ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Successor to the Servicer.

Prior to termination of the Servicer’s responsibilities and duties under this Agreement pursuant to Section 8.03, 9.01, or 10.02, the Owner shall (i) succeed to and assume all of the Servicer’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Servicer under this Agreement prior to the termination of Servicer’s responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. The Servicer shall discharge its duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement.

Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer and to the Owner an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. No termination of the Servicer or this Agreement shall affect any claims that the Owner may have against the Servicer or that Servicer may have against Owner arising prior to any such termination or resignation.

The Servicer shall timely deliver to its successor the funds in the Custodial Account and the Escrow Account (less any amounts to which the Servicer is entitled pursuant to the terms of this Agreement) and all Mortgage Loan Servicing Files and related documents and statements held by it hereunder and the Servicer shall account for all funds. The Servicer shall execute and deliver such instruments and do such other things all as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, including without limitation, the requirements set forth in Exhibit I hereto. Servicer and Owner shall be liable for the costs and expenses associated with the transfer of the servicing function as set forth throughout this Agreement.

Upon a successor’s acceptance of appointment as such, the Servicer shall notify by mail the Owner of such appointment.

Section 11.02 No Waiver.

No delay or omission by either party in exercising any right or remedy hereunder shall operate as a waiver or estoppel thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. The failure at any time or times hereafter to require strict performance by either party of any of the provisions, terms and conditions contained in this Agreement, or any other agreement, document or instrument now or hereafter executed by the parties, shall not waive, affect, or diminish any right of the other party hereafter to demand strict compliance or performance therewith and with respect to any provisions, terms and conditions contained in such agreements, documents and instruments at any other time, and waiver of any default shall not waive or affect any other default, whether prior or subsequent thereto, and whether of the same or a different type. None of the warranties, conditions, provisions, and terms contained in this Agreement or any other agreement, document or instrument now or hereafter executed by the parties shall be deemed to have been waived by any act or knowledge of a party, its agents, officers or employees, unless the other party is so advised by written instrument signed by an elected officer of said party and is directed to the other party specifying each waiver.

Section 11.03 Amendment.

This Agreement may be amended only by written agreement signed by the Servicer and Owner hereunder.

Section 11.04 No Solicitations.

Servicer agrees that it will not take any action or permit or cause any action to be taken by Servicer, any of its agents or affiliates, or by any independent contractors on Servicer’s behalf, personally, by telephone, the internet, mail, or otherwise, to solicit any Mortgagor either to refinance such Mortgagor’s Mortgage Loan, in whole or in part, or for any other product or service without the prior written consent of the Owner. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagor to refinance such Mortgagor’s Mortgage Loan and the attendant rights, title and interest in and to the list of such Mortgagor and data relating to such Mortgagor’s Mortgage Loans shall be retained by Owner pursuant hereto and Servicer shall take no action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that promotions undertaken by or on behalf of the Servicer or any affiliate of the Servicer which are directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of the Mortgage Loans, including, without limitation, mass mailing, newspaper, radio and television advertisements, website ads, monthly account statements or “VRU” recorded communications or from serving the refinancing needs of a Mortgagor who, without solicitation, contacts the Servicer in connection with the refinance of such Mortgage or Mortgage Loan shall not constitute solicitation under this section. Servicer shall use its best efforts to prevent the sale of the name of any Mortgagor to any person.

Section 11.05 Duration of Agreement.

This Agreement shall continue in existence and effect until terminated as herein provided.

Section 11.06 Governing Law.

This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, except to the extent preempted by Federal law but without regard to principles of conflicts of laws, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 11.07 Notices.

Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if (a) personally delivered, (b) mailed by registered mail, postage prepaid, return receipt requested, and received by the addressee, (c) sent by express courier delivery service and received by the addressee, or (d) transmitted by telex, telecopy or telegraph and confirmed by a writing delivered by means of (a), (b) or (c), to: (i) in the case of the Servicer, [_________________, Attn: ___________] or such other address as may hereafter be furnished to the Owner in writing by the Servicer, with a copy to the Servicer General Counsel at the same address and (ii) in the case of the Owner, One Belvedere Place, #310, Mill Valley, California, 94941.

Section 11.08 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. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.09 No Partnership.

Nothing herein contained shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of the Servicer shall be rendered as an independent contractor and not as agent for the Owner.

Section 11.10 Counterparts.

This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which shall be deemed to be an original. Such counterparts shall constitute one and the same agreement.

Section 11.11 Successors and Assigns.

The Servicer may not assign this Agreement or delegate a material portion of its duties hereunder (except to any affiliate or subsidiary of the Servicer) to any transferee servicer without the written consent of Owner, which consent shall not be unreasonably withheld or delayed. Any transferee servicer (including any affiliate or subsidiary of the Servicer) must meet the eligibility requirements for a successor servicer pursuant to Section 8.03 hereof. This Agreement shall inure to the benefit of and be binding upon the Servicer and the Owner and their respective successors and assigns.

Section 11.12 Time of Payment.

Unless otherwise specifically set forth in this Agreement, any amount due to Owner or Servicer under this Agreement will be due and payable thirty (30) days following receipt by the paying Party of the invoice from the other Party. All amounts will be payable by wire transfer, in accordance with payment instructions provided from time to time.

Any amount not paid when due as set forth in this Agreement will bear interest until paid at a rate of interest equal to the prime rate established from time to time by The Wall Street Journal, “Money Rates.” If any portion of an amount due to a Party under this Agreement is subject to a bona fide dispute between the Parties, the other Party will pay to that Party on the date such amount is due all amounts not disputed in good faith.

Section 11.13 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, Clauses and other subdivisions of this Agreement;

(d) a 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, Clauses, 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 11.14 Entire Agreement.

Each of the Servicer and the Owner acknowledge that no representations, agreements or promises were made to it by the other party or any of its employees other than those representations, agreements or promises specifically contained herein. This Agreement between the Servicer and the Owner set forth the entire understanding between the parties hereto with respect to the matters set forth herein and shall be binding upon all successors of both parties.

Section 11.15 Force Majeure.

The Servicer and the Owner shall be excused for the period of any delay in the performance of any obligations under this Agreement when prevented from performing such obligations by cause or causes beyond their reasonable control, including, without limitation, civil commotion, war invasions, rebellion, hostilities, military or usurped power, sabotage, pestilence, riots fire or other casualty or acts of God.

[SIGNATURES CONTAINED ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the Servicer and the Owner have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

	[______________________],
	Servicer

	By:
	Name:
	Title:

	RWT HOLDINGS, INC.,
	Owner

	By:
	Name:
	Title:

COMMONWEALTH OF				)
				) SS.
COUNTY OF				)

On the ______ day of ___________ before me, a Notary Public in and for said State, personally appeared ________________________ known to me to be ______________________ of [________________], that executed the within instrument and also known to me to be the person who executed it on behalf of said association, and acknowledged to me that such association executed the within instrument.

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


		Notary Public

		My Commission expires

STATE OF	)
	) SS.
COUNTY OF	)

On the ______ day of ___________ before me, a Notary Public in and for said State, personally appeared ________________________ known to me to be a ______________________ of RWT Holdings, Inc., that executed the within instrument and also known to me to be the person who executed it on behalf of RWT Holdings, Inc., and acknowledged to me that RWT Holdings, Inc. executed the within instrument.

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


	Notary Public

	My Commission expires

EXHIBIT A

ELIGIBILITY CRITERIA FOR RESIDENTIAL MORTGAGE LOANS

EXHIBIT B

[RESERVED]

EXHIBIT C

MORTGAGE FILE AND MORTGAGE LOAN SERVICING FILE CONTENTS

EXHIBIT D

TRANSFER INSTRUCTIONS

EXHIBIT E

FORM OF LIMITED CORPORATE RESOLUTION

RESOLUTION OF THE BOARD OF DIRECTORS OF RWT HOLDINGS, INC.

APPOINTMENT OF CERTAIN OFFICERS

FOR PURPOSES OF EXECUTING CERTAIN DOCUMENTS

WHEREAS, RWT Holdings, Inc. (the “Company”) desires to execute documents necessary to perfect the release of mortgage loans and the initiation of foreclosure actions (the “Releases” and “Foreclosures”) regarding certain Mortgage Loans serviced by [________________] on behalf of RWT Holdings, Inc., and that these Releases and Foreclosures may be best and most efficiently accomplished by the appointment of certain officers of the Company with special power to execute the individual documents to be recorded on behalf of the Company.

NOW, THEREFORE, BE IT RESOLVED, that the persons named on Exhibit A attached hereto be, and each of them hereby are appointed as officers of the Company to be effective as of the first day of _________, 20__ and terminating upon [________________]’s receipt of the last recorded assignment, as indicated below with full power to execute on behalf of the Company, by actual or facsimile signature, all documents in connection with the Releases and Foreclosures; and

FURTHER RESOLVED, that the Board is informed and aware that the persons named on Exhibit A attached hereto are employees of [________________], and that they may from time to time be named as officers by other corporations for purposes similar to that set forth in these resolutions; and

FURTHER RESOLVED, that the foregoing appointments and grants of power and authority are revocable upon completion of the project related to the Releases and Foreclosures; and the authority of the persons so appointed is specifically and strictly limited to the execution of the specific documents referred to above for the purposes herein authorized; and

FURTHER RESOLVED, that the foregoing appointments and grants of power and authority shall not be deemed to (i) entitle any of the persons so appointed to receive any compensation or other benefits from the Company or any of its affiliates or (ii) create any employer-employee relationship between the Company or any of its affiliates any such persons; and

FURTHER RESOLVED, that the Secretary and each Assistant Secretary (other than any Assistant Secretary appointed by these resolutions) of the Company are hereby authorized and directed from time to time to certify copies of these resolutions, the incumbency of the officers appointed pursuant to these resolutions, and the actual facsimile signatures of said officers.

CERTIFICATE OF RESOLUTION

I, THE UNDERSIGNED, Secretary of RWT Holdings, Inc., a ____________, having its principal place of business at One Belvedere Place, #300, Mill Valley, California, 94941, hereby certify that the attached is a true copy of a certain resolution duly adopted by the Board of Directors of RWT Holdings, Inc. in accordance with its Bylaws at, and recorded in the minutes of, a meeting of the Board duly held on ___________, 20__ as taken from the minutes of the meeting and compared by me with the original of the resolution recorded in the minutes. I further certify that the resolution is in full force and effect and has not been revoked.

IN WITNESS WHEREOF, I set my hand and caused the seal of _____________ to be affixed hereto on this _____ day of ____________________, 20__.


	Name, title

Subscribed and sworn to before me this ____ day of ____________, 20__


	Notary Public

	My commission expires:

Exhibit A

Name		Title to Which Appointed

EXHIBIT F

CUSTODIAL ACCOUNT LETTER AGREEMENT

To: _____________________________________

_____________________________________

(the “Depository”)

As “Servicer” under the Loan Servicing Agreement, dated as of _____________, ______________ (the “Agreement”), we hereby authorize and request you to establish an account, as a Custodial Account pursuant to Section 4.04 of the Agreement, to be designated as “[________________], in trust for the Owner -______________ Mortgage Loans - Group No. ______ and various Mortgagors.” All deposits in the account shall be subject to withdrawal there from by order signed by the Servicer. This letter is submitted to you in duplicate. Please execute and return one original to us.

	[________________]

	By

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 amount deposited at any time in the account will be insured by the Federal Deposit Insurance Corporation to the extent available under applicable law.


	(name of Depository)

	By

EXHIBIT G

ESCROW ACCOUNT LETTER AGREEMENT

To: _____________________________________

_____________________________________

(the “Depository”)

As “Servicer” under the Loan Servicing Agreement, dated as of _____________, __________ Mortgage Loans (the “Agreement”), we hereby authorize and request you to certify that an account exists titled “[________________], in trust for the Owner as indicated on [________________]’s records and various mortgagors.” All deposits in the account shall be subject to withdrawal there from by order signed by the Servicer. This letter is submitted to you in duplicate. Please execute and return one original to us.

	[__________________]

	By


	(name of Depository)

	By:

EXHIBIT H

FORM OF MONTHLY REMITTANCE STATEMENT

EXHIBIT I

SERVICER’S RESPONSIBILITIES UPON TRANSFER OF SERVICING

With respect to a transfer of servicing responsibilities to a successor servicer, the obligations of the Servicer under Section 11.01 shall consist of the following:

furnishing to the successor electronic records in an industry standard format reasonably acceptable to the successor reflecting the status of payments, balances and other pertinent information with respect to the Mortgage Loans as of such date mutually agreed upon by Owner and Servicer, including, but not limited to: (i) master file; (ii) escrow file; (iii) payee file, which includes comprehensive tax and insurance information identifying payee, payee address, next payment due date, next amount payable and policy number/parcel number; (iv) automatic payment draft file, which includes loan identifying information; (v) Adjustable Rate Mortgage Loan master file; (vi) Adjustable Rate Mortgage Loan history; and (vii) any other information reasonably requested by Owner to be furnished to the successor.

delivering written notice to: (1) all hazard, flood and earthquake insurance companies and/or their agents, all taxing authorities, flood determination companies and tax servicers and/or their agents, of the transfer of servicing, and (2) any and all mortgage insurance companies providing any Primary Mortgage Insurance Policy of the change in insured’s name on each such policy to Owner’s name in care of the successor.

With respect to Mortgage Loans secured by Mortgaged Properties located in Federal Emergency Management Agency designated flood areas, as of the date of transfer flood insurance policies will be in full force and effect in the amounts required by Owner under Applicable Requirements.

As of the date of transfer all Mortgaged Properties will be insured against fire and have extended coverage insurance in the amounts required by Fannie Mae all insurance premiums on such insurance policies will have been paid in a timely manner. Servicer will notify Owner of any fire losses on the Mortgaged Properties where Servicer’s estimate of loss is materially greater than the net recovery from the fire insurance carrier and fire losses on the Mortgaged Properties as to which there is a pending coinsurance claim.

transferring all tax service contracts to the successor and providing the successor with an electronic file identifying (i) tax type, payment frequency, payee code, tax amount last paid, next due date, parcel number, and (ii) each such tax contract, if any, by contract number subject to Owner’s payment obligations under Section 2.04 hereof.

delivering the “Goodbye Letter” in accordance with applicable law to each related Mortgagor.

providing the successor with (a) copies of all assumption agreements generated by or on behalf of the Owner within the sixty (60) days preceding such Servicing Transfer Date and (b) a list of all assumptions in process.

furnishing electronic copies of all accounting reports relating to the Mortgage Loan as of the related Servicing Transfer Date including, but not limited to, a trial balance and reports of collections, delinquencies, prepayments in full, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information with respect to each Mortgage Loan.

EXHIBIT J

LIST OF REPORTS

EXHIBIT K

FORM OF CUSTODIAL AGREEMENT

EXHIBIT L

RECONSTITUTION FORM OPINION

[Date]

To the Addresses identified on Schedule A attached hereto

Re:

Ladies and Gentlemen:

I am associate counsel of [_______________], a [___________]corporation (the “Company”), and have represented the Company in connection with the preparation, execution and delivery of the following documents:

In this connection, I have examined, or caused to be examined, originals, or copies certified to my satisfaction, of the [________________] (collectively, the “Agreements”), and such other documents, certificates and instruments which I have deemed necessary or appropriate in connection with this opinion. As to matters of fact, I have examined and relied upon representations, warranties and covenants of parties to the above documents contained therein and, where I have deemed appropriate, representations or certifications of officers of parties to the Agreements or public officials. In rendering this opinion letter, I have assumed (i) the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to me as copies, (ii) with respect to parties other than the Company, the due authorization, execution and delivery of such documents, and the necessary entity power with respect thereto, and the enforceability of such documents, (iii) the conformity of the Mortgage Loans and the documents set forth in Section [__________] of the Pooling and Servicing Agreement to the requirements of the Agreements and (iv) that there is not and will not be any other agreement that modifies or supplements the agreements expressed in the Agreements.

In rendering this opinion letter, I do not express any opinion concerning any law other than the law of the Commonwealth of Pennsylvania and the federal law of the United States, and I do not express any opinion concerning the application of the “doing business” laws. To the extent that any of the matters upon which I am opining herein are governed by laws (“Other Laws”) other than the laws identified in the preceding sentence, I have assumed with your permission and without independent verification or investigation as to the reasonableness of such assumption, that such Other Laws and judicial interpretation thereof do not vary in any respect material to this opinion from the corresponding laws of the Commonwealth of Pennsylvania and judicial interpretations thereof. I do not express any opinion on any issue not expressly addressed below.

My opinions set forth below are subject to the qualification that enforceability of each of the respective obligations of the parties under the Agreements is subject to (i) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, (ii) the availability of equitable remedies, (iii) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the rights of creditors, (iv) implied or express covenants of good faith, and (v) limitations of public policy under applicable securities laws as to rights of indemnity and contribution thereunder. My opinions are subject to the further qualification that enforceability of each of the parties’ respective obligations under the Agreements is subject to the effect of certain laws, regulations and judicial or other decisions upon the availability and enforceability of the remedies of specific performance and self help. Capitalized terms used herein, but not defined herein, shall have the meanings assigned to them in the Agreements.

Based upon the foregoing, but subject to the assumptions, exceptions, qualifications and limitations herein expressed, I am of the opinion that:

1. 1. The Company is duly incorporated and validly existing as a corporation in good standing under the laws of the Commonwealth of Pennsylvania and has the requisite power to own its properties, to conduct its business as presently conducted by it and to enter into and perform its obligations under the respective Agreements to which it is a party.

2. Each of the Agreements to which it is a party has been duly authorized, executed and delivered by the Company, and, assuming the authorization, execution and delivery by the other parties thereto (other than the Company), is the legal, valid and binding agreement of the Company, enforceable against it in accordance with its terms.

The opinions set forth herein are intended solely for the benefit of the addressees hereof in connection with the transactions contemplated herein and shall not be relied upon by any other person or for any other purpose without my prior written consent. Except for reproductions for inclusion in transcripts of the documentation relating to the transactions contemplated herein, this opinion may not be copied or otherwise reproduced or quoted from, in whole or in part, without my prior written consent.

	Very truly yours,

	By:
	Name:
	Title:	Corporate Counsel,
		[__________________]

REGULATION AB COMPLIANCE ADDENDUM

Dated as of [___________ __, 20__]

between

[_______________________]

and

RWT HOLDINGS, INC.

to the

LOAN

SERVICING AGREEMENT,

Dated as of [__________ __, 20__]

REGULATION AB COMPLIANCE ADDENDUM (the “Reg AB Addendum”), dated as of [_________ __, 20__], by and between RWT Holdings, Inc. (the “Owner”) and [________________], a [_________] limited liability company/corporation (the “Servicer”), to that certain Loan Servicing Agreement, dated as of [___________ __, 20__], by and between the Owner and [______________](the “Existing Agreement”). The Servicer agrees to be bound by the Existing Agreement as if it was a party thereto on the date the same was executed. The Owner accepts the conversion of the Servicer from a Pennsylvania corporation to a Delaware limited liability company.

WITNESSETH

WHEREAS, the Owner and the Servicer have agreed to, subject to the terms and conditions of this Reg AB Addendum, adopt an addendum to the Existing Agreement to reflect the intention of the parties to comply with Regulation AB. The Existing Agreement shall be referred to herein as “the Agreement”.

NOW, THEREFORE, in consideration of the mutual promises and mutual obligations set forth here, the Owner and the Servicer hereby agree as follows:

ARTICLE I

DEFINED TERMS

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Existing Agreement. The Existing Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

Commission: The United States Securities and Exchange Commission.

Servicer Information: As defined in Section 2.07(a).

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

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

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

Reconstitution: Any Securitization Transaction or Whole Loan Transfer.

Reconstitution Agreement: An agreement or agreements entered into by the Servicer and the Owner and/or certain third parties in connection with a Reconstitution with respect to any or all of the Mortgage Loans serviced under the 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 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

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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.

Servicer: As defined in Section 2.03(c).

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

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 Servicer or a Subservicer.

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 the Agreement or any Reconstitution Agreement that are identified in Item 1122(d) of Regulation AB.

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

ARTICLE II

COMPLIANCE WITH REGULATION AB

Section 2.01. Intent of the Parties; Reasonableness.

The Owner and the Servicer acknowledge and agree that the purpose of Article II of this Addendum is to facilitate compliance by the Owner and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

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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, any Master Servicer or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Servicer shall cooperate fully with the Owner and any Master Servicer to deliver to the Owner (including any of its assignees or designees), any Master Servicer and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Owner, any Master Servicer or any Depositor to permit the Owner, such Master Servicer or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer or 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.

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.

The Owner and the Servicer agree that the provisions set forth in Article II shall only apply to Securitization Transactions that close on or after January 1, 2006. However, delivery by the Servicer of an Attestation under Section 2.05 of this Reg AB Addendum shall be deemed to comply with the requirement under Section 6.05 of the Existing Agreement to deliver an Annual Independent Public Accountants’ Servicing Report.

In the event that (i) the Servicer does not reasonably believe that certain information requested under this Article II is required to be disclosed pursuant to Regulation AB, and (ii) the Servicer has not provided such information for any of its own securitizations, the Owner shall pay all reasonable documented costs incurred by the Servicer in connection with the preparation and delivery of such information and the Servicer shall promptly deliver such information after expiration of a reasonable period of time for establishing the necessary systems and procedures to produce such information.

Section 2.02. Additional Representations and Warranties of the Servicer.

(a) The Servicer hereby represents to the Owner, any Master Servicer and any Depositor, as of the date on which information is first provided to the Owner, any Master Servicer or any Depositor under Section 2.03 that, except as disclosed in writing to the Owner, such Master Servicer 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 the 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 the 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.

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(b) If so requested by the Owner, any Master Servicer or any Depositor on any date following the date on which information is first provided to the Owner or any Depositor under Section 2.03, 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 2.03. Information to Be Provided by the Servicer.

In connection with any Securitization Transaction the Servicer shall (i) make best efforts within five Business Days, but no less than ten Business Days, following request by the Owner or any Depositor, provide to the Owner and such Depositor, to the extent not previously provided, (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), (b), (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.

(a) 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 “Servicer”), as is requested for the purpose of compliance with Item 1108, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:

(A) the Servicer’s form of organization;

(B) a description of how long the Servicer has been servicing residential mortgage loans; a general discussion of the Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Servicer’s experience in, and procedures for, the servicing function it will perform under the Agreement and any Reconstitution Agreements; information regarding the size, composition and growth of the Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Servicer that may be material, in the good faith judgment of the 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:

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

(2) the extent of outsourcing the Servicer utilizes;

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

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

(5) such other information as the 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 Servicer’s policies or procedures with respect to the servicing function it will perform under the Agreement and any Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans;

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

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

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

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

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

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

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

(1) the sponsor

(2) the Depositor

(3) the issuing entity;

(4) any servicer;

(5) any trustee;

(6) any originator;

(7) any significant obligor;

(8) any enhancement or support provider; and

(9) any other material transaction party.

(b) for the purpose of satisfying reporting obligations under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (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 any Securitization Transaction, (C) any Event of Default under the terms of the Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the Servicer’s obligations under the Agreement or any Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships.

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(c) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under the 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, any Master Servicer 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 reporting obligations under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

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

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

(ii) information regarding any material pool asset changes (such as, additions substitutions or repurchases (Item 1121 (a) (14) of Regulation AB).

(e) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Owner or any Subservicer or the Owner or the Owner’s or such Subservicer’s performance hereunder.

Section 2.04. Servicer Compliance Statement.

On or before March 15 of each calendar year, commencing in 20__, the Servicer shall deliver to the Owner, any Depositor and any Master Servicer a statement of compliance addressed to the Owner ,such Depositor and such Master Servicer 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 the 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 the 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.

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Section 2.05. Report on Assessment of Compliance and Attestation.

(a) On or before March 15 of each calendar year, commencing in 20__, the Servicer shall:

(i) deliver to the Owner ,any Depositor and any Master Servicer a report (in form and substance reasonably satisfactory to the Owner, such Depositor and such Master Servicer) 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, such Depositor, and such Master Servicer and signed by an authorized officer of the Servicer, and shall address each of the applicable Servicing Criteria specified on of Exhibit B hereto (wherein “Investor” shall mean the Master Servicer on behalf of the trust);

(ii) deliver to the Owner, any Depositor and any Master Servicer a report of a registered public accounting firm reasonably acceptable to the Owner, such Depositor and such Master Servicer 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 Servicer pursuant to Section 2.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, any Depositor and any Master Servicer an assessment of compliance and accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section; and

(iv) deliver, and cause each Subservicer and Subcontractor described in Clause (iii) to deliver, to the Owner, any Depositor, any Master Servicer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit A.

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.

(b) Each assessment of compliance provided by a Subservicer pursuant to Section 2.05(a)(iii) shall address each of the applicable Servicing Criteria specified on Exhibit B hereto 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 2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 2.06.

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Section 2.06. 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 the 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 the Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section.

(a) It shall not be necessary for the Servicer to seek the consent of the Owner, any Depositor or any Master Servicer 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 2.02, 2.03(c) and (e), (f) and (g), 2.04, 2.05 and 2.07 of this Addendum to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 2.03(d) of this Addendum. 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 2.04, any assessment of compliance and attestation and other certification required to be delivered by such Subservicer under Section 2.05 and any certification required to be delivered to the Person that will be responsible for signing the Sarbanes Certification under Section 2.05 as and when required to be delivered.

(b) It shall not be necessary for the Servicer to seek the consent of the Owner, any Depositor or any Master Servicer to the utilization of any Subcontractor. The Servicer shall promptly upon request provide to the Owner, 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 2.05 and 2.07 of this Addendum 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 and the other certifications required to be delivered by such Subcontractor under Section 2.05, in each case as and when required to be delivered.

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Section 2.07. Indemnification; Remedies.

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

(i)(A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided under this Article II by or on behalf of the Servicer, or provided under this Article II 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 breach by the Servicer of its obligations under this Article II, including particularly 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 II, including any failure by the Servicer to identify pursuant to Section 2.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB;

(iii) any breach by the Servicer of a representation or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section 2.02(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 2.02(b) to the extent made as of a date subsequent to such closing date;

provided, however, that in no event shall the Servicer be liable for any consequential, indirect or punitive damages, whatsoever, whether in contract, tort (including negligence and strict liability) or an other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against the Owner.

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(b) The Owner shall indemnify the Servicer, each Person who controls the Servicer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing (each, a “Servicer Indemnified Party), and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that nay of them may sustain arising out of or based upon any untrue statement contained or alleged to be contained in any filing with the Commission or the omission or alleged omission to state in any filing with the Commission a material fact required to be stated or necessary to be stated in order to make the statement therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement, alleged untrue statement, omission, or alleged omission arose out of or was based upon any information or statement, other than the Servicer Information, in a filing with the Commission.

(c) (i) The indemnification provided for in Sections 2.07(a) and (b) shall survive the termination of this Reg AB Addendum or any party to this Reg AB Addendum.

(ii) If the indemnification provided for in Section 2.07(a) is unavailable or insufficient to hold harmless an Owner Indemnified Party, then the Servicer agrees that is shall contribute to the amount paid or payable by such Owner Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Owner Indemnified Party on the one hand and the Servicer on the other.

(iii) 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.

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(d)

(i) 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 II, including any failure to identify pursuant to Section 2.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, or any breach by the Servicer of a representation or warranty set forth in Section 2.02(a) or in a writing furnished pursuant to Section 2.02(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 2.02(b) to the extent made as of a date subsequent to such closing date, shall immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under the Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner, or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer as servicer under the Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in the Agreement or any applicable Reconstitution Agreement to the contrary) of any compensation to the Servicer (and if the Servicer is servicing any of the Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable to any Master Servicer for such Securitization Transaction); provided that to the extent that any provision of the 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, any Master Servicer nor any Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (d)(i) 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.

(ii) 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 the 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.

2.08. Interpretation.

To the extent any provision or requirement of this Reg AB Addendum conflicts with a provision or requirement of the Agreement, the terms of this Addendum shall govern and shall be deemed to supercede the conflicting provision or requirement of the Agreement.

2.09 Third Party Beneficiary

For purposes of this Article II, the Master Servicer shall be considered a third-party beneficiary of the Reg AB Addendum, entitled to all the rights and benefits hereof as if it were a direct party to this Reg AB Addendum.

2.10 Counterparts.

This Reg AB may be executed in one or more counterparts and by different parties hereto on separate counterparts, and each of which, when so executed shall constitute one and the same agreement.

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

	RWT HOLDINGS, INC..

	By:

	Name:

	Title:

	[_________________]

	By: :

	Name:

	Title:

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EXHIBIT A

FORM OF ANNUAL CERTIFICATION

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

I, ________________________________, the _______________________ of [NAME OF SERVICER], 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 Servicer provided in accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Servicer’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 Servicer during 200[ ] that were delivered by the Servicer to the [Depositor] [Master Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement (collectively, the “Servicer Servicing Information”);

(2) Based on my knowledge, the Servicer 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 Servicer Servicing Information;

(3) Based on my knowledge, all of the Servicer Servicing Information required to be provided by the Servicer 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 Servicer 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 Servicer has fulfilled its obligations under the Agreement in all material respects; and

(5) The Compliance Statement required to be delivered by the Servicer pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Servicer and by any Subservicer and 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.

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Date:

By:

Name:

Title:

A-2

EXHIBIT B

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA

Reference	Criteria

	General Servicing Considerations

1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	ü

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.	ü

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.	ü

	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.	ü

1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	ü

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.	ü

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.	ü

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.	ü

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

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.	ü

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SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA

Reference	Criteria

	Investor Remittances and Reporting

1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.	ü

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.	ü

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.	ü

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.	ü

	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.	ü

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

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.	ü

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.	ü

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.	ü

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.	ü

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.	ü

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).	ü

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.	ü

B-2

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA

Reference	Criteria

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.	ü

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.	ü

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.	ü

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.	ü

1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	ü

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.

B-3

ARTICLE I	DEFINITIONS	1

Section 1.01	Definitions	1

ARTICLE II POSSESSION OF MORTGAGE LOAN SERVICING FILES		10

Section 2.01	Servicing of Mortgage Loans.	10

Section 2.02	Conveyance of Mortgage Loan Servicing Files; Possession of Mortgage Loan Servicing Files.	10

Section 2.03	Books and Records.	10

Section 2.04	Custodial Agreement: Delivery of Documents.	10

Section 2.05	Tax Service/Flood Service.	11

ARTICLE III REPRESENTATIONS AND WARRANTIES		11

SECTION 3.01	GENERAL REPRESENTATIONS AND WARRANTIES OF THE SERVICER AND OWNER.	11

Section 3.02	Representations, Warranties and Covenants of Owner.	12

Section 3.03	Survival.	13

ARTICLE IV ADMINISTRATION AND SERVICING OF MORTGAGE LOANS		13

Section 4.01	Standards of Servicer.	13

Section 4.02	Liquidation of Mortgage Loans; Servicing Advances and Foreclosure.	15

Section 4.03	Collection of Mortgage Loan Payments.	16

Section 4.04	Establishment of Custodial Account; Deposits in Custodial Account.	16

Section 4.05	Withdrawals From the Custodial Account.	17

Section 4.06	Establishment of Escrow Account; Deposits in Escrow Account.	19

Section 4.07	Withdrawals From Escrow Account.	19

Section 4.08	Payment of Taxes, Insurance and Other Charges.	20

Section 4.09	Transfer of Accounts.	20

Section 4.10	Maintenance of Hazard Insurance.	20

Section 4.11	Maintenance of Blanket Insurance Policy.	21

Section 4.12	Maintenance of Mortgage Impairment Insurance Policy.	21

Section 4.13	Fidelity Bond; Errors and Omissions Insurance.	21

Section 4.14	Title, Management and Disposition of REO Property.	22

Section 4.15	Transfer Notices.	24

Section 4.16	Restoration of Mortgaged Property.	25

Section 4.17	Maintenance of PMI Policy; Claims.	25

Section 4.18	Privacy.	26

Section 4.19	Compliance with REMIC Provisions.	26

ARTICLE V PAYMENTS TO THE OWNER		27

Section 5.01	Distributions.	27

Section 5.02	Statements to the Owner.	27

Section 5.03	P&I Advances by the Servicer.	28

ARTICLE VI GENERAL SERVICING PROCEDURE		28

Section 6.01	Assumption Agreements.	28

Section 6.02	Release of Mortgage Files; Wrongful Satisfaction of Mortgages.	29

Section 6.03	Servicing Compensation.	29

Section 6.04	Annual Statement as to Compliance.	29

Section 6.05	Annual Independent Public Accountants’ Servicing Report.	30

Section 6.06	Owner’s Right to Examine Servicer Records.	30

Section 6.07	Rate Adjustment.	30

Section 6.08	Maintenance of Licenses and Ratings.	31

Section 6.09	Quality Control.	31

Section 6.10	Compliance and Performance Reviews.	31

Section 6.11	Access to Documents and Employees.	31

Section 6.12	Notices.	31

Section 6.13	Contingency Plans.	32

ARTICLE VII REPORTS TO BE PREPARED BY SERVICER		32

Section 7.01	Servicer Shall Provide Access and Information as Reasonably Required.	32

Section 7.02	Financial Statements.	32

ARTICLE VIII THE SERVICER		33

Section 8.01	Indemnification; Third Party Claims.	33

Section 8.02	Limitation on Liability	34

Section 8.03	Merger or Consolidation of the Servicer.	35

ARTICLE IX DEFAULT		36

Section 9.01	Events of Default.	36

ARTICLE X TERMINATION; RECONSTITUTION		37

Section 10.01	( Reserved )	37

Section 10.02	Termination Without Cause	37

Section 10.03	Removal of Mortgage Loans From Inclusion Under This Agreement	38

ARTICLE XI MISCELLANEOUS PROVISIONS		41

Section 11.01	Successor to the Servicer.	41

Section 11.02	No Waiver.	41

Section 11.03	Amendment.	42

Section 11.04	No Solicitations.	42

Section 11.05	Duration of Agreement.	42

Exhibit A	Eligibility Criteria for Residential Mortgage Loans
Exhibit B	Reserved
Exhibit C	Mortgage File and Mortgage Loan Servicing File Contents
Exhibit D	Transfer Instructions
Exhibit E	Form of Limited Corporate Resolution
Exhibit F	Custodial Account Letter Agreement
Exhibit G	Escrow Account Letter Agreement
Exhibit H	Form of Remittance Schedule
Exhibit I	Servicer’s Responsibilities Upon Transfer of Servicing
Exhibit J	List of Reports
Exhibit K	Form of Custodial Agreement
Exhibit L	Reconstitution Form Opinion

Section 11.06	Governing Law.	42

Section 11.07	Notices.	43

Section 11.08	Severability of Provisions.	43

Section 11.09	No Partnership.	43

Section 11.10	Counterparts.	43

Section 11.11	Successors and Assigns.	43

Section 11.12	Time of Payment.	44

Section 11.13	General Interpretive Principles.	44

Section 11.14	Entire Agreement.	44

Section 11.15	Force Majeure.	45