AMENDMENT REG AB TO THE MORTGAGE LOAN SALE AND SERVICING AGREEMENT

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Exhibit 99.3

EXECUTION VERSION

AMENDMENT REG AB

TO THE MORTGAGE LOAN SALE AND SERVICING AGREEMENT

This is Amendment Reg AB ("Amendment Reg AB"), dated as of March 1,2006, by

and between National City Mortgage Co. (the "Company"), and J.P. Morgan Mortgage

Acquisition Corp. (the "Purchaser") to that certain Flow Master Seller's

Warranties and Servicing Agreement (the "Agreement"), dated February 24, 2004 by

and between the Company and the Purchaser (as amended, modified or supplemented,

the "Existing Agreement").

W I T N E S S E T H

WHEREAS, the Company and the Purchaser have agreed, subject to the terms

and conditions of this Amendment Reg AB that the Existing Agreement be amended

to reflect agreed upon revisions to the terms of the Existing Agreement.

Accordingly, the Company and the Purchaser hereby agree, in consideration

of the mutual premises and mutual obligations set forth herein, that the

Existing Agreement is hereby amended as follows:

1. Capitalized terms used herein but not otherwise defined shall have the

meanings set forth 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.

Company Information: As defined in Section 13.05.

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.

Qualified Correspondent: Any Person from which the Company purchased

Mortgage Loans, provided that the following conditions are satisfied: (i) such

Mortgage Loans were originated pursuant to an agreement between the Company and

such Person that contemplated that such Person would underwrite mortgage loans

from time to time, for sale to the Company, in accordance with underwriting

guidelines designated by the Company ("Designated Guidelines") or guidelines

that do not vary materially from such Designated Guidelines; (ii) such Mortgage

Loans were in fact underwritten as described in clause (i) above and were

acquired by the Company within 180 days after origination; (iii) either (x) the

Designated Guidelines were, at the time such Mortgage Loans were originated,

used by the Company in origination of mortgage loans of the same type as the

Mortgage Loans for the Company's own account or (y) the Designated Guidelines

were, at the time such Mortgage Loans were underwritten, designated by the

Company on a consistent basis for use by lenders in originating mortgage loans

to be purchased by the Company; and (iv) the Company employed, at the time such

Mortgage Loans were acquired by the Company, pre-purchase or post-purchase

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quality assurance procedures (which may involve, among other things, review of a

sample of mortgage loans purchased during a particular time period or through

particular channels) designed to ensure that Persons from which it purchased

mortgage loans properly applied the underwriting criteria designated by the

Company. For the avoidance of doubt, a "Qualified Correspondent" includes a

"table broker" or mortgage lender that originates loans underwritten and funded

by the Company or an Affiliate of the Company.

Reconstitution: Any Securitization Transaction or Whole Loan Transfer.

Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB),

17 C.F.R. Sections 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.

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.

Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of

Regulation AB, for which the Company is responsible in its capacity as Servicer

and as identified on Exhibit Q hereto.

Static Pool Information: Static pool information as described in Item

1105(a) (1)(3) and 1105(c) of Regulation AB.

Subcontractor: Any vendor, subcontractor or other Person that is not

responsible for the overall servicing (as "servicing" is commonly understood by

participants in the mortgage-backed securities market) of Mortgage Loans but

performs one or more discrete material 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.

Subservicer: Any Person that services Mortgage Loans on behalf of the

Company 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 identified in Item 1122(d) of Regulation AB

that are required to be performed by the Company under this Agreement or any

Reconstitution Agreement; provided, however, that the term "Subservicer" shall

not include any master servicer, or any special servicer engaged at the request

of a Depositor, Purchaser or investor in a Securitization Transaction.

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Third-Party Originator: Each Person, other than a Qualified Correspondent,

that originated Mortgage Loans acquired by the Company and shall not include a

mortgage broker that does not fund loans.

2. The Purchaser and the Company agree that the Existing Agreement is

hereby amended by adding the following provisions as a new Article XIII:

ARTICLE XIII. COMPLIANCE WITH REGULATION AB

Section 13.01. Intent of the Parties; Reasonableness.

The Purchaser and the Company acknowledge and agree that the purpose

of Article XIII of this Agreement is to facilitate compliance by the

Purchaser and any Depositor with the provisions of Regulation AB and

related rules and regulations of the Commission. Although Regulation AB is

applicable by its terms only to offerings of asset-backed securities that

are registered under the Securities Act, the Company acknowledges that

investors in privately offered securities may require that the Purchaser or

any Depositor provide comparable disclosure in unregistered offerings.

References in this Agreement to compliance with Regulation AB include

provision of comparable disclosure in private offerings to the extent such

comparable disclosure in unregistered offerings becomes consistent with

industry practices.

Neither the Purchaser nor any Depositor shall exercise its right to

request delivery of information or other performance under these provisions

other than in good faith, or for purposes other than compliance with the

Securities Act, the Exchange Act and the rules and regulations of the

Commission thereunder that are applicable to any Securitization Transaction

(or the provision in a private offering of disclosure comparable to that

required under the Securities Act to the extent such comparable disclosure

in unregistered offerings becomes consistent with industry practices). The

Company 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 reasonable requests made by the Purchaser, any Master

Servicer or any Depositor in good faith for delivery of information under

these provisions on the basis of evolving interpretations of Regulation AB.

In connection with any Securitization Transaction, the Company shall

cooperate fully with the Purchaser to deliver to the Purchaser (including

any of its assignees or designees), any Master Servicer and any Depositor,

any and all statements, reports, certifications, records and any other

information reasonably necessary in the good faith determination of the

Purchaser, any Master Servicer or any Depositor to permit the Purchaser,

any Master Servicer or such Depositor to comply with the provisions of

Regulation AB, together with such disclosures relating to the Company, any

Subservicer, any Third-Party Originator and the Mortgage Loans, or the

servicing of the Mortgage Loans, reasonably believed by the Purchaser or

any Depositor to be necessary in order to effect such compliance.

The Purchaser (including any of its assignees or designees) shall

cooperate with the Company by providing timely notice of requests for

information under these

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provisions and by reasonably limiting such requests to information

required, in the Purchaser's reasonable judgment, to comply with Regulation

AB.

Section 13.02. Additional Representations and Warranties of the

Company.

(a) The Company shall be deemed to represent to the Purchaser and to

any Depositor, as of the date on which information is first provided to the

Purchaser or any Depositor under Section 13.03 that, except as disclosed in

writing to the Purchaser or such Depositor prior to such date and unless

otherwise disclosed in such information provided under Section 13.03: (i)

the Company 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 Company;

(ii) the Company 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 Company as

servicer has been disclosed or reported by the Company; (iv) no material

changes to the Company'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 scheduled closing date of the related Securitization

Transaction; (v) there are no aspects of the Company's financial condition

that could be reasonably expected to have a material adverse effect on the

performance by the Company 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 Company, or to the knowledge of the Company, any Subservicer or any

Third-Party Originator; and (vii) there are no affiliations, relationships

or transactions relating to the Company, any Subservicer or any Third-Party

Originator with respect to any Securitization Transaction and any party

thereto identified in writing to the Company by the related Depositor of a

type described in Item 1119 of Regulation AB.

(b) If so requested by the Purchaser or any Depositor on any date

following the date on which information is first provided to the Purchaser

or any Depositor under Section 13.03, the Company shall, within 10 calendar

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 13.03. Information to Be Provided by the Company.

In connection with any Securitization Transaction the Company shall

(i) within ten calendar days following request by the Purchaser or any

Depositor, provide to the Purchaser and such Depositor (or, as applicable,

cause each Third-Party Originator and each Subservicer to provide), in

writing, or in a mutually agreed upon electronic format, and in form and

substance reasonably

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satisfactory to the Purchaser 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

Company, provide to the Purchaser and any Depositor (in writing, or in a

mutually agreed upon electronic format, and in form and substance

reasonably satisfactory to the Purchaser and such Depositor) the

information specified in paragraph (d) of this Section.

(a) If so reasonably requested by the Purchaser or any Depositor, the

Company shall provide (or cause each Third-Party Originator or Subservicer,

as applicable, to provide) such information regarding (i) the Company, as

originator of the Mortgage Loans (including as an acquirer of Mortgage

Loans from a Qualified Correspondent), or (ii) each Third-Party Originator,

and (iii) as applicable, each Subservicer, as is reasonably requested for

the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119

of Regulation AB. Such information shall include, at a minimum:

(A) the originator's form of organization;

(B) a description of the originator's origination program and how long

the originator has been engaged in originating residential mortgage loans,

which description shall include a discussion of the originator's experience

in originating mortgage loans of a similar type as the Mortgage Loans;

information regarding the size and composition of the originator's

origination portfolio; and information that may be material, in the good

faith judgment of the Purchaser or any Depositor, to an analysis of the

performance of the Mortgage Loans, including the originators'

credit-granting or underwriting criteria for mortgage loans of similar

type(s) as the Mortgage Loans and such other information as the Purchaser

or any Depositor may reasonably request for the purpose of compliance with

Item 1110(b)(2) of Regulation AB;

(C) a description of any material legal or governmental proceedings

pending (or known to be contemplated) against the Company, or to the

knowledge of the Company, each Third-Party Originator and each Subservicer;

and

(D) a description of any affiliation or relationship between the

Company, each Third-Party Originator, each Subservicer and any of the

following parties to a Securitization Transaction, as such parties are

identified to the Company 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;

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(6) any originator;

(7) any significant obligor;

(8) any enhancement or support provider; and

(9) any other material transaction party.

(b) If so requested by the Purchaser or any Depositor, the Company

shall provide (or, as applicable, cause each Third-Party Originator to

provide) Static Pool Information with respect to the mortgage loans (of a

similar type as the Mortgage Loans, as reasonably identified by the

Purchaser as provided below) originated by (i) the Company, if the Company

is an originator of Mortgage Loans (including as an acquirer of Mortgage

Loans from a Qualified Correspondent), and/or (ii) each Third-Party

Originator. Such Static Pool Information shall be prepared by the Company

(or Third-Party Originator) on the basis of its reasonable, good faith

interpretation of the requirements of Item l105(a)(l)-(3) of Regulation AB.

To the extent that there is reasonably available to the Company (or

Third-Party Originator) Static Pool Information with respect to more than

one mortgage loan type, the Purchaser or any Depositor shall be entitled to

specify whether some or all of such information shall be provided pursuant

to this paragraph. The content of such Static Pool Information may be in

the form customarily provided by the Company, and need not be customized

for the Purchaser or any Depositor. Such Static Pool Information for each

vintage origination year or prior securitized pool, as applicable, shall be

presented in increments no less frequently than quarterly over the life of

the mortgage loans included in the vintage origination year or prior

securitized pool. The most recent periodic increment must be as of a date

no later than 135 days prior to the date of the prospectus or other

offering document in which the Static Pool Information is to be included or

incorporated by reference. The Static Pool Information shall be provided in

an electronic format that provides a permanent record of the information

provided, such as a portable document format (pdf) file, or other such

electronic format reasonably required by the Purchaser or the Depositor, as

applicable.

Promptly following notice or discovery of a material error in 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 Company shall provide corrected

information to the Purchaser or any Depositor, as applicable, in the same

format in which information was previously provided to such party by the

Company.

If so requested by the Purchaser or any Depositor, the Company shall

provide (or, as applicable, cause each Third-Party Originator to provide),

at the expense of the requesting party (to the extent of any additional

incremental expense associated with such request pursuant to this

Agreement), such statements and agreed-upon procedures letters of certified

public accountants reasonably acceptable to the Purchaser or Depositor, as

applicable, pertaining to Static Pool Information relating to prior

securitized pools for securitizations closed on or after January 1, 2006

or, in the case of Static Pool Information with respect to the Company's or

Third-Party Originator's

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originations or purchases, to calendar months commencing January 1, 2006,

as the Purchaser or such Depositor shall reasonably request. Such

statements and letters shall be addressed to and be for the benefit of such

parties as the Purchaser or such Depositor shall designate, which may

include, by way of example, any Sponsor, any Depositor and any broker

dealer acting as underwriter, placement agent or initial purchaser with

respect to a Securitization Transaction, and shall also be address to and

for the benefit of the Company and such Third Party Originator. Any such

statement or letter may take the form of a standard, generally applicable

document accompanied by a reliance letter authorizing reliance by the

addressees designated by the Purchaser or such Depositor.

(c) If so requested by the Purchaser or any Depositor, the Company

shall provide such information regarding the Company, as servicer of the

Mortgage Loans, and cause each Subservicer to so provide such information

(each of the Company and each Subservicer, for purposes of this paragraph,

a "Servicer"), as is reasonably requested for the purpose of compliance

with Item 1108 of Regulation AB. Such information shall include, at a

minimum:

(A) the Servicer's form of organization;

(B) a description of how long the Servicer has been servicing

residential mortgage loans; a general discussion of the Servicer's

experience in servicing assets of any type as well as a more detailed

discussion of the Servicer's experience in, and procedures for, the

servicing function it will perform under this Agreement and any

Reconstitution Agreements; information regarding the size, composition and

growth of the Servicer's portfolio of residential mortgage loans of a type

similar to the Mortgage Loans and information on factors related to the

Servicer that may be material, in the reasonable good faith judgment of the

Purchaser or any Depositor, to any analysis of the servicing of the

Mortgage Loans or the related asset-backed securities, as applicable,

including, without limitation:

(1) whether any prior securitizations of mortgage loans of a type

similar to the Mortgage Loans involving the Servicer have defaulted or

experienced an early amortization or other performance triggering event

because of servicing during the three-year period immediately preceding

scheduled closing date of 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 scheduled

closing date of 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

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(5) such other information as the Purchaser or any Depositor may

reasonably request for the purpose of compliance with Item 1108(b)(2) of

Regulation AB;

(C) a description of any material changes during the three-year period

immediately preceding the scheduled closing date of the related

Securitization Transaction to the Servicer's policies or procedures with

respect to the servicing function it will perform under this Agreement and

any Reconstitution Agreements for mortgage loans of a type similar to the

Mortgage Loans;

(D) information regarding the Servicer's financial condition, to the

extent that there is a material risk that the effect on one or more aspects

of servicing resulting from such financial condition would have a material

impact on pool performance the performance by the Company of its servicing

obligations under this Agreement or any Reconstitution Agreement;

(E) information regarding advances made by the Servicer on the

Mortgage Loans and the Servicer's overall servicing portfolio of

residential mortgage loans for the three-year period immediately preceding

the scheduled closing date of the related Securitization Transaction, which

may be limited to a statement by an authorized officer of the Servicer to

the effect that the Servicer has made all advances required to be made on

residential mortgage loans serviced by it during such period, or, if such

statement would not be accurate, information regarding the percentage and

type of advances not made as required, and the reasons for such failure to

advance;

(F) a description of the Servicer's processes and procedures designed

to address any special or unique factors involved in servicing loans of a

similar type as the Mortgage Loans;

(G) a description of the Servicer's processes for handling

delinquencies, losses, bankruptcies and recoveries, such as through

liquidation of mortgaged properties, sale of defaulted mortgage loans or

workouts; and

(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.

(d) For the purpose of satisfying its reporting obligation under the

Exchange Act with respect to any class of asset-backed securities, the

Company shall upon discovery (or shall cause each Subservicer and

Third-Party Originator to, upon discovery) (i) promptly notify the

Purchaser, any Master Servicer and any Depositor in writing of (A) any

material litigation or governmental proceedings pending against the

Company, any Subservicer or any Third-Party Originator, (B) any

affiliations or relationships that develop following the closing date of a

Securitization Transaction between the Company, any Subservicer or any

Third-Party Originator and any of the parties specified in clause (D) of

paragraph (a) of this Section (and any other parties

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identified in writing by the requesting party) with respect to such

Securitization Transaction, (C) any Event of Default under the terms of

this Agreement or any Reconstitution Agreement, (D) any merger,

consolidation or sale of substantially all of the assets of the Company,

and (E) the Company's entry into an agreement with a Subservicer to perform

or assist in the performance of any of the Company's obligations under this

Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser

and any Depositor a description of such proceedings, affiliations or

relationships.

(e) As a condition to the succession to the Company or any Subservicer

as servicer or subservicer under this Agreement or any Reconstitution

Agreement by any Person (i) into which the Company or such Subservicer may

be merged or consolidated, or (ii) which may be appointed as a successor to

the Company or any Subservicer, the Company shall provide to the Purchaser,

any Master Servicer and any Depositor, at least 10 calendar days prior to

the effective date of such succession or appointment, (x) written notice to

the Purchaser and any Depositor of such succession or appointment and (y)

in writiting and in form and substance reasonably satisfactory to the

Purchaser and such Depositor, all information reasonably requested by the

Purchaser or any Depositor in order to comply with its reporting obligation

under Item 6.02 of Form 8-K with respect to the related Securitization

Transaction.

(f) In addition to such information as the Company, as servicer, is

obligated to provide pursuant to other provisions of this Agreement, if so

requested by the Purchaser, Master Servicer or any Depositor, the Company

shall provide such information regarding the performance or servicing of

the Mortgage Loans as is reasonably required to facilitate preparation of

distribution reports in accordance with Item 1121 of Regulation AB as

applicable to the Company. The Company shall also provide a monthly report,

in the form of Exhibit N hereto, or such other form as is mutually

acceptable to the Company, the Purchaser and any Master Servicer, Exhibit P

with respect to defaulted mortgage loans or such other form as is mutually

acceptable to the Company, the Purchaser and any Master Servicer, and

Exhibit O, with respect to realized losses and gains, or such other form as

is mutually acceptable to the Company, the Purchaser and any Master

Servicer, with each such report. Such information shall be provided

concurrently with the monthly reports otherwise required to be delivered by

the Company under this Agreement, commencing with the first such report due

not less than ten Business Days following such request.

(g) In addition to such information as the Company, as servicer, is

obligated to provide pursuant to other provisions of this Agreement, not

later than ten days prior to the deadline for the filing of any

distribution report on Form 10-D in respect of any Securitization

Transaction that includes any of the Mortgage Loans serviced by the Company

or any Subservicer, the Company or such Subservicer, as applicable, shall,

to the extent the Company 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 l0-D (as

specified in the provisions of Regulation AB referenced below):

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(i) any material modifications, extensions or waivers of pool

asset terms, fees, penalties or payments during the distribution

period or that have cumulatively become material over time (Item

1121(a)(11) of Regulation AB);

(ii) material breaches of pool asset representations or

warranties or transaction covenants (Item 1121(a)(12) of Regulation

AB); and

(iii) information regarding any pool asset changes (such as,

additions, substitutions or repurchases), and any material changes in

origination or underwriting of pool assets as it relates to a

substitution (Item 1121(a)(14) of Regulation AB).

(h) The Company shall provide, as may be reasonably requested by the

Purchaser, any Master Servicer or any Depositor, evidence of the

authorization of the person signing any certification or statement, copies

or other evidence of Fidelity Bond Insurance and Error and Omissions

Insurance Policies, financial information and reports, and such other

information related to the Company or any Subservicer or the Company or

such Subservicer's performance hereunder to the Purchaser, any Master

Servicer and any Depositor.

Section 13.04. Use of Subservicers and Subcontractors.

The Company shall not hire or otherwise utilize the services of any

Subservicer to fulfill any of the obligations of the Company as servicer

under this Agreement or any Reconstitution Agreement unless the Company

complies with the provisions of paragraph (a) of this Section. The Company

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 Company as

servicer under this Agreement or any Reconstitution Agreement unless the

Company complies with the provisions of paragraph (b) of this Section.

(a) It shall not be necessary for the Company to seek the consent of

the Purchaser, any Master Servicer or any Depositor to the utilization of

any Subservicer. The Company shall cause any Subservicer used by the

Company (or by any Subservicer) for the benefit of the Purchaser and any

Depositor to comply with the provisions of this Section and with Sections

13.02, 13.03(c), (e), (f) and (g), 6.04, 6.05, and 13.05 of this Agreement

to the same extent as if such Subservicer were the Company, and to provide

the information required with respect to such Subservicer under Section

13.03(d) of this Agreement. The Company shall be responsible for obtaining

from each Subservicer and delivering to the Purchaser and any Depositor any

servicer compliance statement required to be delivered by such Subservicer

under Section 6.04, any assessment of compliance and attestation required

to be delivered by such Subservicer under Section 6.05 and any

certification required to be delivered to the Person that will be

responsible for signing the Sarbanes Certification under Section 6.05 as

and when required to be delivered.

(b) It shall not be necessary for the Company to seek the consent of

the Purchaser, any Master Servicer or any Depositor to the utilization of

any

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Subcontractor. The Company shall promptly upon request provide to the

Purchaser, any Master Servicer and any Depositor (or any designee of the

Depositor, such as an administrator) a written description (in form and

substance satisfactory to the Purchaser, any Master Servicer and such

Depositor) of the role and function of each Subcontractor utilized by the

Company 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 as reasonably determined by the Company, 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 Company shall cause any such Subcontractor used

by the Company (or by any Subservicer) for the benefit of the Purchaser and

any Depositor to comply with the provisions of Sections 6.05 and 13.05 of

this Agreement to the same extent as if such Subcontractor were the

Company. The Company shall be responsible for obtaining from each

Subcontractor and delivering to the Purchaser and any Depositor any

assessment of compliance and attestation and the other certifications

required to be delivered by such Subservicer and such Subcontractor under

Section 6.05, in each case as and when required to be delivered.

Section 13.05. Indemnification; Remedies.

(a) The Company shall indemnify the Purchaser, the Master Servicer,

each affiliate of the Purchaser, and each of the following parties

participating in a Securitization Transaction: the Depositor, each sponsor

and issuing entity; each Person (including but not limited to any Master

Servicer, if applicable) responsible for the preparation, execution or

filing of any report required to be filed with the Commission with respect

to such Securitization Transaction, or for execution of a certification

pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with

respect to such Securitization Transaction; each broker dealer acting as

underwriter, placement agent or initial purchaser, each Person who controls

any of such parties or the Depositor (within the meaning of Section 15 of

the Securities Act and Section 20 of the Exchange Act); and the respective

present and former directors, officers, employees, agents and affiliates of

each of the foregoing and of the Depositor (each, an "Indemnified Party"),

and shall hold each of them harmless from and against any claims, losses,

damages, penalties, fines, forfeitures, legal fees and expenses and related

costs, judgments, and any other costs, fees and expenses that any of them

may sustain arising out of or based upon:

(i)(A) any untrue statement of a material fact contained or alleged to

be contained in any information, report, certification, data, accountants'

letter or other material provided under this Article XIII by or on behalf

of the Company, or provided under this Article XIII by or on behalf of any

Subservicer, Subcontractor or Third-Party Originator (collectively, the

"Company Information"), or (B) the omission or alleged omission to state

in the Company Information a material fact required to be stated in the

Company Information or necessary in order to make the statements therein,

in the light of

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the circumstances under which they were provided, not misleading; provided,

by way of clarification, that clause (B) of this paragraph shall be

construed solely by reference to the Company Information and not to any

other information communicated in connection with a sale or purchase of

securities, without regard to whether the Company Information or any

portion thereof is presented together with or separately from such other

information;

(ii) any breach by the Company of its obligations under this Article

XIII including but not limited to any failure by the Company, any

Subservicer, any Subcontractor or any Third-Party Originator to deliver any

information, report, certification, accountants' letter or other material

when and as required under this Article XIII, including any failure by the

Company to identify pursuant to Section 13.04(b) any Subcontractor

"participating in the servicing function" within the meaning of Item 1122

of Regulation AB;

(iii) any breach by the Company of a representation or warranty set

forth in Section 13.02(a) or in a writing furnished pursuant to Section

3.02(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 Company of a representation or

warranty in a writing furnished pursuant to Section 13.02(b) to the extent

made as of a date subsequent to such closing date.

If the indemnification provided for herein is unavailable or

insufficient to hold harmless an Indemnified Party, then the Company agrees

that it shall contribute to the amount paid or payable by such Indemnified

Party as a result of any claims, losses, damages or liabilities incurred by

such Indemnified Party in such proportion as is appropriate to reflect the

relative fault of such Indemnified Party on the one hand and the Company on

the other.

In the case of any failure of performance described in clause (a)(ii)

of this Section, the Company shall promptly reimburse the Purchaser, any

Depositor, as applicable, and each Person responsible for the preparation,

execution or filing of any report required to be filed with the Commission

with respect to such Securitization Transaction, or for execution of a

certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the

Exchange Act with respect to such Securitization Transaction, for all costs

reasonably incurred by each such party in order to obtain the information,

report, certification, accountants' letter or other material not delivered

as required by the Company, any Subservicer, any Subcontractor or any

Third-Party Originator.

This indemnification shall survive the termination of this Agreement

or the termination of any party to this Agreement.

(b) Notification and Cooperation. The parties hereto further agree,

and any Indemnified Party not a party hereto is deemed to agree, as a

condition to its reliance on such indemnification, that the Company's

indemnification obligations under this Section 13.05 are subject to the

following terms and conditions:

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(i) An Indemnified Party seeking indemnification hereunder shall give

written notice to the Company within a reasonable time after the

Indemnified Party receives notice of an indemnifiable claim; provided that

failure to give such notice within a reasonable time shall not invalidate

the Company's obligations to indemnify such Indemnified Party unless, and

then only to the extent that, such failure materially prejudices the

Indemnifying Party or its ability to defend such claim, and the

Indemnifying Party shall have the burden of proving such material

prejudice;

(ii) The Company shall undertake the defense of the action or claim

with counsel or other representatives of its own choosing and reasonably

acceptable to the Indemnified Party (which counsel shall not, except with

the consent of the Indemnified Party, be counsel to the Indemnifying

Party);

(iii) The Indemnified Party shall have the right to participate and

assist in, but not control, the defense of such claim and employ separate

counsel in any action or claim at the expense of the Indemnified Party

(i.e. at its own expense), provided that, if the interests of the Company

and the Indemnified Party diverge, the Indemnified Party shall be entitled

to separate counsel at the Company's reasonable expense; and

(iv) The Company shall not settle or compromise any claim, suit or

action against the Indemnified Party without the express prior written

consent of the Indemnified Party.

(c) Limitations. Notwithstanding anything in this Agreement to the

contrary, in no event shall the Company be obligated under this Section

13.05 to indemnify an Indemnified Party otherwise entitled to indemnity

hereunder in respect of any indemnifiable claims or losses to the extent

that such claims or losses result directly from the willful misconduct, bad

faith or grossly negligent acts or omissions of the Indemnified Party.

(d) Exclusive Remedy. Except for remedies under the Agreement and

remedies that cannot be waived as a matter of law and injunctive relief,

the rights under this Section 13.05 shall be the exclusive remedy for

breaches of this Section 13.05 (including any covenant, obligation,

representation or warranty contained herein or therein).

(e) (i) Any material failure by the Seller, any Subservicer, any

Subcontractor or any Third-Party Originator to deliver any information,

report, certification, accountants' letter or other material when and as

required under this Section 13, or any material breach by the Seller of a

representation or warranty set forth in Section 13.02(a) or in a writing

furnished pursuant to Section l3.02(b) and made as of a date prior to the

closing date of the related Securitization Transaction, to the extent that

such breach is not cured by such closing date, or any breach by the Seller

of a representation or warranty in a writing furnished pursuant to Section

13.02(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 constitute an Event of Default with respect to the Seller

under this Agreement and any applicable Reconstitution

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Agreement, if such failure or breach is not cured within three (3) Business

Days after the Seller receives written notice of such failure or breach

(which may be provided by e-mail), and shall entitle the Purchaser, any

Master Servicer or any Depositor, as applicable, in its sole discretion to

terminate the rights and obligations of the Seller 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 Seller

(and if the Company 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 this Agreement and/or any

applicable Reconstitution Agreement expressly provides for the survival of

certain rights or obligations following termination of the Seller as

servicer, such provision shall be given effect.

(ii) Any material failure by the Seller, any Subservicer or any

Subcontractor to deliver any information, report, certification or

accountants' letter when and as required under Section 6.04 or 6.05,

including (except as provided below) any material failure by the Seller to

identify pursuant to Section 13.04(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

receipt by the Company of written notice from the Master Servicer or any

Depositor of such failure to deliver such information, report,

certification or accountants' letter was required to be delivered shall

constitute an Event of Default with respect to the Seller under this

Agreement and any applicable Reconstitution Agreement, and shall entitle

the Purchaser, any Master Servicer or Depositor, as applicable, in its sole

discretion to terminate the rights and obligations of the Seller 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 Seller (except to the extent

provided in Section 13.05(b)(iv) below), and if the Seller 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 this Agreement and/or any applicable Reconstitution Agreement expressly

provides for the survival of certain rights or obligations following

termination of the Seller as servicer, such provision shall be given

effect.

(iii) The Seller shall promptly reimburse the Purchaser (or any

designee of the Purchaser, such as a master servicer) and any Depositor, as

applicable, for all reasonable expenses incurred by the Purchaser (or such

designee) or such Depositor, as such are incurred, in connection with the

termination of the Seller as servicer and the transfer of servicing of the

Mortgage Loans to a successor servicer. The provisions of this paragraph

shall not limit whatever rights the Purchaser or any Depositor may have

under other provisions of this Agreement and/or any applicable

Reconstitution Agreement or otherwise, whether in equity or at law, such as

an action for damages, specific performance or injunctive relief.

(iv) In the event the Seller is terminated pursuant to this Section

13, the Purchaser hereby agrees to pay the Seller any accrued and

outstanding servicing fees

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owing to the Seller to the date of such termination and to cause the

successor servicer to agree to reimburse the Seller for any Servicing

Advances that the Seller actually made as servicer pursuant to this

Agreement which the successor recovers from the related Mortgagor.

(f) For the purposes of this Article XIII and any related provisions

thereto, each Master Servicer shall be considered a third-party beneficiary

of this agreement, entitled to all the rights and benefits hereof as if it

were a direct party to this agreement.

Section 13.06. Responsible Officers.

Any reference in this Article XIII to the Company's knowledge,

discovery or awareness, or notice or identification to the Company, or a

request to the Company, shall be in each case be deemed to refer solely to

the knowledge or awareness of, or notice or identification to, or request

of, a Responsible Officer of the Company. For purposes of this Section,

Responsible Officer shall mean, means any vice president, any managing

director, any director, any associate, any assistant vice president, any

assistant secretary, any assistant treasurer or any other officer or

employee of the Company customarily performing functions similar to those

performed by any of the above designated officers and also to whom, with

respect to a particular matter, such matter is referred because of such

officer's or employee's knowledge of and familiarity with the particular

subject and in each case who shall have direct responsibility for the

administration of the Agreement.

3. The P