting officer for the purpose of answering questions respecting recent developments affecting the Servicer or the financial statements of the Servicer, and to permit any prospective Owner to inspect the Servicer’s servicing facilities for the purpose of satisfying such prospective Owner that the Servicer has the ability to service the Mortgage Loans as provided in this Agreement.

Section 5.03 Covenant The Servicer shall use its best efforts to (i) obtain servicer ratings of at least “Average” from Standard & Poor’s and “RPS2-“ from Fitch and (ii) become a Fannie Mae and Freddie Mac approved servicer, in either case, as soon as practicable.

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ARTICLE VI

TERMINATION

Section 6.01 Liability of the Owner and the Servicer. The Owner and the Servicer shall each be liable in accordance with the terms of this Agreement only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Owner and Servicer in this Agreement.

Section 6.02 Termination. i) This Agreement shall terminate with respect to the Mortgage Loans or any portion thereof transferred on the related Subsequent Transfer Date or on such other date as mutually agreed upon by the Owner and the Servicer. The Owner may elect to terminate this Agreement and transfer the servicing from the Servicer prior to the related Subsequent Transfer Date with respect to all or any portion of the Mortgage Loans by providing written notice to the Servicer at least 30 days prior to the date on which it intends to transfer the servicing of its intent to transfer the servicing from the Servicer.

In the event the Servicer is terminated pursuant to the terms of this Agreement, the Servicer agrees to cooperate with the Owner and with any party designated as the successor servicer or subservicer in transferring the servicing to such successor servicer. In addition, the Servicer shall be responsible for notifying the related Mortgagors of any transfer of servicing in accordance with the requirements of the RESPA and the Cranston Gonzalez National Affordable Housing Act of 1990, as amended.

On or before the related Subsequent Transfer Date or such other date specified by the Owner in accordance with this Section 6.02(a) for the transfer of servicing from the Servicer, the Servicer shall prepare, execute and deliver to the successor entity designated by the Owner any and all documents and other instruments, place in such successor’s possession all Mortgage Loan Documents necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement or assignment of the Mortgage Loans and related documents. The Servicer shall cooperate with the Owner and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder.

On the related Subsequent Transfer Date for each Mortgage Loan, this Agreement, except for Articles VI, VIII, IX and X which shall survive the related Subsequent Transfer Date, shall terminate.

(b) Servicing Advances. On or before the date which is five (5) days after the related Subsequent Transfer Date, the Owner or its designee shall reimburse the Servicer for any Servicing Advances and Monthly Advances with respect to any Mortgage Loan. This Section 6.02(b) shall survive the related Subsequent Transfer Date; provided that neither the Owner nor its designee shall be obligated to reimburse the Servicer for any Servicing Advances or Monthly Advances which are reasonably deemed to be nonrecoverable by the Owner or its designee as of the related Subsequent Transfer Date in its sole reasonable discretion.

(c) Additional Termination Provisions. Notwithstanding and in addition to the foregoing, in the event that (i) a Mortgage Loan becomes delinquent for a period of 90 days or more (a “Delinquent Mortgage Loan”) or (ii) a Mortgage Loan becomes an REO Property, the Owner may at its election terminate this Agreement with respect to such Delinquent Mortgage Loan or REO Property, upon 15 days’ written notice to the Servicer, and have servicing transferred to a successor servicer.

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ARTICLE VII

BOOKS AND RECORDS

Section 7.01 Possession of Servicing Files Prior to the Subsequent Transfer Date. Prior to the related Subsequent Transfer Date, the contents of each Servicing File are and shall be held in trust by the Servicer for the benefit of the Owner as the owner thereof. The Servicer shall maintain in the Servicing File a copy of the contents of each Mortgage File and the originals (or imaged copies) of the documents in each Mortgage File not delivered to the Owner. The possession of the Servicing File by the Servicer is at the will of the Owner for the sole purpose of servicing the related Mortgage Loan, pursuant to this Agreement, and such retention and possession by the Servicer is in its capacity as Servicer only and at the election of the Owner. The Servicer shall release its custody of the contents of any Servicing File only in accordance with written instructions from the Owner, unless such release is required as incidental to the Servicer’s servicing of the Mortgage Loans pursuant to this Agreement, or is in connection with a repurchase of any Mortgage Loan from the Owner.

The Servicer shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be marked clearly to reflect the ownership of each Mortgage Loan by the Owner. In particular, the Servicer shall maintain in its possession, available for inspection by the Owner or its designee, and shall deliver to the Owner or its designee upon demand, evidence of compliance with all federal, state and local laws, rules and regulations, and requirements of Fannie Mae or Freddie Mac, including but not limited to documentation as to the method used in determining the applicability of the provisions of the Flood Disaster Protection Act of 1973, as amended, to the Mortgaged Property, documentation evidencing insurance coverage and eligibility of any condominium project for approval by Fannie Mae and periodic inspection reports as required by Section 2.12.

The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Servicer shall be under no obligation to deal with any person with respect to this Agreement or the Mortgage Loans unless the books and records show such person as the owner of the Mortgage Loan. The Owner may, subject to the terms of this Agreement, sell or transfer one or more of the Mortgage Loans. The Owner also shall advise the Servicer of the transfer. Upon receipt of notice of the transfer, the Servicer shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred.

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ARTICLE VIII

INDEMNIFICATION AND ASSIGNMENT

Section 8.01 Indemnification.

(a) The Servicer agrees to indemnify and hold the Owner and any successor servicer harmless from any liability, claim, loss or damage (including, without limitation, any reasonable legal fees, judgments or expenses relating to such liability, claim, loss or damage) to the Owner directly or indirectly resulting from the Servicer’s failure:

(i) to observe and perform any or all of Servicer’s duties, obligations, covenants, agreements, warranties or representations contained in this Agreement including, without limitation, Sections 4.04 and 4.05; or

(ii) to comply with all applicable requirements with respect to the servicing of the Mortgage Loans as set forth herein.

The Servicer immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement. For purposes of this Section 8.01(a), “Owner” shall mean the Person then acting as the Owner under this Agreement and any and all Persons who previously were “Owners” under this Agreement.

(b) The Owner agrees to indemnify and hold the Servicer harmless from any liability, claim, loss or damage (including without limitation, any reasonable legal fees, judgments or expenses relating to such liability, claim, loss or damage) to the Servicer (i) directly or indirectly resulting from the Owner’s failure to observe and perform any or all of the Owner’s duties, obligations, covenants, agreements, warranties or representations contained in this Agreement or (ii) directly resulting from the Servicer taking any legal actions with respect to any Mortgage Loans and/or REO Properties in the name of the Servicer and without reference to the Owner, or (iii) any act or omission on the part of the Owner, any prior servicer or any other third party which occurred in connection with the prior servicing of a Mortgage Loan, but, in each case, only to the extent such loss does not result from the failure of the Servicer (x) to observe and perform any or all of Servicer’s duties, obligations, covenants, agreements, warranties or representations contained in this Agreement or in any other agreement pursuant to which the Servicer services or has serviced any such Mortgage Loan; or (y) to comply with all applicable requirements with respect to the servicing of the Mortgage Loans as set forth in this Agreement or in any other agreement pursuant to which the Servicer services or has serviced any such Mortgage Loan.

Section 8.02 Limitation on Liability of Servicer and Others.

Neither the Servicer nor any of the directors, members, officers, employees or agents of the Servicer shall be under any liability to the Owner for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment, provided, however, that this provision shall not protect the Servicer or any such person against any breach of warranties or representations made herein, its own negligent actions, or failure to perform its obligations in compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Servicer and any director, member, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement and which in its opinion may involve it in any expense or liability, provided, however, that the Servicer may undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the Servicer shall be entitled to reimbursement from the Owner of the reasonable legal expenses and costs of such action.

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Section 8.03 Limitation on Resignation and Assignment by Servicer.

The Owner has entered into this Agreement with the Servicer and subsequent purchasers will purchase the Mortgage Loans in reliance upon the independent status of the Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall not assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion hereof or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Owner, which consent shall be granted or withheld in the reasonable discretion of the Owner.

The Servicer may, without the consent of the Owner, retain third party contractors to perform certain servicing and loan administration functions, including without limitation, hazard insurance administration, tax payment and administration, flood certification and administration, collection services and similar functions; provided, that the retention of such contractors by Servicer shall not limit the obligation of the Servicer to service the Mortgage Loans pursuant to the terms and conditions of this Agreement.

The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Owner or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner which Opinion of Counsel shall be in form and substance acceptable to the Owner. No such resignation shall become effective until a successor shall have assumed the Servicer’s responsibilities and obligations hereunder in the manner provided in Section 6.02.

Without in any way limiting the generality of this Section 8.03, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Owner, then the Owner shall have the right to terminate this Agreement upon notice given as set forth in Section 6.02(a), without any payment of any penalty or damages and without any liability whatsoever to the Servicer or any third party.

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Notwithstanding any provision in this Agreement to the contrary, the Servicer may at any time upon notice to the Owner, or trustee in the case of a Reconstitution, and without the consent of any party, solely in connection with a financing or other facility (any such arrangement, an “Advance Facility”), assign as collateral security or pledge to another Person all its rights, title and interest under this Agreement to its rights to reimbursement of Servicing Advances.

Section 8.04 Assignment by Owner.

Subject to the limitations and requirements set forth in this Agreement, the Owner shall have the right, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Owner hereunder.

Section 8.05 Merger or Consolidation of the Servicer.

The Servicer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its filing except as permitted herein, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement. Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation (including by means of the sale of all or substantially all of the Servicer’s assets to such Person) to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer (whether or not related to loan servicing), shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the Servicer shall not, without the prior written approval of the Owner, be a party to any such merger, conversion or consolidation, or sell or otherwise dispose of all or substantially all of its business or assets if, (i) as a result of such merger, conversion or consolidation, sale or other disposition, an Event of Default under Section 11.01 hereof would exist with respect to such successor Servicer or (ii) such successor has (a) a residential primary servicer rating for servicing of mortgage loans issued by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., Fitch, Inc. or Moody’s Investors Service, Inc. below “average” or its equivalent or (b) a net worth of less than $25,000,000.

The Servicer shall give 90 days’ prior written notice to the Owner to the extent permitted by applicable law of any such merger, conversion, consolidation, sale or other disposition to which the Servicer proposes to be a party. In the event that any successor entity to the Servicer fails to meet the requirements set forth in this Section 8.05 and the Owner does not consent to such successor becoming the servicer hereunder, then the Servicer shall have the right to terminate this Agreement with respect to the Servicer and any such successor upon notice given as set forth in Section 6.01, without any payment of any termination penalty or termination damages and without any additional liability whatsoever to the Servicer or any third party, except for liabilities accrued under this Agreement prior to the date of termination and for liabilities resulting from Owner’s obligations hereunder, including the payment of the Servicing Fee pursuant to Section 4.03.

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ARTICLE IX

REPRESENTATIONS AND WARRANTIES

Section 9.01 Representations and Warranties Regarding the Servicer. As of the date hereof and on each date on which a Mortgage Loan Package becomes subject to the terms of this Agreement, the Servicer warrants and represents to, and covenants and agrees with, the Owner as follows:

(a) Due Organization and Authority.

(b) The Servicer is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer, and in any event the Servicer is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan in accordance with the terms of this Agreement; the Servicer has the full power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments or transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms;

(c) Ordinary Course of Business. The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer.

(d) No Conflicts. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Servicer’s certificate of formation or limited liability company agreement or any legal restriction or any agreement or instrument to which the Servicer is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject, or impair the ability of the Owner to realize on the Mortgage Loans, or impair the value of the Mortgage Loans.

(e) Ability to Service. The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is in good standing to enforce and service mortgage loans in the jurisdiction wherein the Mortgaged Properties are located.

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(f) Ability to Perform. The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.

(g) No Litigation Pending. There is no action, suit, proceeding or investigation pending or to the best of Servicer’s knowledge threatened against the Servicer, before any court, administrative agency or other tribunal asserting the invalidity of this Agreement, seeking to prevent the consummation of any of the transactions contemplated by this Agreement or which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement, or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement.

(h) No Consent Required. No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement, or the servicing of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the date hereof.

(i) No Untrue Information. No statement, report or other document relating to the Servicer furnished or to be furnished by the 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 therein not misleading.

Section 9.02 Representations and Warranties of the Owner. As of the date hereof and on each date on which a Mortgage Loan Package becomes subject to the terms of this Agreement, the Owner warrants and represents to, and covenants and agrees with, the Servicer as follows:

(a) Organization and Good Standing; Licensing. The Owner is a New York limited partnership duly organized, validly existing and has the power and authority to own its assets and to transact the business in which it is currently engaged.

(b) Authorization; Binding Obligations. The Owner has the power and authority to make, execute, deliver and perform this Agreement, and perform all of the transactions contemplated to be performed by it under this Agreement, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Owner enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

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(c) No Consent Required. The Owner is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except such as have been obtained or made or as to which the failure to obtain or make will not materially adversely affect the ability of the Owner to perform all obligations hereunder.

(d) No Violations. The execution, delivery and performance of this Agreement by the Owner will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Owner, except for violations that will not adversely affect the Owner’s ability to perform its obligations under this Agreement or the certificate of incorporation of the Owner, or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Owner is a party or by which the Owner may be bound.

(e) Litigation. No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending or to the knowledge of the Owner threatened, against the Owner or with respect to this Agreement, which if adversely determined would have a material adverse effect on the transactions contemplated by this Agreement.

ARTICLE X

DEFAULT

Section 10.01 Events of Default. The following shall constitute an Event of Default under this Agreement on the part of the Servicer:

(a) any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days after the date upon which notice of such failure is given to the Servicer, requiring the same to be remedied, shall have been given to the Servicer by the Owner; or

(b) the failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement or in the Custodial Agreement which continues unremedied for a period of 30 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner (the date of delivery of such notice, the “Notice Date”); provided, however, that in the case of a failure that cannot be cured within thirty (30) days after the Notice Date, the cure period may be extended if the Servicer can demonstrate to the reasonable satisfaction of the Owner that the failure can be cured and the Servicer is diligently pursuing remedial action; or

(c) 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, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or

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

(e) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or

(f) the Servicer fails to maintain its license to do business or service residential mortgage loans in any jurisdiction where the Mortgaged Properties are located for more than thirty (30) days after receiving notice from any Person thereof; or

(g) Any reduction, withdrawal or qualification of the servicing credit of the Servicer by any Rating Agency which results in the inability of the Servicer to act as a primary or special servicer for any mortgage-backed or asset-backed transaction rated or to be rated by any such Rating Agency; or

(h) the Servicer attempts to assign its right to servicing compensation hereunder or the Servicer attempts, without the consent of the Owner, 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 in a manner not permitted under this Agreement.

In each and every such case, so long as an Event of Default shall not have been remedied, in addition to whatsoever rights the Owner may have at law or equity to damages, including injunctive relief and specific performance, the Owner, by notice in writing to the Servicer, may terminate without compensation all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof.

Upon receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the successor appointed pursuant to Section 6.02. Upon written request from the Owner, the Servicer shall prepare, execute and deliver any and all documents and other instruments, place in such successor’s possession all Mortgage Files to the extent initially provided to the Servicer, 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 Servicer’s sole expense or as otherwise provided under Accepted Servicing Practices. The Servicer agrees to cooperate with the Owner and such successor in effecting the termination of the Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.

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Section 10.02 Waiver of Defaults. By a written notice, the Owner may waive any default by the Servicer in the performance of its obligations hereunder and its consequences. Upon any 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.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Notices. All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or mailing thereof, as the case may be, sent by registered or certified mail, return receipt requested:

(a)

If to Owner to:

Goldman Sachs Mortgage Company

85 Broad Street

New York, New York 10004

Attention: Eugene Gorelik

Facsimile Number: (212) 493-0349

(b)

If to Servicer to:

Avelo Mortgage, L.L.C.

600 E. Las Colinas Boulevard

Suite 620

Irving, Texas 75039

Attention: President and General Counsel

Facsimile Number: (972) 910-7099 / (972) 910-7372

Section 11.02 Waivers. Either the Servicer or Owner may upon consent of all parties, by written notice to the others:

(a) Waive compliance with any of the terms, conditions or covenants required to be complied with by the others hereunder; and

(b) Waive or modify performance of any of the obligations of the others hereunder.

The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

Section 11.03 [Reserved]

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Section 11.04 Entire Agreement; Amendment. This Agreement, including all documents and exhibits incorporated by reference herein, constitutes the entire agreement between the parties with respect to servicing of the Mortgage Loans. This Agreement may be amended and any provision hereof waived, but, only in writing signed by the party against whom such enforcement is sought.

Section 11.05 Execution; Binding Effect. This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. Subject to Section 8.03, this Agreement shall inure to the benefit of and be binding upon the Servicer and the Owner and their respective successors and assigns.

Section 11.06 Headings. Headings of the Articles and Sections in this Agreement are for reference purposes only and shall not be deemed to have any substantive effect.

Section 11.07 Applicable Law. This Agreement shall be construed in accordance with the laws of the State of New York.

Section 11.08 Relationship of Parties. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties. The duties and responsibilities of the Servicer shall be rendered by them as independent contractors and not as an agent of Owner. The Servicer shall have full control of all of its acts, doings, proceedings, relating to or requisite in connection with the discharge of its duties and responsibilities under this Agreement.

Section 11.09 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 11.10 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;

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(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 11.11 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 11.12 Further Agreements The Servicer and the Owner 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 11.13 No Solicitation. From and after the related Transfer Date, the Servicer agrees that it will not take any action or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on the Servicer’s behalf, to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for any purpose whatsoever, including to refinance a Mortgage Loan, in whole or in part, without the prior written consent of the Owner. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Owner pursuant hereto on the related Transfer Date and the Servicer shall take no action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that promotions undertaken by the Servicer or any affiliate of the Servicer which are directed to the general public at large, including, without limitation, mass mailing, internet and e-mail solicitations, based in all instances, on commercially acquired mailing lists (which may not be targeted at the Mortgagors) and newspaper, radio and television advertisements shall not constitute solicitation under this Section 29.

Section 11.14 Waiver of Trial by Jury. THE SERVICER AND THE OWNER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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Section 11.15 Submission To Jurisdiction; Waivers. The Servicer hereby irrevocably and unconditionally:

(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH THE OWNER SHALL HAVE BEEN NOTIFIED; AND

(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

Section 11.16 Confidential Information. The Servicer and Owner understand and agree that this Agreement, any other agreements executed in connection with the sale contemplated hereunder, any agreements executed in connection with any Reconstitution, and any offering circulars or other disclosure documents produced in connection with any Reconstitution are confidential and proprietary to the Owner or Servicer, and the Servicer and Owner agree to hold such documents confidential and not to divulge such documents to anyone except (a) to the extent required by law or judicial order or to enforce its rights or remedies under this Agreement, (b) to the extent such information enters into the public domain other than through the wrongful act of the Servicer or the Owner, as the case may be, (c) as is necessary in working with legal counsel, rating agencies, auditors, agents, taxing authorities or other governmental agencies (d) the federal income tax treatment of the transactions hereunder, any fact relevant to understanding the federal tax treatment of the transactions hereunder, and all materials of any kind (including opinions or other tax analyses) relating to such federal income tax treatment, or (e) to their respective Affiliates (so long as such Affiliates agree to keep such information confidential as if such Affiliate were bound to the same extent the parties to this Agreement are bound by this Section 11.16); provided that the Servicer may not disclose the name of or identifying information with respect to Owner or any pricing terms or other nonpublic business or financial information that is unrelated to the purported or claimed federal income tax treatment of the transactions hereunder and is not relevant to understanding the purported or claimed federal income tax treatment of the transactions hereunder. Moreover, the Servicer understands and agrees that this Agreement, any other agreements executed in connection with the sale contemplated hereunder, any agreements executed in connection with the securitization of the Mortgage Loans, and any offering circulars or other disclosure documents produced in connection with such securitization are confidential and proprietary to the Owner, and the Servicer agrees to hold such documents confidential and not to divulge such documents to anyone except (a) to the extent required by law or judicial order or to enforce its rights or remedies under this letter agreement or the Agreements, (b) to the extent such information enters into the public domain other than through the wrongful act of the Servicer (c) as is necessary in working with legal counsel, auditors, agents, rating agencies, taxing authorities or other governmental agencies, or (d) to their respective Affiliates (so long as such Affiliates agree to keep such information confidential as if such Affiliate were bound to the same extent the parties to this Agreement are bound by this Section 11.16). The rights and obligations set forth in this paragraph shall survive the related Transfer Date and shall not merge into the closing documents but shall be independently enforceable by the parties hereto.

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ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01 Intent of the Parties; Reasonableness. The Owner and the Servicer acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Owner 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 Servicer acknowledges that investors in privately offered securities may require that the Owner 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 Owner 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 Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Owner 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 Servicer shall cooperate fully with the Owner to deliver to the Owner (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Owner or any Depositor to permit the Owner or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Owner or any Depositor to be necessary in order to effect such compliance.

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

Section 12.02 Additional Representations and Warranties of the Servicer.

(a) The Servicer shall be deemed to represent to the Owner and to any Depositor, as of the date on which information is first provided to the Owner or any Depositor under Section 12.03 that, except as disclosed in writing to the Owner or such Depositor prior to such date: (i) the 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 Servicer; (ii) the 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 Servicer as servicer has been disclosed or reported by the Servicer; (iv) no material changes to the Servicer’s 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 Servicer’s financial condition that could have a material adverse effect on the performance by the 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 Servicer or any Subservicer; and (vii) there are no affiliations, relationships or transactions relating to the Servicer or any Subservicer 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 Owner or any Depositor on any date following the date on which information is first provided to the Owner or any Depositor under Section 12.03, the Servicer shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section 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.

Section 12.03 Information to Be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (i) within five Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (c) and (f) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section.

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(a) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:

(A) [Reserved];

(B) [Reserved];

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

(D) a description of any affiliation or relationship between the Servicer, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Servicer by the Owner 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) [Reserved].

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

(A) the Transaction Servicer’s form of organization;

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(B) a description of how long the Transaction Servicer has been servicing residential mortgage loans; a general discussion of the Transaction Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Transaction 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 Transaction Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Transaction Servicer that may be material, in the good faith judgment of the Owner 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 Transaction 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 Transaction 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 Transaction Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction;

(4)

whether the Transaction 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 Owner 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 Transaction Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement for mortgage loans of a type similar to the Mortgage Loans;

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

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(E) information regarding advances made by the Transaction Servicer on the Mortgage Loans and the Transaction 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 Transaction Servicer to the effect that the Transaction 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 Transaction 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 Transaction Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; and

(H) information as to how the Transaction 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.

(d) If so requested by the Owner or any Depositor for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Owner and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer and (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (D) of paragraph (a) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships.

(e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner 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 Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the performance or servicing of the Mortgage Loans as is reasonably required by the Owner or any Depositor to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB and to permit the Owner or such Depositor to comply with the provisions of Regulation AB relating to Static Pool Information regarding the performance of the Mortgage Loans on the basis of the Owner’s or such Depositor’s reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation AB (including without limitation as to the format and content of such Static Pool Information). Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Servicer under this Agreement, commencing with the first such report due in connection with the applicable Securitization Transaction.

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(g) The Servicer shall provide to each originator of a Mortgage Loan (or if such Mortgage Loan was not sold to Owner by the originator, the seller of such Mortgage Loan) (the “Static Pool Party”) information with respect to each Mortgage Loan from and after the date Servicer commences servicing such Mortgage Loan necessary for such Static Pool Party to comply with its obligations under Regulation AB, including, without limitation, providing to the Static Pool Party static pool information, as set forth in Item 1105(a)(2) and (3) of Regulation AB.

(h) Promptly following notice or discovery of a material error in the information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph), the Servicer shall provide corrected static pool information to the Owner in the same format in which static pool information was previously provided to such party by the Servicer.

Section 12.04 Servicer Compliance Statement. On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver to the Owner and any Depositor a statement of compliance addressed to the Owner and such Depositor and signed by an authorized officer of the Servicer, to the effect that (i) a review of the 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 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.

Section 12.05 Report on Assessment of Compliance and Attestation.

(a) On or before March 1 of each calendar year, commencing in 2007, the Servicer shall:

(i) deliver to the Owner and any Depositor a report (in form and substance reasonably satisfactory to the Owner and such Depositor) regarding the 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 Owner and such Depositor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit 7 hereto delivered to the Owner concurrently with the execution of this Agreement;

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(ii) deliver to the Owner and any Depositor a report of a registered public accounting firm reasonably acceptable to the Owner and such Depositor that attests to, and reports on, the assessment of compliance made by the 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 Company pursuant to Section 12.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section; and

(iv) if requested by the Owner or any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Owner, any Depositor 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 in the form attached hereto as Exhibit 6.

The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Owner nor any Depositor 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 Section 12.05(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit 7 hereto delivered to the Owner 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 Section 12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 12.06.

Section 12.06 Use of Subservicers and Subcontractors. The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The 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 Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section.

-50-

(a) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section and with Sections 12.02, 12.03(c) and (e), 12.04, 12.05 and 12.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 12.03(d) of this Agreement. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Owner and any Depositor any servicer compliance statement required to be delivered by such Subservicer under Section 12.04, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 12.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 12.05 as and when required to be delivered.

(b) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide to the Owner and any Depositor (or any designee of the Depositor, such as a master servicer or administrator) a written description (in form and substance satisfactory to the Owner and such Depositor) of the role and function of each Subcontractor utilized by the 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.

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 Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of Sections 12.05 and 12.07 of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Owner and any Depositor any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 12.05, in each case as and when required to be delivered.

Section 12.07 Indemnification; Remedies.

(a) The Servicer shall indemnify the Owner, each affiliate of the Owner, the Depositor and each of the following parties participating in a Securitization Transaction: each sponsor and issuing entity; 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; 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); each Static Pool Party and the respective present and former directors, members, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any 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:

-51-

(i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided under this Article XII by or on behalf of the Servicer, or provided in written or electronic form under this Article XII by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer 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 Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information;

(ii) any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this Article XII, including any failure by the Servicer to identify pursuant to Section 12.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or

(iii) any breach by the Servicer of a representation or warranty set forth in Section 12.02(a) or in a writing furnished pursuant to Section 12.02(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 Servicer of a representation or warranty in a writing furnished pursuant to Section 12.02(b) to the extent made as of a date subsequent to such closing date.

In the case of any failure of performance described in clause (a)(ii) of this Section, the Servicer shall promptly reimburse the Owner, 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 Servicer, any Subservicer or any Subcontractor.

(b) (i) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, Static Pool Party static pool information, accountants’ letter or other material when and as required under this Article XII, or any breach by the Servicer of a representation or warranty set forth in Section 12.02(a) or in a writing furnished pursuant to Section 12.02(g) 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 Servicer of a representation or warranty in a writing furnished pursuant to Section 12.02(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 Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the 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 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 Servicer as servicer, such provision shall be given effect.

-52-

(ii) Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 12.04 or 12.05, including (except as provided below) any failure by the Servicer to identify pursuant to Section 12.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten 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 Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the 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 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 Servicer as servicer, such provision shall be given effect.

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

(iii) The Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the 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 Owner 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.

-53-

IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the date and year first above written.

GOLDMAN SACHS MORTGAGE

COMPANY, a New York limited

partnership

(the Owner)

By: GOLDMAN SACHS REAL ESTATE

FUNDING CORP., a New York

corporation, its General Partner

By:

Name:

Title:

AVELO MORTGAGE, L.L.C.

(the Servicer)

By:

Name: J. Weston Moffett

Title: President

SCHEDULE 1

Minimum fields required for the Monthly Remittance Report:

(a) investor;

(b) pool;

(d) inventory loan number;

(e) contractual due date;

(f) interest rate;

(g) servicing fee rate;

(h) servicing payment;

(i) principal and interest payment;

(j) beginning principal balance;

(k) ending principal balance;

(l) noncash principal adjustments;

(m) noncash interest adjustments;

(n) prepayment penalties;

(o) remittance amount;

(p) actual principal payments (actual principal payments that the borrower made in the reporting period);

(q) actual interest payments (actual interest payments that the borrower made in the reporting period);

(r) principal curtailments (principal curtailments applied to the loan in the reporting period);

(s) payoff date;

(t) borrower’s name;

(u) escrow balance;

Sch. 1-1

(v) corporate balance;

(w) suspense balance;

Sch. 1-2

SCHEDULE 2

MORTGAGE LOAN DOCUMENTS

With respect to each Mortgage Loan, the Mortgage Loan Documents shall include each of the following items:

(a) the original Mortgage Note bearing all intervening endorsements, endorsed “Pay to the order of _________, without recourse” and signed in the name of the last endorsee (the “Last Endorsee”) by an authorized officer. To the extent that there is no room on the face of the Mortgage Notes for endorsements, the endorsement may be contained on an allonge, if state law so allows Custodian is so advised by the loan seller. If the Mortgage Loan was acquired loan seller in a merger, the endorsement must be by “[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 “[Last Endorsee], formerly known as [previous name]”;

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

(c) the original Mortgage with evidence of recording thereon. If in connection with any Mortgage Loan, the loan seller cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the related Transfer Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the loan seller shall deliver or cause to be delivered to the Custodian, 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 loan seller (or certified by the title company, escrow agent, or closing attorney) stating that such Mortgage has been dispatched 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 loan 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 certified by such public recording office to be a true and complete copy of the original recorded Mortgage;

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

(e) except with respect to each MERS Designated Mortgage Loan, the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording. The Assignment of Mortgage must be duly recorded only if recordation is either necessary under applicable law or commonly required by private institutional mortgage investors in the area where the Mortgaged Property is located or on direction of the Owner as provided in this Agreement. If the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the Owner. If the Assignment of Mortgage is not to be recorded, the Assignment of Mortgage shall be delivered in blank. If the Mortgage Loan was acquired by the loan seller in a merger, the Assignment of Mortgage must be made by “[Servicer], successor by merger to [name of predecessor].” If the Mortgage Loan was acquired or originated by the loan seller while doing business under another name, the Assignment of Mortgage must be by “[Servicer], formerly known as [previous name]”;

Sch. 2-1

(f) the originals of all intervening assignments of mortgage (if any) evidencing a complete chain of assignment from the originator to the Last Endorsee (or to MERS with respect to each MERS Designated Mortgage Loan) with evidence of recording thereon, or if any such intervening assignment has not been returned from the applicable recording office or has been lost or if such public recording office retains the original recorded assignments of mortgage, the loan seller shall deliver or cause to be delivered to the Custodian, a photocopy of such intervening assignment, together with (i) in the case of a delay caused by the public recording office, an officers certificate of the loan seller (or certified by the title company, escrow agent, or closing attorney) stating that such intervening assignment of mortgage has been dispatched to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to the Custodian upon receipt thereof by the loan seller; or (ii) in the case of an intervening assignment where a public recording office retains the original recorded intervening assignment or in the case where an intervening assignment is lost after recordation in a public recording office, a copy of such intervening assignment certified by such public recording office to be a true and complete copy of the original recorded intervening assignment;

(g) The original mortgagee policy of title insurance or, in the event such original title policy is unavailable, a certified true copy of the related policy binder or commitment for title certified to be true and complete by the title insurance company; and

(h) security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage.

In the event an officer’s certificate of the loan seller is delivered to the Owner because of a delay caused by the public recording office in returning any recorded document, the loan seller shall deliver to the Owner, within 90 days of the related Transfer Date, an officer’s certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, and (iv) specify the date the applicable recorded document will be delivered to the Custodian. An extension of the date specified in (iv) above may be requested from the Owner, which consent shall not be unreasonably withheld.

Sch. 2-2

SCHEDULE 3

CONTENTS OF EACH MORTGAGE FILE

(a) Copies of each Mortgage Loan Document.

(b) The original hazard insurance policy and, if required by law, flood insurance policy.

(d) Mortgage Loan closing statement.

(e) Verification of employment and income (except for Mortgage Loans originated under a Limited Documentation Program).

(f) Verification of acceptable evidence of source and amount of downpayment.

(g) Credit report on the Mortgagor.

(h) Residential appraisal report, if available.

(i) Photograph of the Mortgaged Property.

(j) Survey of the Mortgaged Property, if any.

(k) 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.

(l) All required disclosure statements.

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

(n) Sales contract, if applicable.

(o) 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.

(p) Amortization schedule, if applicable.

Sch. 3-1

EXHIBIT 1

FORM OF MONTHLY REMITTANCE ADVICE

Exh. 1-1

SCHEDULE 1 TO EXHIBIT 1

REPORTING REQUIREMENTS

DATA FILE LAYOUT

Static Information

	Loan Number	Loan Number currently being used to service this loan.	123456789
	Prior Loan Number	Prior Loan Number (if any). If servicing has transferred this should contain the Loan Number used by the previous servicer.	987654321
	Custodian File Number	Custodian ID used to file documents. This can be the custodian’s only id or a category used to arrange documents into proper pools.	1de457
	Custodian Loan Number	Custodian secondary ID used to file documents. Often this is used in conjunction with Custodian File Number to uniquely identify loans.	365wer5
	Owner Loan Number	The Loan number that Owner assigns to the loan	Leave Blank
	Origination Date	Origination Date shown on loan documents.	12/25/2004
	Originator	The name of the company that originated the loan	Wells Fargo
	Origination Source	Broker, etc.	Broker
	Loan Purchase Date	The date that Owner purchased the loan	11/25/2004
	HOEPA Status	Y\N
	Type of Ownership	like fee simple, lease-hold	Lease-Hold
	Documentation Type	Full, Alt, No Ration, None, SISA,NINA	Full
	Income Verification Flag	Was the Borrower’s income verified or stated	Y
	Asset Verification	Were the Borrower’s Assets verified	Y
	Employment Verification	Was the Borrower’s employment verified	Y
	Flood Insurance Indicator	Does the property have flood insurance	Y
	Min MERS	MERS Certificate Number	Y
	Product Type	Generic category code used internally to describe loan type	6MO
	Product Description	Generic category description	6 month arm - IO
	Interest Calculation Method	The basis on which interest is calculated. ( arrears, 360, 365, advance, etc)	30/360
	Draw Term	The term that the borrower can draw from the line of credit stated in months	120

Exh. 1-2


FHA Section of the Act	FHA Section, if applicable
Balloon Term	Number of months to Balloon Date	180
IO Term	Indicates the term in months of the interest only period	24
IO Flag	Indicates if the loan is an interest only loan for a period of the loan	Y
Section 32 Flag	Indicates if the loan may violate predatory lending laws (Y/N)	Y
Convertible Flag	Indicates that the borrower is allowed to convert an ARM mortgage to a Fixed Rate mortgage	Y
Assumable Flag	Indicates if loan is assumable	Y
Balloon Flag	Code/literal to identify balloon loans. Example: Y, N.	Y
Buydown Flag	Indicates if the loan has a buydown option (Y/N)	Y
Daily Simple Interest Flag	Flag to identify loans where interest is due is calculated based on the date that each payment is actually received.	Y
Loan Type	Code/literal to identify the loan type. (Conventional [w/] PMI , Jumbo, FHA, VA, etc)	Conventional - PMI
Property Type	Code/literal that identifies the type of property securing the loan. ( 2 Family, PUD)	PUD
Property Address	Property address, not billing address.	123 Filmore Road
Property City	Property city.	Toronto
Property State	Property state.	NY
Property Zip	Property zip.	10004
Condo/PUD Project Name	Name of the development.	James Madison
Number of Units	The number of units for the property (1,2,3,4) ( should correspond to the property type)	2
Year-Built	Date property was built	1978
Lien Position	Number used to identify the lien position in effect at the time of application. Example: 1, 2, 3, O (other)	1
Occupancy Type	Occupancy status at time of application. (2nd home, owner occupied, vacant, etc)	OO
Convertible Term	The specified period at which a borrower can choose to exercise convertible rights	24
Conversion Expiration Date	Expiration date of conversion provisions	12/25/2006
Conversion Fee	Fee for converting loan from ARM to Fixed

Exh. 1-3


Conversion Formula
Convert Lookback	The period designated for lookback calculation stated in days.	45
Convert Index	Index used for the conversion
Convert Lifetime Cap Down
Convert Lifetime Cap Up
Convert Margin
Convert Cap Down
Convert Cap Up
Convert Max PI CAP (Up)
Convert Max PI CAP (Down)
PMI Provider	Name or code for company providing private mortgage insurance.	Radian
PMI Coverage Percentage	Percentage of insurance provided by PMI agreement.	12
PMI Certificate ID	Unique ID to identify PMI insurance certificate.	5829471
Lender Paid Insurance Flag	Indicates if Lender pays PMI Insurance	Y
Lender Paid Insurance Fee	stated in percent	0.25
Original Balance	Original amount of loan granted to borrower. In the case of construction loans this should be the full amount extended on which the monthly payments are based.	250000.00
Original Senior Lien Amount	Amount of senior lien outstanding when loan was originated.	0.00
Original Junior Lien Amount	Amount of junior liens outstanding when loan was originated	32000.00
Payment Frequency	Monthly, bi-weekly, etc.	monthly
Original Scheduled P&I	Original Scheduled Principal and Interest payment	564.12
Original PITI	Original Scheduled Principal, Interest, Tax and Insurance payment	725.12
First Payment Date	This is the contractual date when the first payment was to be made.	2/1/2005
Original Maturity Date	This is the contractual date when the last payment on the loan is scheduled to be made. For balloons it should be the balloon date.	1/1/2020

Exh. 1-4


Original Term	The number of months from First Payment Date to Original Maturity Date inclusive.	180
Original Amortization Term	Original Amortization Term of the loan in number of months. For fully amortizing loans would be the same as Original Term. For balloon loans this would exceed Original Term. For IO loans this would have no value.	360
Original Interest Rate	Original contractual interest rate for loan. ( provide all decimal places)	8.515
Original Loan To Value Ratio	Ratio representing the Original Loan Balance to the Original Appraised Value	75.69
Original Combined Loan To Value Ratio	For Junior liens, Ratio representing the sum of the Original Loan Balance plus Original Senior Lien Amount to the Original Appraised Value	85.23
Original Appraised Value	Appraised value at time of application.	550562
Original Appraisal Date	Date of the original Appraisal	12/1/2004
Original Appraisal Firm	Name of the Appraisal firm	Union Appraisals
Appraisal Form Type		Form 1040 U, 2005
Appraisal Review Type		Desk Top, Drive By
Original Purchase Price	Price paid for home.	360000
Purchase BPO	BPO at the time of Purchase by Owner	580000
Purchase BPO Date	Date of the Purchase BPO	12/1/2004
Purpose of Loan	Code/literal used to identify the original purpose of the loan. ( case-out refi, refi, purchase, construction, etc)	Purchase
Cash-out Amount	The Amount that the borrower removed from the loan	10000
Prepayment Flag	Code/Flag to determine if loan was originated with a prepayment penalty. (Y / N)	Y
Prepayment Penalty Type	Code/literal to identify characteristics of penalty. Example: 6 MO INT ON 80% OBAL, 5/4/3/2/1, 3%.	6 Months Interest on 80%
Prepayment Term	Original number of months that penalty was imposed.	24
Arm Index Description	Code/literal used to identify the specific underlying index that adjustable rate loans will reset from. (6 Months Libor, 1 Yr CMT, etc)	6ML
Margin	The spread above the index value that a new rate on adjustable rate loans will be set to; subject to caps and rounding. (stated in percent)	3.65
ARM Rounding Feature	Code/literal used to identify the method to be used when computing new rate on adjustable rate loans. (stated in percent)	0.125

Exh. 1-5


Lookback Days	The actual number of days prior to the Next Rate Reset Date that the underlying index will be referenced for determining new rate on adjustable rate loans. Examples: 45, 30, 0.	45
First Payment Reset Date	The first date that any payment reset was/is scheduled to occur. Typically is one month after First Rate Reset Date.	3/1/2007
First Rate Reset Date	The first date that any rate reset was/is scheduled to occur. Typically is one month prior to First Payment Reset Date.	2/1/2007
Initial Rate Reset Period	Number of payments to be made prior to the first rate reset. For a typical 5/1 ARM, this would contain the value 60.	60
Rate Reset Period	Number of payments to be made between rate changes following the initial rate reset period. For a typical 5/1 ARM this would contain the value 12.	12
Initial Payment Reset Period	Number of payments to be made prior to the first payment reset. For a typical 5/1 ARM, this would contain the value 60. For non hybrid loans this would equal the Payment Reset Period.	60
Payment Reset Period	Number of payments to be made between payment changes following the Initial Payment Reset Period. For a typical 5/1 ARM this would contain the value 12.	12
Initial Rate Adjustment Cap	Maximum rate change allowed on First Rate Reset Date.	3
First Cap Adjustment Down		0
Rate Adjustment Cap	Maximum rate increase allowed subsequent to First Rate Reset Date.	1
Periodic Floor	Maximum rate decrease allowed subsequent to First Rate Reset Date.	0
Lifetime Caps	The maximum amount the rate is allowed to increase by over the life of the loan.	6
Lifetime Floor	The minimum amount the rate is allowed to increase by over the life of the loan.	0
Max Rate	The absolute maximum rate allowed for the loan.	11.65
Min Rate	The absolute minimum rate allowed for the loan.	3.65
Negative Amortization Flag	Code/literal to identify loans where negative amortization is allowed. Example: Y=neg am allowed, N=no neg am allowed.	Y
Negam Percent Cap	Maximum percentage of original balance that a loan may negatively amortize by. (25%, etc.)	25

Exh. 1-6


Payment Cap	Periodic Cap for monthly principal & interest payment increase. Example 7.5%.	6.5
Original FICO score	Credit bureau score obtained at application.	654
Credit Score Company		Experian
Original Credit Grade		B+
Front Debt To Income Ratio	Front End Ratio at time of application. Mortgage debt to borrower income.	56.23
Debt To Income Ratio	Back End Ratio at time of application. Total debt to borrower income.	68.25
Scheduled Due Date	Scheduled payment date sold to security	2/1/2005
Borrower Name Last Name	Borrower’s Last Name	Doe
Borrower Name First Name	Borrower’s First Name	Joe
CoBorrower Name Last Name	Co-Borrower’s Last Name	Doe
CoBorrower Name First Name	Co-Borrower’s First Name	Jane
Borrower Social Security Number/TIN	Eleven character ID. Example: 111-22-3333.	123-45-6789
CoBorrower Social Security Number/TIN	Eleven character ID. Example: 111-22-3333.	987-65-4321
Self Employment Flag		Y
Borrower Age		52
Co-Age		56
Borrower Race
Co-Race
Borrower Gender		Male
Co-Gender		Female
Income		182564
Co-Income		256453
Co_credit Score		841
Borrower Ethnicity
Co-Ethnicity
First Time Borrower Flag		N

Exh. 1-7


Monthly Updated Information
Monthly Updated Information
	Investor Number	This is the servicer assigned number for reporting purposes.	691
	Investor Category	This is the servicer assigned category for reporting purposes.	2
	Servicing Type	Indicates whether the loan is serviced on an actual or scheduled basis. (act/act,act/sched,sched/act,sched/sched)	(sched/sched)
	Senior Lien Amount	Most recently recorded senior lien amount.	0
	Current Maturity Date	This is the actual date when the last payment on the loan is scheduled to be made. For balloons it should be the balloon date. For modified loans it should be the modified maturity date.	1/1/2020
	Current Principal & Interest Payment	Principal & Interest in effect for currently outstanding payment.	562.41
	Current Interest Rate	Interest Rate in effect for currently outstanding payment.	8.55
	Current Net Interest Rate	The current rate exclusive of LPMI, servicing and other fees.	7.55
	Current Rate Expenses	Current Rate Expenses ( LPMI and Servicing Fee Excluded)	0
	Remaining Term	The Remaining Term of the loan	179
	Next Due Date	Date next payment is due.	2/1/2005
	Interest Paid To Date	Date interest is paid to. Typically for 30/360 loans it is one month prior to Next Due Date.	1/1/2005
	Last Payment Date	Date last payment was made.	1/1/2005
	Days Past Due	Number of days loan is past due.	0
	Delinquency Convention	Indicates if ABS or MBS method for reporting delinquencies is used.	MBS
	Status of Loan	Code/literal used to identify loan status. See Enumerations worksheet.	Foreclosure
	12 Month Pay String	12 character string representing the timing of payments received on a rolling 12 month basis. String should begin with January and end with December.
	As of Date	As of Date of data being provided
	Next Payment Reset Date	The next date that any payment reset is scheduled to occur. Typically is one month after Next Rate Reset Date.
	Next Rate Reset Date	The next date that any rate reset is scheduled to occur. Typically is one month prior to Next Payment Reset Date.
	Last Modification Date	Date that loan was last modified.
	Last Extension Date	Date loan term was last extended.
	Times Extended
	Total Extension Months	Number of months loan has been extended in total.

Exh. 1-8


	Delinquency Status - T30		0
	Delinquency Status - T60		1
	Delinquency Status - T90		0
	Delinquency Status - T120		0
	Restructured Interest	Total amount of restructured interest (modified loans)
	Recent Property Valuation	Most recent appraised value or BPO value.
	Recent Property Valuation Date	Date of most recent valuation.
	Valuation Method	Identify method used to obtain new valuation. See Enumerations worksheet.
	Valuation Firm	Name of the Firm who appraised the property
	Current FICO	Current FICO score.
	FICO Date	FICO Date.
	ARM Flag	A ‘Y’ or ‘N’ to indicate if a loan is an Adjustable rate mortgage	Y
Servicing Information
Servicing Information
	Amortization Term	The remaining amortization term, in months
	Forbearance Payment	Amount of payment under Forbearance plan
	Servicing Fee	The fee rate to service the loan
	Servicing Fee Payment	The actual service fee for the loan for the given month
	Interest Adjustment	Adjustments made to a previous month’s interest
	Principal Adjustment	Adjustments made to a previous month’s principal
	Total Monthly Payment Principal	Cash applied to principal.
	Total Monthly Payment Interest	Cash applied to interest.
	Total Monthly Payment Penalties / Fees	Cash applied to fees.
	Total Monthly Escrow Payment	Cash applied to escrow account.
	Total Monthly Prepayment Amount	Total amount borrower prepaid
	Total Prepayment Penalties	Prepayment Penalty collected this month
	Total Monthly Payment	Total cash received from borrower.

Exh. 1-9


	Total Remit Amount	Total amount remitted for the individual loan
	Current PITI	Current scheduled Principal, Interest, Tax and Insurance payment
	Monthly Escrow Advances	Net escrow advances made or recovered by servicer. Positive value denotes payments made by servicer.
	Monthly Corporate Advances	Net corporate advances made or recovered by servicer. Positive value denotes payments made by servicer.
	Principal Advance Balance	Total outstanding principal advances made by servicer.
	Interest Advance Balance	Total outstanding interest advances made by servicer.
	Monthly Principal Advances	Amount of principal advanced in current month
	Monthly Interest Advances	Amount of interest advanced in current month
	Beginning Actual Balance	Actual balance at the beginning of the period. The is most likely last periods ending balance carried forward
	Current Principal Balance	Ending actual principal balance outstanding
	Current Balance Net Present Value	The net present value of the current balance
	Beginning Scheduled Balance	Beginning scheduled loan balance. If the loan is serviced on a scheduled balance basis
	Ending Scheduled Balance	Ending scheduled loan balance. If the loan is serviced on a scheduled balance basis
	Escrow Balance	Current balance of escrow account (borrower’s positive funds).
	Escrow Advance Balance	Total outstanding escrow advance balance.
	Recoverable Corporate Advance Balance	Corporate advance balance where a + denotes a payment made by the servicer
	Non Recoverable Corporate Advance Balance	Balance of Corporate Advances made that are not recoverable from the borrower
	Total Corporate Advance Balance	Total outstanding Corporate Advance Balance
	Suspense Account Balance	Total suspense account balance
	Accrued Interest	Total Accrued Interest on loan.
	Stop Advance Flag	Code indicating loan has been placed in a stop advance status. Example: Y=Stop Advance.

Exh. 1-10


	Stop Advance Recovered	Amount of principal and interest advances recovered at stop date.
	Stop Advance Start Date	Date loan was initially placed on a stop advance status.
	Stop Advance Reversal Date	Date stop advance status was reversed.
	Stop Advance Reversal Amount	Amount of advances reversed.
	Rent Collection
	PI Constant	The Constant Principal and Interest rate the borrower would pay based on their schedule
	Combined Loan to Value Ratio
	Current Loan to Value Ratio
	Forced Placed Insurance Flag	Code indicating loan is on forced placed insurance.
	Annual Forced Placed Insurance	Amount of forced placed policy.
	Last Contact Date	Date of Servicer’s last contact with the borrower.
	Last Attempt Date	Date of the Servicer’s last attempt to contact the borrower.
	Bankruptcy Flag	Flag indicating loan is in bankruptcy.
	Bankruptcy Chapter	Chapter of bankruptcy (7, 11, 12, 13, OTH).
	Bankruptcy Start Date	Bankruptcy filing date.
	Bankruptcy End Date	Dismissal/Discharge date.
	Bankruptcy Post Petition Due Date	Payment due date of Bankruptcy payment plan. In essence the new due date.
	Motion for Relief Request Date	Motion for Relief Request Date.
	Motion for Relief Filing Date	0
	Motion for Relief Hearing Date	Motion for Relief Hearing Date.
	Motion for Relief Granted Date	Motion for Relief Granted Date.
	Motion for Relief Denied Date	Date the motion was Denied (if applicable)
	In Demand Flag	Code indicating demand letter has been sent.
	In Demand Start Date	Date demand letter was sent.

Exh. 1-11


	In Demand End Date	Expiration of demand letter.
	Foreclosure Estimated End Date	On loans that are in Foreclosure the Servicers estimate of when the FCL will be completed.
	Foreclosure Sale Date	Date of actual foreclosure sale.
	Foreclosure Start Date	Date of Referral to FC Attorney
	Foreclosure end date	Date of recording of foreclosure deed.
	First Legal Date	Date of first legal action taken on foreclosure.
	Foreclosure Resolution Flag	Indicates if the loan has moved out of foreclosure (i.e. Did not go to REO).
	Foreclosure Resolution Type	Method used by the servicer to prevent the foreclosed loan from moving into REO. See Enumerations worksheet.
	Foreclosure On Hold	Flag indicating that the loan is in foreclosure but on hold.
	Foreclosure Hold Start Date	Date indicating when the loan’s foreclosure proceedings were put on hold.
	Bankruptcy Cash Delays	Number of days an active foreclosure has been in BK subsequent to its initial foreclosure start date.
	Forbearance Cash Delays	Number of days an active foreclosure has been in forbearance subsequent to its initial foreclosure start date.
	Forbearance Flag	Y/N
	Non - Cash Delays	Number of allowable days that a loan’s foreclosure proceedings have been on hold due to a non cash delay (i.e. Title problem…) [again as per Fannie or Freddie time line]
	Forbearance Start Date	Date forbearance plan was initiated.
	Forbearance End Date	Date forbearance plan scheduled to be complete.
	Eviction Start Date	Date eviction flag placed on loan.
	Eviction End Date	Date property is vacated.
	REO Start Date	Date REO flag placed on loan (including any redemption periods).
	REO End Date	Date property is sold.
	REO Sub Status	Status while within REO. See Enumerations worksheet.
	Not Acquired Date	Date that the REO enters “Not Acquired” sub status
	Eviction Date	Date that the REO enters “Eviction” sub status
	Listed Date	Date that the REO enters “Listed” sub status
	Under Contract Date	Date that the REO enters “Under Contract” sub status
	Estimated Closing Date	Servicer estimated closing date on loan

Exh. 1-12


	Days In REO	Number of Days from the REO becomes marketable to the As of Date
	Estimated Sales Price	Servicer estimated REO Sales Price
	Possession Date	Date when the servicer takes possession of the property. Date we have full access to the property, eviction completed
	Redemption End Date	Legal time period, determined by State, when borrower can redeem their property. Property not available for sale until redemption completed (no beginning date, just an end date)
	Initial Listing Price	First listing price of property.
	Initial Listing Date	Date of the first listing price of property
	Current List Price	Most recent listing price of property.
	Current List Date	Date of the most recent listing price of property.
	Reason For Default	Servicer Code representing the Reason for Default. See Enumerations worksheet.
	Foreclosure Indicator Flag
Termination Information
Termination Information
	Net Interest at termination	Ending accrued net interest outstanding before the loan was liquidated/terminated
	Gross Interest at termination	Ending accrued gross interest outstanding before the loan was liquidated/terminated
	Balance at Termination	Actual Principal balance at time of termination.
	Gross Total Proceeds	Gross Total Proceeds.
	Net Total Proceeds	Gross total proceeds less expenses.
	Principal Advanced	Total of principal advanced at time of liquidation.
	Interest Advanced	Total of interest advanced at time of liquidation.
	Deferred Interest	Amount of deferred interest on the loan @ liquidation
	Accrued Servicing Fee Recovered	Servicing fee recovered at time of liquidation.
	Corporate Advances Recovered at Termination	The amount of the Total Corporate Advance balance recovered at termination
	Escrow Advances Recovered at Termination	The amount of the Total Escrow Advance balance recovered at termination
	Commission	The broker commission amount on liquidation
	Seller Concession	The dollar amt of seller concessions upon liquidation.
	Taxes	Taxes paid on liquidation
	Repairs	Cost of Repairs to property

Exh. 1-13


	Water and Sewer	Water & Sewer costs
	Expenses Recovered at Termination	The amount of the Total Expenses recovered at termination
	Corporate Advances at Termination	Corporate advance balance at time of liquidation.
	Escrow Advances at Termination	Escrow advance balance at time of liquidation.
	Charge-off amount	Loss amount.
	Severity	Severity percentage.
	Severity Formula	Formula for calculating Severity percentage.
	Potential Deficiency Judgment Flag	Flag indicating loan is referred for deficiency collections.
	Potential Deficiency Amount	Deficiency balance reported to borrower/IRS.
	Deficiency Proceeds (this period)	Deficiency proceeds collected in current month.
	Deficiency Proceeds Total (to date)	Deficiency proceeds collected to date.
	Deficiency Vendor Expense	Deficiency vendor out of pocket expenses.
	Deficiency Servicer Expense	Deficiency vendor collection fee
	Servicer Hold Back Amount	Amount servicer withholds for future trailing expenses.
	Days from Acquisition to Close	Days from Acquisition to Close
	Days from Possession to Close	Days from Possession to Close
	Property Sale Date	Date property sold.
	Termination Type	Type of liquidation. See Enumerations worksheet.
	Scheduled Sale Date	Dates of planned sales for properties in Foreclosure
	Property Sales Price	Sales price if liquidation was short sale or REO sale.
	Liquidation Date	Date property liquidated.
	Hazard Insurance Claim Date	Date hazard claim filed.
	Hazard Insurance Claim Due Date	Date hazard claim due.

Exh. 1-14


	Hazard Insurance Claim Amount	Amount of hazard claim.
	Hazard Insurance Claim Paid Amount	Amount of hazard claim paid to investor.
	MI Insurance Claim Date	Date MI claim filed.
	MI Insurance Claim Due Date	Date MI claim is due to be paid.
	MI Insurance Claim Amount	Expected MI proceeds.
	MI Insurance Claim Paid Amount	Actual MI proceeds received.
	306


Amortization Type
BN10	Balloon, 10 Year
BN5	Balloon, 5 Year
BN7	Balloon, 7 Year
FIX	Fixed
FX10	Fixed - 10 Year
FX15	Fixed, 15 Year
FX5	Fixed - 5 Year
FXST	Fixed - Short Term
H101	Hybrid, 10/1
H106	Hybrid, 10/6 month
H21	Hybrid, 2 Year
H228	Hybrid 2/28
H31	Hybrid, 3/1
H327	Hybrid 3/27
H51	Hybrid, 5/1
H71	Hybrid, 7/1
OTH	Other
STEP	Step Coupon

Exh. 1-15


ARM Index Description
10YC	10 Year CMT
1ML	1 Month Libor
1YC	1 Year CMT
1YL	1 Year Libor
2ML	2 Month Libor
2YC	2 Year CMT
3ML	3 Month Libor
3MT	3 Month TBill
3YC	3 Year CMT
5YC	5 Year CMT
6MCD	6 Month CD
6ML	6 Month Libor
6MT	6 Month TBill
COFI	COFI
FHLM	FHLMC Commitment Rate
FNMA	FNMA Commitment Rate
OTH	Other Rate
PRI	PRIME

ARM Rounding Feature
DEC3	Nearest 1000th
H8	Higher Eighth
N8	Nearest Eighth
NONE	None

Interest Calculation Method

Exh. 1-16


3360	30/360
A360	Actual/360
A365	Actual/365
AA	Actual/Actual

Loan Type
COMI	Conventional, with mi. Collecting a premium from the borrower for mortgage insurance and is FHA and is VA
CONV	Conventional, no mi
FHA	FHA Mortgage
HEL	Home Equity Line of credit
CC	Credit Card
A	Auto
B	Boats
RV	RV’s
MFG	Manufactured Housing
ATV	ATV
VA	VA Mortgage
OTH	Other


Occupancy Type
2ND	2nd Home
NOO	Non Owner Occupied
OO	Owner Occupied
VA	Vacant

Property Type
2F	2 Family
3F	3 Family

Exh. 1-17


4F	4 Family
2-4F	2-4 Family
AUTO	Automobile
BOAT	Boat
COND	Condominium
COOP	Cooperative
HR-CONDO	High Rise Condo
HVAC	HVAC
MF	Multi Family
MH	Manufactured Housing
MX	Mixed Use
OF	Office
OTH	Other
PUDA	PUD - Attached
PUDD	PUD - Detached
PWR	PowerSports
RT	Retail
RV	Recreational Vehicle
SF	Single Family
TH	TownHouse

Purpose of Loan
PUR	Purchase
RELO	Relocation
REFI	Rate/Term Refinance
CASH	Cash Out Refinance
DEBT	Cash Out Debt Consolidation
IMPR	Cash Out Home Improvement
EDUC	Cash Out Medical or Educational Expense
TIT1	Title One Home Improvement
CONST	New Construction

Exh. 1-18


REO	Facilitate REO

Status of Loan
BU	Bankrupt - Unknown Status
C	Current
DISP	Dispute
F	Foreclosure
NE	Non Equity (NPV of current balance < $7,500)
FB	Forbearance
ID	In Demand
LIT	Litigation
NLS	No Longer Serviced
PO	Paid Off- Borrower paid down entire balance
REO	Real Estate Owned - MUST Include a REO sub status
RSLD	Resolved
LIQ	Liquidated - MUST include a Termination Type
U	Unknown

Termination Type
CO	Charge Off
COC	Charge Off with cash possible
NLPO	Negotiated Loan Payoff
NS	Negotiated Sale
PO	Paid Off
PPOC	PPO with More Cash Possible
REOS	REO Sale
TPPO	Third Party Paid Off

Exh. 1-19


Valuation Method
DB	Drive By
WT	Walk Through
OTH	Other
APPR	Appraisal
DD	Due Diligence
PRFC	Pre Foreclosure
SUPP	Supplemental
RR	Re-review

REO Sub Status
AC	Acquired
PS	Possession
EV	Eviction
LS	Listed
UC	Under Contract

Reason For Default
ABP	Abandonment of Property
BF	Business Failure
CI	Curtailment Of Income
D	Death
EO	Excessive Obligations
ILL	Illness
ITR	Inability To Rent
MD	Marital Difficulties
MS	Military Service
MI	Mortgagor Incarcerated
N	No Reason
PD	Payment Dispute
PP	Property Problem
SP	Servicing Problems

Exh. 1-20


TOP	Transfer Of Ownership Pen
UC	Unable To Contact
UEMP	Unemployment

Exh. 1-21

EXHIBIT 2

FORM OF CUSTODIAL ACCOUNT CERTIFICATION

_______ __, 200[_]

[___________] hereby certifies that it has established the account described below as a Custodial Account pursuant to Section 2.04 of the Flow Servicing Agreement, dated as of January 1, 2006.

Title of Account: “Avelo Mortgage, L.L.C., in trust for [insert name of Owner], Residential Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors.”

Account Number:

Address of office or branch

of the Servicer at

which Account is maintained:

Avelo Mortgage, L.L.C.,

Servicer

By:

Name:

Title:

Exh. 2-1

EXHIBIT 3

FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT

_______ __, 200[_]

To:


	(the “Depository”)

As Servicer under the Flow Servicing Agreement, dated as of January 1, 2006 (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 2.04 of the Agreement, to be designated as “Avelo Mortgage, L.L.C., in trust for [insert name of Owner], Residential Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the 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.

Avelo Mortgage, L.L.C.,

Servicer

By:

Name:

Title:

Date:

Exh. 3-1

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”). The parties hereto intend that the Custodial Account established hereby shall be a Special Deposit Account. This letter shall be construed in accordance with the laws of the State of New York.

____________________________

Depository

By:

Name:

Title:

Date:

Exh. 3-2

EXHIBIT 4

FORM OF ESCROW ACCOUNT CERTIFICATION

_________ ___, 200[_]

[_____________] hereby certifies that it has established the account described below as an Escrow Account pursuant to Section 2.06 of the Flow Servicing Agreement, dated as of January 1, 2006.

Title of Account: “Avelo Mortgage, L.L.C., in trust for [insert name of Owner] Residential Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors.”

Account Number:

Address of office or branch

of the Servicer at

which Account is maintained:

Avelo Mortgage, L.L.C.,

Servicer

By:

Name:

Title:

Date:

Exh. 4-1

EXHIBIT 5

FORM OF ESCROW ACCOUNT LETTER AGREEMENT

_______ __, 200[_]

To:


	(the “Depository”)

As Servicer under the Flow Servicing Agreement, dated as of January 1, 2006 (the “Agreement”), we hereby authorize and request you to establish an account, as an Escrow Account pursuant to Section 2.06 of the Agreement, to be designated as “Avelo Mortgage, L.L.C., in trust for [insert name of Owner] Residential Fixed and Adjustable Rate Mortgage Loans, and various Mortgagors.” All deposits in the account shall be subject to withdrawal therefrom by order signed by the 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.

Avelo Mortgage, L.L.C.,

Servicer

By:

Name:

Title:

Date:

Exh. 5-1

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”). The parties hereto intend that the Escrow Account established hereby shall be a Special Deposit Account. This letter shall be construed in accordance with the laws of the State of New York.

____________________________

Depository

By:

Name:

Title:

Date:

Exh. 5-2

EXHIBIT 6

FORM OF ANNUAL CERTIFICATION

Re:

The [ ] agreement dated as of [ ], 200[ ] (the “Agreement”), among [IDENTIFY PARTIES]

I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to [the Owner], [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:

(1) I have reviewed the servicer compliance statement of the Company provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’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 servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 200[ ] that were delivered by the Company to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company Servicing Information”);

(2) Based on my knowledge, the Company 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 with respect to the period of time covered by the Company Servicing Information;

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

(4) I am responsible for reviewing the activities performed by the Company as servicer 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 Company has fulfilled its obligations under the Agreement in all material respects; and

Exh. 6-1

(5) The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the [Depositor] [Master Servicer]. 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.

Date:

By:

Name:

Title:

Exh. 6-2

EXHIBIT 7

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by [the Servicer] [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.	Ö
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.	Ö
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.	Ö
	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.	Ö
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Ö
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.	Ö

Exh. 7-1


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.	Ö
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.	Ö
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Ö
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.	Ö
	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.	Ö
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.	Ö
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.	Ö

Exh. 7-2


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.	Ö
	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.	Ö
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Ö
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.	Ö
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.	Ö
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.	Ö
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.	Ö
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.	Ö
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).	Ö

Exh. 7-3


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.	Ö
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.	Ö
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.	Ö
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.	Ö
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.	Ö
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Ö
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

[NAME OF SERVICER] [SUBSERVICER]

Date:

By:

Name:

Title:

Exh. 7-4

EXHIBIT 8

Subprime Default and REO Servicing Standards

Right Party Contact Rate of twenty-seven and a half percent (27.50%) per month. Termination standard is twenty-two and a half percent (22.50%), after Servicer has failed to respond to the notice provisions contained in the Flow Servicing Agreement

Servicer shall meet the foreclosure timeline requirements as set forth in the FNMA guidelines

Time Zones

All accounts should be called until 9:00 p.m. in each time zone Monday through Thursday.

Collection Call Statistics

With respect to only loans owned by Owner (“Owner Loans”), Servicer shall report monthly to Owner to the extent permitted by applicable law the following dialer statistical information broken out by delinquency bucket and on a loan level basis:

Number of attempts made; ACD, predictive and non-predictive ;

Number of right party contacts ;

Number of commitments obtained; and

Number of performing commitments.

The reports provided by Servicer to Owner will stratify the collection work efforts and/or results in such a manner as to reasonably assure Owner that Servicer is in material compliance with the agreed upon service levels.

Skip Tracing Statistics

A minimum of 50% of the accounts referred to skip tracing should result in a good phone number for the borrower.

Broken Repayment Plans or Broken Promise to Pay

Follow-up with the Mortgagor within seventy-two (72) hours of the repayment plan being broken.

FICO’s

Updated FICO scores must be ordered, at Owner’s sole cost and expense, on all Owner Loans on a quarterly basis and reported to Owner on the following month end tape.

VALUATIONS

BPO should be ordered on the day in which a loan becomes sixty-five (65) days delinquent if such loan is not cash flowing through a forbearance plan or bankruptcy plan. Servicer should receive the requested BPO within twenty-one (21) days of such BPO order with the understanding that such BPOs may be received at any time depending on the totality of the circumstances; provided, however, the Servicer shall provide Owner with notice and weekly updates of any developments with respect to any BPO which is not received by the Servicer within twenty-one (21) days of such BPO order. Reconciliation should be performed on a BPO within five (5) business days of receipt thereof. Servicer system should reflect reconciled value upon receipt of the BPO. The reconciled value should then be reported to Owner with the next month end data tape.

Exh. 8-1

BANKRUPTCY

All bankruptcy actions will be managed according to FNMA guidelines including, without limitation, bankruptcy set-up, filing proofs of claims, monitoring plans, referring loans to an attorney, filing motions for relief, and/or releasing bankruptcies back to foreclosure/normal servicing.

All loans owned by Owner should be run though BANKO or a similar system once every thirty (30) days.

FORECLOSURE

Servicer shall follow FNMA timelines for all Owner Loans in foreclosure. Allowable delays shall include bankruptcy filings, litigation, loss mitigation which results in cash being applied to the loan. Assignment delays should be no longer than thirty (30) days. Title issues should be no longer than sixty (60) days. Any delays that shall exceed these estimated timelines should be reported to Owner on a monthly basis. Owner Loans will not be referred to foreclosure until the reconciled value has been received and evaluated.

Servicer shall maintain a foreclosure resolution rate of fifty percent (50%).

Exh. 8-2

EXHIBIT 9

REO Servicing Standards

Purpose: The purpose of these standards is to serve as a guideline for valuations, reporting and overall management of Owner REO Assets.

Property Valuations:

BPO - As soon as the REO property in possession, by our attached definition an interior BPO should be ordered by the servicer. The BPO should state a Value as-is and a Repaired Value. It should include interior photos, photos of outbuildings, and deferred maintenance. Upon completion an original copy of the BPO is to be forwarded to the REO Department of Owner either in PDF format or overnight hard copy. Sale and listing information on the BPO should be in a grid format acceptable to Owner.

APPRAISAL - (Only on new REO acquisitions) As soon as the property is re-keyed and trashed out the servicer will at Owner request, order a full interior appraisal on form 1004 from an Appraiser acceptable to Owner. The appraiser should be given the access instructions by the servicer. The full appraisal will include interior photos, photos of all outbuildings and deferred maintenance. Required is “The Supplemental REO Addendum Form” giving 3 listing comps, itemization of needed repairs, and as-is and as-repaired value. Upon completion an original copy of the Appraisal is to be forwarded or made available to the REO Department of Owner either in PDF format or overnight hard copy.

OTHER - Any and all subsequent BPO’s, CMA’s Appraisals, AVM’s or other evaluations ordered during the course of the REO term are to be made available in the same manner.

Vendors:

From time to time, Owner will provide the Servicer with a published list of Appraisers, Appraisal Vendors, Realtors, Brokers and other service providers with whom they prefer not to do business. The Servicer will make commercially reasonable efforts to refrain from using anyone named on such a list and Owner reserves the right to refuse any product or service and payment for that product or service provided by such listed Appraisers, Appraisal Vendors, Realtors, Brokers and other service providers - if, and only if, such product or service does not comply with reasonable standards as determined by generally accepted mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such mortgage loan in the jurisdiction where the related mortgaged property is located.

Possession:

RE-KEYING - The property should be Re-keyed as soon as it is in our possession both to keep prior occupants out and allow access to new service providers and Owner personnel. Owner suggests that the door be re-keyed to a master key code (key code to be furnished to REO personnel at Owner) and the new keys be placed in a combo lock box. The servicer will keep REO personnel at Owner informed with proper access information.

Exh. 9-1

TRASH OUT - Defined as but not limited to; grass cut, shrubs and trees trimmed, all debris cleared from interior and exterior, appliances emptied, cleaned and secured, all trash removed from premises, windows and doors secured, any fire or safety hazard removed. The property should be trashed out before the full appraisal is ordered and the “For Sale” sign is placed on the property.

CASH FOR KEYS - The maximum allowable payment to either an owner or tenant to vacate the property without Owners’ prior consent should be one thousand five hundred dollars ($1,500). If the servicer intends to pay either an owner or tenant to vacate the property an amount in excess of one thousand five hundred dollars ($1,500), the servicer should make commercially reasonable efforts to obtain Owners’ prior consent. Every advance should be cost justified and that data available to Owner upon request. The exact amount of the advance should be proportional to the benefit and made to avoid a lengthily eviction process. Payments should be made only after the property is actually vacated and inspected by designated agents of the servicer. The servicer will report each month on all cash for keys transactions.

INSURANCE CLAIMS- The servicer will report on a monthly basis all Insurance claims filed, claims denied and claims aged over ninety (90) days during the reporting period.

On the Market:

·	LISTING -

All properties are expected to be listed within thirty (30) days of possession.

Properties not listed within thirty (30) days will require an exceptions report at month end.

All listings should be in the local MLS.

Listing Agreements should not be for more than six (6) months.

All listing agreements are subject to cancellation at any time without penalty of liability to Owner

·	SIGNAGE -

All listed properties are to have a sign that is conspicuous and readable from the street which clearly indicates the property is available for sale and contact information for prospective buyers.

Exh. 9-2

From the date of acquisition through the date of listing , the broker/agent/servicer is to reasonably inspect the property until a sale sign is posted.

Exh. 9-3

EXHIBIT 10

FORM OF NOTICE LETTER

[LETTERHEAD OF OWNER]

[DATE]

Avelo Mortgage, L.L.C.

600 E. Las Colinas Boulevard

Suite 600

Irving, Texas 75039

Attention: President

Re:

Flow Servicing Agreement dated January 1, 2006 (the “Servicing Agreement”), between Goldman Sachs Mortgage Company (“Owner”) and Avelo Mortgage, L.L.C., as servicer (“Servicer”).

Gentlemen and Ladies:

This letter (this “Notice Letter”) and the Mortgage Loan Schedule attached hereto as Exhibit A, identifies certain mortgage loans (the “Added Mortgage Loans”) which Owner requests to make subject to the Servicing Agreement effective as of [________] (the “Transfer Date”).

As of the Transfer Date, the Added Mortgage Loans shall be deemed to have been made subject to the terms and conditions of the Servicing Agreement. The Mortgage Loans are [prime] [subprime] [Alt-A] Mortgage Loans and all delinquency calculation with respect to the Added Mortgage Loans shall be determined in accordance with [ABS] [RMBS] methodology. The Servicing Fee Rate with respect to the Added Mortgage Loans shall be [___]. The REO Management Fee with respect to the Added Mortgage Loans shall be [________].

All exhibits hereto are incorporated herein in their entirety. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Servicing Agreement.

[SIGNATURE PAGE FOLLOWS]

Exh. 10-1

IN WITNESS WHEREOF, this Notice Letter has been executed as of the ____day of ______________.

GOLDMAN SACHS MORTGAGE

COMPANY, as Owner

By:

Name:

Title:

AVELO MORTGAGE, L.L.C., as Servicer

By:

Name: J. Weston Moffett

Title: President

Exh. 10-2


ARTICLE I

DEFINITIONS

Section 1.01	Definitions	1

ARTICLE II

SERVICING

Section 2.01	Servicer to Act as Servicer	14
Section 2.02	Liquidation of Mortgage Loans	15
Section 2.03	Collection of Mortgage Loan Payments	15
Section 2.04	Establishment of and Deposits to Custodial Account	15
Section 2.05	Permitted Withdrawals From Custodial Account	17
Section 2.06	Establishment of and Deposits to Escrow Account	18
Section 2.07	Permitted Withdrawals From Escrow Account	19
Section 2.08	Payment of Taxes, Insurance and Other Charges With Respect to First Lien Loans	19
Section 2.09	Protection of Accounts	20
Section 2.10	Maintenance of Hazard Insurance	20
Section 2.11	Maintenance of Fidelity Bond and Errors and Omissions Insurance	22
Section 2.12	Inspections	22
Section 2.13	Restoration of Mortgaged Property	22
Section 2.14	Liquidation Reports	23
Section 2.15	Notification of Adjustments	23
Section 2.16	Reports of Foreclosures and Abandonments of Mortgaged Property	23
Section 2.17	Credit Reporting	23
Section 2.18	Title, Management and Disposition of REO Property	23
Section 2.19	Permitted Withdrawals with Respect to REO Property	25
Section 2.20	Real Estate Owned Reports	25
Section 2.21	Reports of Foreclosures and Abandonments of Mortgaged Property	25
Section 2.22	Recordation of Assignments of Mortgage	25
Section 2.23	Additional Servicing Requirements	25
Section 2.24	Tax and Flood Service Contracts	26

ARTICLE III

PAYMENTS TO OWNER

Section 3.01	Remittances	26

Section 3.02	Statements to Owner	27
Section 3.03	Advances by Servicer	27
Section 3.04	Principal and Interest Advances by Servicer	27

ARTICLE IV

GENERAL SERVICING PROCEDURES

Section 4.01	Transfers of Mortgaged Property	28
Section 4.02	Satisfaction of Mortgages and Release of Mortgage Files	28
Section 4.03	Servicing Compensation	29
Section 4.04	Right to Examine Servicer Records	29
Section 4.05	Compliance with Gramm-Leach-Bliley Act of 1999	30

ARTICLE V

SERVICER TO COOPERATE

Section 5.01	Provision of Information	30
Section 5.02	Financial Statements; Servicing Facilities	30
Section 5.03	Covenant	30
ARTICLE VI
TERMINATION
Section 6.01	Liability of the Owner and the Servicer	31
Section 6.02	Termination	31

ARTICLE VII

BOOKS AND RECORDS

Section 7.01	Possession of Servicing Files Prior to the Subsequent Transfer Date	32

ARTICLE VIII

INDEMNIFICATION AND ASSIGNMENT

Section 8.01	Indemnification	33
Section 8.02	Limitation on Liability of Servicer and Others	33
Section 8.03	Limitation on Resignation and Assignment by Servicer	34
Section 8.04	Assignment by Owner	35
Section 8.05	Merger or Consolidation of the Servicer	35

ARTICLE IX

REPRESENTATIONS AND WARRANTIES

Section 9.01	Representations and Warranties Regarding the Servicer	36
Section 9.02	Representations and Warranties of the Owner	37

ARTICLE X

DEFAULT

Section 10.01	Events of Default	38
Section 10.02	Waiver of Defaults	40

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01	Notices	40
Section 11.02	Waivers	40
Section 11.03	[Reserved]	40
Section 11.04	Entire Agreement; Amendment	41
Section 11.05	Execution; Binding Effect	41
Section 11.06	Headings	41
Section 11.07	Applicable Law	41
Section 11.08	Relationship of Parties	41
Section 11.09	Severability of Provisions	41
Section 11.10	General Interpretive Principles	41
Section 11.11	Reproduction of Documents	42
Section 11.12	Further Agreements	42
Section 11.13	No Solicitation	42
Section 11.14	Waiver of Trial by Jury	42
Section 11.15	Submission To Jurisdiction; Waivers	43
Section 11.16	Confidential Information	43

ARTICLE XII

COMPLIANCE WITH REGULATION AB

Section 12.01	Intent of the Parties; Reasonableness	44
Section 12.02	Additional Representations and Warranties of the Servicer	45
Section 12.03	Information to Be Provided by the Servicer	45
Section 12.04	Servicer Compliance Statement	49
Section 12.05	Report on Assessment of Compliance and Attestation	49
Section 12.06	Use of Subservicers and Subcontractors	50
Section 12.07	Indemnification; Remedies	51


SCHEDULE 1	REQUIRED FIELDS FOR MONTHLY REMITTANCE REPORT

SCHEDULE 2	CONTENTS OF EACH MORTGAGE LOAN DOCUMENTS

SCHEDULE 3	CONTENTS OF EACH MORTGAGE FILE

EXHIBIT 1	FORM OF MONTHLY REMITTANCE ADVICE

EXHIBIT 2	FORM OF CUSTODIAL ACCOUNT CERTIFICATION

EXHIBIT 3	FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT

EXHIBIT 4	FORM OF ESCROW ACCOUNT CERTIFICATION

EXHIBIT 5	FORM OF ESCROW ACCOUNT LETTER AGREEMENT

EXHIBIT 6	FORM OF ANNUAL CERTIFICATION

EXHIBIT 7	SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

EXHIBIT 8	SUBPRIME DEFAULT AND REO SERVICING STANDARDS

EXHIBIT 9	REO SERVICING STANDARDS

EXHIBIT 10	FORM OF NOTICE LETTER