Contract

EXECUTION VERSION

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated of April 1, 2008, is entered into among ACE Securities Corp (the “Assignee”), having an address at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Chimera Investment Corporation (the “Assignor”), having an address at 1211 Avenue of the Americas, Xxxxx 0000, Xxx Xxxx,  Xxx Xxxx 00000, PHH Mortgage Corporation, as seller (in such capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”) under the Agreement referenced below, having an address at 0000 Xxxxxxxxxx Xxxx, Xx. Xxxxxx, Xxx Xxxxxx  00000, and acknowledged and agreed to by Xxxxx Fargo Bank, N.A., as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”).

RECITALS

WHEREAS the Assignor, the Seller, Xxxxxx’x Gate Residential Mortgage Trust (“Xxxxxx’x Gate”) and the Servicer have entered into a certain Mortgage Loan Flow Purchase, Sale and Servicing Agreement, dated as of December 14, 2007 (as amended or modified to the date hereof, the “Agreement”), pursuant to which the Assignor has acquired certain Mortgage Loans pursuant to the terms of the Agreement and Servicer has agreed to service such Mortgage Loans; and

WHEREAS the Assignee has agreed, on the terms and conditions contained herein, to purchase from the Assignor certain of the Mortgage Loans (the “Specified Mortgage Loans”) which are subject to the provisions of the Agreement and are listed on the mortgage loan schedule attached as Exhibit I hereto (the “Specified Mortgage Loan Schedule”);

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

1.

Assignment and Assumption

1.

On and as of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in the Specified Mortgage Loans and all rights related thereto as provided under the Agreement to the extent relating to the Specified Mortgage Loans, including without limitation the right of the Assignor to require the Seller to repurchase the Specified Mortgage Loans pursuant to Section 3.04, the Assignee hereby accepts such assignment from the Assignor, and the Seller hereby acknowledges such assignment and assumption.

2.

On and as of the date hereof, the Assignor represents and warrants to the Assignee that the Assignor has not taken any action that would serve to impair or encumber the Assignee’s ownership interests in the Specified Mortgage Loans since the date of the Assignor’s acquisition of the Specified Mortgage Loans.

2.

Recognition of Assignee

From and after the date hereof, both the Assignee and the Seller shall note the transfer of the Specified Mortgage Loans to the Assignee in their respective books and records and shall recognize the Assignee as the owner of the Specified Mortgage Loans, and Servicer shall service the Specified Mortgage Loans for the benefit of the Assignee pursuant to the Agreement, the terms of which are incorporated herein by reference.  It is the intention of the Seller, the Servicer, the Assignee and the Assignor that the Assignment shall be binding upon and inure to the benefit of the Assignee and the Assignor and their successors and assigns.

3.

Representations and Warranties

1.

The Assignor represents and warrants  to, and covenants with, the Assignee, the Servicer and the Seller as of the date hereof:

(a)

Attached hereto as Exhibit II is a true and accurate copy of the Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)

Assignor  has good title to each and every Specified Mortgage Loan, is the lawful owner of the Specified Mortgage Loans and has full right to transfer the Specified Mortgage Loans and any and all of its interests, rights and obligations under the Agreement as they relate to the Specified Mortgage Loans, free and clear from any and all claims and encumbrances;

(c)

Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Specified Mortgage Loans;

(d)

Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Assignment, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this Assignment and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This Assignment has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee, Servicer and the Seller, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(e)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this Assignment, or the consummation by it of the transactions contemplated hereby;

(f)

Assignor hereby covenants to promptly deliver to the Assignee or its designee any Specified Mortgage Loan document received by the Assignor from the Servicer with respect to the Specified Mortgage Loans;

(g)

No legal or governmental proceedings are pending to which the Assignor is a party or of which any property of the Assignor is the subject, which if determined adversely to the Assignor would, individually or in the aggregate, have a material adverse effect on the financial position, shareholders’ equity or results of operations of the Assignor; and to the best of the Assignor’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; and

(h)

The Assignor possesses, and will possess, all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it, except to the extent that the failure to have such licenses, certificates, authorities or permits does not have a material adverse effect on the Notes or the financial condition of the Assignor, and the Assignor has not received, nor will have received as of the Closing Date, any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations or financial condition.

2.

Assignee warrants and represents to, and covenants with, Assignor, the Servicer and the Seller as of the date hereof:

(a)

Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to acquire, own and purchase the Specified Mortgage Loans;

(b)

Assignee has full corporate power and authority to execute, deliver and perform its obligations under this Assignment, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this Assignment and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignee. This Assignment has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor, Servicer and the Seller, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this Assignment, or the consummation by it of the transactions contemplated hereby; and

(d)

Assignee agrees to be bound by all of the terms, covenants and conditions of the Agreement with respect to the Specified Mortgage Loans, and from and after the date hereof, Assignee assumes for the benefit of Assignor all of Assignor’s obligations thereunder but solely with respect to such Specified Mortgage Loans.

3.

Servicer warrants and represents to, and covenants with, Assignor, and Assignee, as of the date hereof:

(a)

Attached hereto as Exhibit II is a true and accurate copy of the Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)

Servicer is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to service the Specified Mortgage Loans and otherwise to perform its obligations under the Agreement with respect to the Specified Mortgage Loans;

(c)

Servicer has full corporate power and authority to execute, deliver and perform its obligations under this Assignment, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment is in the ordinary course of Servicer’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Servicer’s charter or by-laws or any legal restriction, or any material agreement or instrument to which Servicer is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Servicer or its property is subject.  The execution, delivery and performance by Servicer of this Assignment and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Servicer.  This Assignment has been duly executed and delivered by Servicer, and, upon the due authorization, execution and delivery by Assignor, Assignee and Seller will constitute the valid and legally binding obligation of Servicer, enforceable against Servicer in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(d)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Servicer in connection with the execution, delivery or performance by Servicer of this Assignment, or the consummation by it of the transactions contemplated hereby;

(e)

The Servicer hereby restates the representations and warranties made by it in Section 3.02 of the Agreement with respect to itself as Servicer as of the Closing Date, as if such representations and warranties were set forth herein in full.  In the event of a breach of any such representations and warranties, the Assignee, or its assignee, shall be entitled to all of the remedies given to the Assignor under the Agreement as a result of such breach; and

(f)

Servicer has established the Collection Account and Escrow Account under the Agreement with respect to the Specified Mortgage Loans as required in the Agreement, and shall remit collections received on the Specified Mortgage Loans to such accounts as required by the Agreement.

4.

The Seller warrants and represents to, and covenants with, Assignor and Assignee, as of the date hereof:

(a)

Attached hereto as Exhibit II is a true and accurate copy of the Agreement, which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)

Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to perform its obligations under the Assignment;

(c)

Seller has full entity power and authority to execute, deliver and perform its obligations under this Assignment, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment is in the ordinary course of Seller’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Seller’s organizational document or any legal restriction, or any material agreement or instrument to which Seller is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Seller or its property is subject.  The execution, delivery and performance by Seller of this Assignment and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary entity action on the part of Seller.  This Assignment has been duly executed and delivered by Seller, and, upon the due authorization, execution and delivery by Assignor, Servicer, the other Seller and Assignee, will constitute the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(d)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Seller in connection with the execution, delivery or performance by Seller of this Assignment, or the consummation by it of the transactions contemplated hereby;

(e)

All of the information set forth on the Specified Mortgage Loan Schedule is true and correct as of the Closing Date in all material respects;

(f)

The Seller hereby restates the representations and warranties in Sections 3.01 and 3.03 of the Agreement with respect to the Specified Mortgage Loans sold by it under the Agreement as of the Closing Date, as if such representations and warranties were set forth herein in full.  The Seller hereby makes the representations and warranties in Sections 3.01 and 3.03 of the Agreement with respect to the Specified Mortgage Loans sold by Xxxxxx’x Gate under the Agreement as of the Closing Date, as if such representations and warranties were set forth herein in full.  With respect to any Specified Mortgage Loans not initially sold to the Assignor pursuant to the Agreement, the Seller hereby makes the representations and warranties in Section 3.01 and 3.03 of the Agreement as of the Closing Date with respect to such Specified Mortgage Loans as if they were sold pursuant to the Agreement; and

(g)

In the event of a breach of any representations and warranties set forth in Section 3(e) and 3(f) of this Assignment, the Assignee and its assigns, shall be entitled to all of the remedies given to the Assignor pursuant to Section 3.04 of the Agreement as a result of such breach.  The Assignor shall act in accordance with Section 3.04 of the Agreement with respect to any such breach of a representation or warranty set forth in Section 3(e) and (f) of this Assignment regardless of whether such representation or warranty was made by Xxxxxx’x Gate in the Agreement or if such Specified Mortgage Loan that is the subject of such breach was not sold by the Seller or Xxxxxx’x Gate pursuant to the Agreement.

5.

Modification of Servicing Agreement

The Seller and Assignor hereby modify the Agreement with respect to the Specified Mortgage Loans as follows:

(a)

The following definitions in Section 1.01 of the Agreement are hereby modified by deleting each definition in its entirety and replacing it with the following:

 “Collection Account”:  The collection account entitled “Custodial Account, PHH Mortgage Corporation, as Servicer, in trust for the holders of the PHH Mortgage Trust 2008-CIM1 Mortgage Backed Notes”

“Eligible Account”:  Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company (which may be the Servicer or an Affiliate of the Servicer or which may be the trustee or an Affiliate of the trustee) the short term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short term unsecured debt obligations of such holding company) are rated by each of the applicable Rating Agencies not lower than P-1 in the case of Xxxxx’x and A-2 in the case of Standard & Poor’s; provided, however, that if the federal or state chartered depository institution or trust company at which such account is maintained fails to satisfy the ratings criteria set forth in this clause (i), such account shall be moved to a federal or state chartered depository institution or trust company that satisfies such criteria within 30 calendar days; or (ii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity, provided that any such state chartered depository institution is subject to regulation regarding funds on deposit substantially similar to the regulations set forth in 12 C.F.R. § 9.10(b).

“Prepayment Interest Shortfall Amount”:  With respect to any Mortgage Loan that was subject to a voluntary (not including discounted payoffs and short sales) Principal Prepayment in full or in part during any Principal Prepayment Period, which Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s Due Date in the related Due Period, the amount of interest (net of the related Servicing Fee for Principal Prepayments in full only) that would have accrued on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.

“Principal Prepayment Period”:  The calendar month preceding the related Remittance Date.

“Repurchase Price”:  As to (a) any Defective Mortgage Loan required to be repurchased hereunder with respect to which a breach occurred or (b) any Mortgage Loan required to be repurchased pursuant to Section 3.04 and/or Section 7.02, an amount equal to (1) the product of (x) the percentage of par stated in the related Purchase Price and Purchase Price and Terms Letter (“Percentage of Par”) minus 100%, (y) the lesser of (A) the Unpaid Principal Balance of the Mortgage Loan at the time of repurchase or (B) the Unpaid Principal Balance as of the Cut-off Date, and (z) (A) if the repurchase occurs before the end of the sixth month following the related Closing Date, one, (B) if the repurchase occurs after the end of the sixth month, but before the end of the twenty-fourth month following the related Closing Date a ratio, the numerator of which shall be twenty-three minus the number of months that have elapsed since the Closing Date and the denominator of which shall be 18, and (C) if the repurchase occurs after the twenty-fourth month following the Closing Date, zero; plus (2) the Unpaid Principal Balance of such Mortgage Loan at the time of repurchase; plus (3) interest on such Mortgage Loan at the applicable Note Rate from the last date through which interest has been paid and distributed to the Purchaser hereunder to the date of repurchase; plus (4) any costs and damages incurred by the Purchaser or any of its assignees in respect of a breach or defect in connection with any violation by such Mortgage Loan of any predatory- or abusive-lending laws; minus (5) any amounts received in respect of such Defective Mortgage Loan which are being held in the Collection Account for future remittance.”

Any capitalized term used but not defined in this Assignment has the same meaning as in the Agreement.  

(b)

The following definitions shall be added to Section 1.01 of the Agreement:

Closing Date:  April 24, 2008.

Capitalization Reimbursement Amount: For any Remittance Date, the aggregate amount added to the Scheduled Principal Balance of the Mortgage Loans during the related Due Period representing amounts reimbursable to the Servicer on or prior to such Remittance Date in connection with the modification of Mortgage Loans and reimbursed to the Servicer during the related Due Period.

Trust:  PHH Mortgage Trust, Series 2008-CIM1.

(c)

[reserved];

(d)

The definition of “Permitted Investments” is hereby modified by deleting clause (f) from such definition and replacing such clauses with the following:

“(f) reserved;”

(e) The following clause (8) is hereby added to Section 5.05 of the Agreement:

“(8)

to reimburse itself for Capitalization Reimbursement Amounts, from the principal portion of Monthly Payments, Principal Prepayments, Payoffs, Liquidation Proceeds and Insurance Proceeds on the Mortgage Loans in any loan group.”

(f)

The following clause (74) is hereby added to Section 3.03 of the Agreement:

“None of the Mortgage Loans are governed by the Georgia Fair Lending Act, if such Mortgage Loan was originated on or after October 1, 2002 through March 6, 2003.”

(g)

Section 6.02 of the Agreement is hereby amended by deleting the first sentence of such section in its entirety and replacing it with the following:

“Within five (5) calendar days following each Record Date, the Servicer shall deliver to the Purchaser monthly accounting reports in the form of Exhibits 6.02(a) through 6.02(i) attached hereto with respect to the most recently ended Due Period.”

(h)

Section 6.03(1) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“Not later than the close of business on the Business Day immediately preceding each Remittance Date, the Servicer shall deposit in the Collection Account an amount equal to all Monthly Payments not previously advanced by the Servicer (with interest adjusted to the Remittance Rate) that were due on a Mortgage Loan and delinquent at the close of business on the related Determination Date, plus amounts representing assumed Monthly Payments on any REO Property to the extent not covered by any current net income on the related REO Property.  Any such amounts advanced by the Servicer on a Mortgage Loan shall be reduced to reflect any related servicing modifications previously made to such Mortgage Loans.  The Servicer may reduce the total amount to be deposited in the Collection Account as required by the foregoing sentence by the amount of funds in the Collection Account which are to be remitted to Purchaser on a Remittance Date or Dates subsequent to the related Due Period pursuant to the terms of this Agreement.”

(i)

Section 8.02(2) of the Agreement is hereby amended by deleting the first sentence of such section in its entirety and replacing it with the following:

“Additional Reports; Further Assurances.  Within five (5) calendar days following each Record Date, the Servicer shall deliver to the Purchaser (i) a report, acceptable to the Purchaser, describing in reasonable detail all Mortgage Loans that are 90 days or more delinquent and the Servicer’s activities in connection with such delinquencies and (ii) a report (substantially in the form of Exhibits 6.02(h) and 6.02(i) attached hereto) with respect to delinquent Mortgage Loans.”

(j)

Section 10.01(1) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“any failure by the Servicer to remit to the Purchaser any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days;”

(k)

Section 13.03(d) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer and Third-Party Originator to) (i) provide prompt notice to the Purchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Servicer, any Subservicer or any Third-Party Originator; (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer, 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 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 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 this Agreement or any Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a description of such proceedings, affiliations or relationships.”

(l)

Section 13.03(e) of the Agreement is hereby amended by inserting the phrase “, any Master Servicer” immediately after the phrase “the Purchaser” in clause (ii)(x) of such Section.

(m)

The second paragraph of Section 13.03(e) of the Agreement is hereby deleted in its entirety.

(n)

A new Section 13.03(f) of the Agreement is hereby added to the Agreement and shall read as follows:

“In addition to such information as PHH Mortgage, 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 Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall, 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);

(ii)

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

(iii)

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

 (o)

Section 13.03(g) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“The Servicer shall provide to the Purchaser, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond  Insurance and Errors and Omissions Insurance Policy, financial information and reports and such other information related to the Servicer or any Subservicer or the Seller or such Subservicer’s performance hereunder.”

(p)

Section 13.04 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“On or before March 1 of each calendar year, commencing in 2009, the Servicer shall deliver to the Purchaser, any Master Servicer and any Depositor a statement of compliance addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer, to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement and any applicable Reconstitution Agreement during such period has been made under such officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement and any applicable Reconstitution Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.”

(q)

Section 13.05(a) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“(a) On or before March 1 of each calendar year, commencing in 2009, the Seller shall:

(i)

deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria indicated on Exhibit 12 hereto as applicable to the Servicer;

(ii)

deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the 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 13.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser, any Master Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and

(iv)

deliver, and cause each Subservicer and Subcontractor described in clause (iii) to provide, to the Purchaser, any Master Servicer, any Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification signed by the appropriate officer of the Seller in the form attached hereto as Exhibit 11.

The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.  Neither the Purchaser nor any Depositor will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans.”

(r)

Section 13.06(a) of the Agreement is hereby amended by deleting the second sentence of such section in its entirety and replacing it with the following:

“The Servicer shall cause any Subservicer used by the Servicer (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), 13.04, 13.05 and 13.07 of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer under Section 13.03(d) of this Agreement.”

(s)

Section 13.06(b) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“It shall not be necessary for the Servicer to seek the consent of the Purchaser, any Master Servicer or any Depositor to the utilization of any Subcontractor.  The Servicer shall promptly upon request provide to the Purchaser, any Master Servicer and any Depositor (or any designee of the Depositor, such as an administrator) a written description (in form and substance satisfactory to the Purchaser, such Master Servicer 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 Purchaser and any Depositor to comply with the provisions of Sections 13.05 and 13.07 of this Agreement to the same extent as if such Subcontractor were the Servicer.  The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Purchaser and any Depositor any assessment of compliance and attestation and the other certifications required to be delivered by such Subcontractor under Section 13.05, in each case as and when required to be delivered.”

(t)

The first paragraph of Section 13.07(a) of the Agreement is hereby amended by inserting the phrase “and affiliates” immediately after “employees” and by inserting “claims,” immediately prior to “losses” in such paragraph.

(u)

Section 13.07(a)(i)(A) of the Agreement is hereby amended by inserting “data,” immediately following “certification,” and by deleting the phrase “in written or electronic form”.

(v)

The following sentence is hereby added to the end of Section 13.07(a) of the Agreement:

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

(w)

Section 13.07(b)(i) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

“(i)

Any failure by PHH Mortgage, 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, or any breach by PHH Mortgage of a representation or warranty set forth in Section 13.02(a) or in a writing furnished pursuant to Section 13.02(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 PHH Mortgage 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, without notice or grace period, constitute an Event of Default with respect to PHH Mortgage under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of PHH Mortgage 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 PHH Mortgage (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 this Agreement and/or any applicable Reconstitution Agreement expressly provides for the survival of certain rights or obligations following termination of PHH Mortgage as servicer, such provision shall be given effect.

(x)

Section 13.07(b)(ii) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

 (ii)

Any failure by PHH Mortgage, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 13.04 or 13.05, including (except as provided below) any failure by PHH Mortgage to identify pursuant to Section 13.06(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute an Event of Default (notwithstanding any other provision in this Agreement or any Reconstitution Agreement to the contrary) with respect to PHH Mortgage under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer or any Depositor, as applicable, in its sole discretion to terminate the rights and obligations of PHH Mortgage 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 PHH Mortgage; 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 PHH Mortgage as servicer, such provision shall be given effect.”

(y)

A new Section 13.08 of the Agreement is hereby added to the Agreement and shall read as follows:

“Section 13.08.  Third Party Beneficiary.

For 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.”

 (z)

The Servicer shall deliver all reports (including all reports required under Regulation AB pursuant to Article XIII of the Agreement) required to be delivered under the Agreement to the Master Servicer or Securities Administrator, as applicable, at the address set forth in Section 7 herein.  Notwithstanding any provision in the Agreement to the contrary, the Servicer agrees that it will report to the Master Servicer on a monthly basis on the date specified in the Agreement using the formats attached hereto as Exhibit III or in such other formats as mutually agreed to by the Servicer and the Master Servicer.

(aa)

The Agreement is hereby amended by deleting Exhibit 12 in its entirety and replacing it with Exhibit V attached hereto.

6.

Continuing Effect

Except as contemplated hereby, the Agreement shall remain in full force and effect in accordance with its terms.

7.

Governing Law

This Assignment and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of New York (other than Section 5-1401 of the New York General Obligations Law).

8.

Notices

Any notices or other communications permitted or required under the Agreement or this Assignment shall be in writing and shall be given as follows:

·

In the case of a Seller or the Servicer,

PHH Mortgage Corporation
0000 Xxxxxxxxxx Xxxx
Xx. Xxxxxx, XX  00000
Attention:   Vice President, Servicing

·

In the case of the Assignee,

ACE Securities Corp.

c/o Deutsche Bank Securities, Inc.

00 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention:  Xxxxxxx Xxxxxx

·

In the case of the Assignor,

Chimera Investment Corporation

1211 Avenue of the Americas, Xxxxx 0000

Xxx Xxxx, Xxx Xxxx  00000

Attention: PHHMC 2008-CIM1

·

In the case of Master Servicer or Securities Administrator,

Xxxxx Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Client Manager – PHHMC 2008-CIM1
Telecopier: (000) 000-0000

9.

Counterparts

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

10.

Miscellaneous

(a)

The Servicer hereby acknowledges that the Specified Mortgage Loans and the rights assigned to the Assignee under this Assignment will be assigned to PHH Mortgage Trust, Series 2008-CIM1 (the “Trust”) pursuant to the Sale and Servicing Agreement.  The Servicer agrees that such rights will be for the benefit of the Trust and the Owner Trustee, in its individual capacity and in its capacity as Owner Trustee.  Under the Sale and Servicing Agreement, Xxxxx Fargo Bank, N.A. has been appointed as the Master Servicer of the Specified Mortgage Loans.  As a result of such appointment, the Servicer acknowledges that the Master Servicer has the right to enforce all obligations of the Servicer under the Agreement.  Such rights will include, without limitation, the right to terminate the Servicer under the Agreement upon the occurrence of an Event of Default thereunder, the right to receive all remittances required to be made by the Servicer under the Agreement, the right to receive all monthly reports and other data and information required to be delivered by the Servicer under the Agreement, the right to examine the books and records of the Servicer, indemnification rights and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer.  The Servicer shall make all distributions under the Agreement required to be made to the Securities Administrator by wire transfer of immediately available funds to:

Xxxxx Fargo Bank, N. A.

ABA # 000-000-000

Account Name: SAS Clearing

Account # 0000000000

For Further Credit to:  PHHMC 2008-CIM1 Account Number 00000000

(b)

If the Offered Notes are not sold to third-party investors on or prior to the Closing Date, the Depositor shall not be obligated to purchase the Mortgage Loans from Chimera pursuant to this Assignment, and, if the Depositor has already purchased the Mortgage Loans from Chimera pursuant to this Assignment, the Depositor will return the Mortgage Loans to Chimera and Chimera will return all amounts received as consideration for such Mortgage Loans.

(c)

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

(d)

This Assignment shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee, Servicer or Seller may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee, Servicer or Seller, respectively, hereunder.

(e)

This Assignment shall survive the conveyance of the Specified Mortgage Loans, the assignment of the Agreement to the extent of the Specified Mortgage Loans by Assignor to Assignee and by the Assignee to the Trust and the termination of the Agreement.

(f)

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

(g)

In the event that any provision of this Assignment conflicts with any provision of the Agreement with respect to the Specified Mortgage Loans, the terms of this Assignment shall control.

(h)

To the fullest extent permitted under applicable law, each party hereto hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Assignment.

11.

Acknowledgement and Agreement with Specified Provisions of Sale and Servicing Agreement.

(a) The Servicer hereby acknowledges and agrees to be bound by the provisions of Section 3.23 of the Sale and Servicing Agreement.

(b) The Servicer hereby acknowledges and agrees to be bound by the provisions of the last paragraph of Section 2.04 of the Sale and Servicing Agreement.

(c) The Servicer hereby acknowledges and agrees to be bound by the provisions of Section 3.13 of the Sale and Servicing Agreement.

(d) The Servicer hereby acknowledges and agrees to be bound by the provisions of Section 3.19(a)(i) of the Sale and Servicing Agreement.

(e) The parties hereto acknowledge the rights of the Servicer contained in Article X of the Sale and Servicing Agreement and the ability of the Servicer to exercise such rights and the Servicer hereby acknowledges the designation of rights contained therein.

12.

Special Representation and Warranty of the Depositor to PHH Mortgage Corporation.

(a) The Depositor hereby represents and warrants to PHH Mortgage Corporation that none of the Specified Mortgage Loans are governed by the Georgia Fair Lending Act, if such Mortgage Loan was originated on or after October 1, 2002 through March 6, 2003.

 [Assignment continues with signature page]

IN WITNESS WHEREOF, the parties hereto have executed this Assignment the day and year first above written.

ASSIGNOR:

CHIMERA INVESTMENT CORPORATION

By:

/s/ A. Xxxxxxxxx Xxxxxxx

Name:

 A. Xxxxxxxxx Xxxxxxx

Title:

Chief Financial Officer

SELLER:

PHH MORTGAGE CORPORATION

By:

/s/ Xxxxx Xxxxx

Name:

Xxxxx Xxxxx

Title:

Vice President

ASSIGNEE:

ACE SECURITIES CORP.

By:

/s/ Xxxxxx Xxxxxxxxxx

Name:

Xxxxxx Xxxxxxxxxx

Title:

Vice President

ACE SECURITIES CORP.

By:

/s/ Xxxxx X. Xxxxx

Name:

Xxxxx X. Xxxxx

Title:

Vice President

SERVICER:

PHH MORTGAGE CORPORATION

By:

/s/ Xxxxx Xxxxx

Name:

Xxxxx Xxxxx

Title:

Vice President

Acknowledged and Agreed to by:

XXXXX FARGO BANK, N.A.

By:

/s/ Xxxxx X. Xxxxxx

Name:

Xxxxx X. Xxxxxx

Title:

Vice President

EXHIBIT I

SPECIFIED MORTGAGE LOAN SCHEDULE

EXHIBIT II

MORTGAGE LOAN FLOW PURCHASE, SALE & SERVICING AGREEMENT DATED AS OF DECEMBER 14, 2007 BETWEEN CHIMERA INVESTMENT CORPORATION, PURCHASER AND PHH MORTGAGE CORPORATION AND XXXXXX’X GATE RESIDENTIAL MORTGAGE TRUST

EXHIBIT III

Exhibit   : Calculation of Realized Loss/Gain Form 332– Instruction Sheet

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

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

Liquidation and Acquisition Expenses:

1.

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

2.

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

3.

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

4-12.

Complete as applicable.  Required documentation:

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

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

 *  For escrow advances - complete payment history

    (to calculate advances from last positive escrow balance forward)

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

*  REO repairs > $1500 require explanation

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

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

*  Unusual or extraordinary items may require further documentation.

13.

The total of lines 1 through 12.

Credits:

14-21.

Complete as applicable.  Required documentation:

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

   Letter of Proceeds Breakdown.

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

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

22.

The total of lines 14 through 21.

Please Note:

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

Total Realized Loss (or Amount of Any Gain)

23.

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

Exhibit 3A: Calculation of Realized Loss/Gain Form 332

Prepared by:  __________________

Date:  _______________

Phone:  ______________________   Email Address:_____________________

Servicer Loan No. Servicer Name Servicer Address

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

Borrower's Name: _________________________________________________________

Property Address: _________________________________________________________

Liquidation Type:  REO Sale

 3^rd Party Sale

Short Sale

Charge Off

Was this loan granted a Bankruptcy deficiency or cramdown

Yes

    No

If “Yes”, provide deficiency or cramdown amount _______________________________

Liquidation and Acquisition Expenses:

(1)

Actual Unpaid Principal Balance of Mortgage Loan

$ ______________

(1)

(2)

Interest accrued at Net Rate

 ________________

(2)

(3)

Accrued Servicing Fees

 ________________

(3)

(4)

Attorney's Fees

 ________________

(4)

(5)

Taxes (see page 2)

 ________________

(5)

(6)

Property Maintenance

________________

(6)

(7)

MI/Hazard Insurance Premiums (see page 2)

 ________________

(7)

(8)

Utility Expenses

 ________________

(8)

(9)

Appraisal/BPO

 ________________

(9)

(10)

Property Inspections

 ________________

(10)

(11)

FC Costs/Other Legal Expenses

 ________________

(11)

(12)

Other (itemize)

 ________________

(12)

Cash for Keys__________________________

 ________________

(12)

HOA/Condo Fees_______________________

 ________________

(12)

______________________________________

 ________________

(12)

Total Expenses

$ _______________

(13)

Credits:

(14)

Escrow Balance

$ _______________

(14)

(15)

HIP Refund

________________

(15)

(16)

Rental Receipts

________________

(16)

(17)

Hazard Loss Proceeds

________________

(17)

(18)

Primary Mortgage Insurance / Gov’t Insurance

________________

(18a) HUD Part A

________________           (18b) HUD Part B

(19)

Pool Insurance Proceeds

________________

(19)

(20)

Proceeds from Sale of Acquired Property

________________

(20)

(21)

Other (itemize)

________________

(21)

_________________________________________

________________

(21)

Total Credits

$________________

(22)

Total Realized Loss (or Amount of Gain)

$________________

(23)

Escrow Disbursement Detail

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

	Standard Loan Level File Layout – Master Servicing
Exhibit 1:  Layout
Column Name	Description	Decimal	Format Comment	Max Size
Each file requires the following fields:
SER_INVESTOR_NBR	A value assigned by the Servicer to define a group of loans.		Text up to 20 digits	20
LOAN_NBR	A unique identifier assigned to each loan by the investor.		Text up to 10 digits	10
SERVICER_LOAN_NBR	A unique number assigned to a loan by the Servicer.  This may be different than the LOAN_NBR.		Text up to 10 digits	10
SCHED_PAY_AMT	Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant.	2	No commas(,) or dollar signs ($)	11
NOTE_INT_RATE	The loan interest rate as reported by the Servicer.	4	Max length of 6	6
NET_INT_RATE	The loan gross interest rate less the service fee rate as reported by the Servicer.	4	Max length of 6	6
SERV_FEE_RATE	The servicer's fee rate for a loan as reported by the Servicer.	4	Max length of 6	6
SERV_FEE_AMT	The servicer's fee amount for a loan as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
NEW_PAY_AMT	The new loan payment amount as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
NEW_LOAN_RATE	The new loan rate as reported by the Servicer.	4	Max length of 6	6
ARM_INDEX_RATE	The index the Servicer is using to calculate a forecasted rate.	4	Max length of 6	6
ACTL_BEG_PRIN_BAL	The borrower's actual principal balance at the beginning of the processing cycle.	2	No commas(,) or dollar signs ($)	11
ACTL_END_PRIN_BAL	The borrower's actual principal balance at the end of the processing cycle.	2	No commas(,) or dollar signs ($)	11
BORR_NEXT_PAY_DUE_DATE	The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer.		MM/DD/YYYY	10
SERV_CURT_AMT_1	The first curtailment amount to be applied.	2	No commas(,) or dollar signs ($)	11
SERV_CURT_DATE_1	The curtailment date associated with the first curtailment amount.		MM/DD/YYYY	10
CURT_ADJ_ AMT_1	The curtailment interest on the first curtailment amount, if applicable.	2	No commas(,) or dollar signs ($)	11
SERV_CURT_AMT_2	The second curtailment amount to be applied.	2	No commas(,) or dollar signs ($)	11
SERV_CURT_DATE_2	The curtailment date associated with the second curtailment amount.		MM/DD/YYYY	10
CURT_ADJ_ AMT_2	The curtailment interest on the second curtailment amount, if applicable.	2	No commas(,) or dollar signs ($)	11

Exhibit 1: Continued	Standard Loan Level File Layout
Column Name	Description	Decimal	Format Comment	Max Size
SERV_CURT_AMT_3	The third curtailment amount to be applied.	2	No commas(,) or dollar signs ($)	11
SERV_CURT_DATE_3	The curtailment date associated with the third curtailment amount.		MM/DD/YYYY	10
CURT_ADJ_AMT_3	The curtailment interest on the third curtailment amount, if applicable.	2	No commas(,) or dollar signs ($)	11
PIF_AMT	The loan "paid in full" amount as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
PIF_DATE	The paid in full date as reported by the Servicer.		MM/DD/YYYY	10
ACTION_CODE	The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan.		Action Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution, 65=Repurchase,70=REO	2
INT_ADJ_AMT	The amount of the interest adjustment as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
SOLDIER_SAILOR_ADJ_AMT	The Soldier and Sailor Adjustment amount, if applicable.	2	No commas(,) or dollar signs ($)	11
NON_ADV_LOAN_AMT	The Non Recoverable Loan Amount, if applicable.	2	No commas(,) or dollar signs ($)	11
LOAN_LOSS_AMT	The amount the Servicer is passing as a loss, if applicable.	2	No commas(,) or dollar signs ($)	11
Plus the following applicable fields:
SCHED_BEG_PRIN_BAL	The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors.	2	No commas(,) or dollar signs ($)	11
SCHED_END_PRIN_BAL	The scheduled principal balance due to investors at the end of a processing cycle.	2	No commas(,) or dollar signs ($)	11
SCHED_PRIN_AMT	The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans.	2	No commas(,) or dollar signs ($)	11
SCHED_NET_INT	The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans.	2	No commas(,) or dollar signs ($)	11
ACTL_PRIN_AMT	The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans.	2	No commas(,) or dollar signs ($)	11
ACTL_NET_INT	The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans.	2	No commas(,) or dollar signs ($)	11
PREPAY_PENALTY_ AMT	The penalty amount received when a borrower prepays on his loan as reported by the Servicer.	2	No commas(,) or dollar signs ($)	11
PREPAY_PENALTY_ WAIVED	The prepayment penalty amount for the loan waived by the servicer.	2	No commas(,) or dollar signs ($)	11

Exhibit 1: Continued	Standard Loan Level File Layout
Column Name	Description	Decimal	Format Comment	Max Size
MOD_DATE	The Effective Payment Date of the Modification for the loan.		MM/DD/YYYY	10
MOD_TYPE	The Modification Type.		Varchar - value can be alpha or numeric	30
DELINQ_P&I_ADVANCE_AMT	The current outstanding principal and interest advances made by Servicer.	2	No commas(,) or dollar signs ($)	11
BREACH_FLAG	Flag to indicate if the repurchase of a loan is due to a breach of Representations and Warranties		Y=Breach N=NO Breach Let blank if N/A	1

Exhibit   : Standard File Layout – Delinquency Reporting

  *The column/header names in bold are the minimum fields Xxxxx Fargo must receive from every Servicer

Column/Header Name		Description		Decimal		Format Comment
SERVICER_LOAN_NBR		A unique number assigned to a loan by the Servicer.  This may be different than the LOAN_NBR
LOAN_NBR		A unique identifier assigned to each loan by the originator.
CLIENT_NBR		Servicer Client Number
SERV_INVESTOR_NBR		Contains a unique number as assigned by an external servicer to identify a group of loans in their system.
BORROWER_FIRST_NAME		First Name of the Borrower.
BORROWER_LAST_NAME		Last name of the borrower.
PROP_ADDRESS		Street Name and Number of Property
PROP_STATE		The state where the  property located.
PROP_ZIP		Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE		The date that the borrower's next payment is due to the servicer at the end of processing cycle, as reported by Servicer.				MM/DD/YYYY
LOAN_TYPE		Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE		The date a particular bankruptcy claim was filed.				MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE		The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR		The case number assigned by the court to the bankruptcy filing.
POST_PETITION_DUE_DATE		The payment due date once the bankruptcy has been approved by the courts				MM/DD/YYYY
BANKRUPTCY_DCHRG_DISM_DATE		The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted.				MM/DD/YYYY
LOSS_MIT_APPR_DATE		The Date The Loss Mitigation Was Approved By The Servicer				MM/DD/YYYY
LOSS_MIT_TYPE		The Type Of Loss Mitigation Approved For A Loan Such As;
LOSS_MIT_EST_COMP_DATE		The Date The Loss Mitigation /Plan Is Scheduled To End/Close				MM/DD/YYYY
LOSS_MIT_ACT_COMP_DATE		The Date The Loss Mitigation Is Actually Completed				MM/DD/YYYY
FRCLSR_APPROVED_DATE		The date DA Admin sends a letter to the servicer with instructions to begin foreclosure proceedings.				MM/DD/YYYY
ATTORNEY_REFERRAL_DATE		Date File Was Referred To Attorney to Pursue Foreclosure				MM/DD/YYYY
FIRST_LEGAL_DATE		Notice of 1st legal filed by an Attorney in a Foreclosure Action				MM/DD/YYYY
FRCLSR_SALE_EXPECTED_DATE		The date by which a foreclosure sale is expected to occur.				MM/DD/YYYY
FRCLSR_SALE_DATE		The actual date of the foreclosure sale.				MM/DD/YYYY
FRCLSR_SALE_AMT		The amount a property sold for at the foreclosure sale.		2		No commas(,) or dollar signs ($)
EVICTION_START_DATE		The date the servicer initiates eviction of the borrower.				MM/DD/YYYY
EVICTION_COMPLETED_DATE		The date the court revokes legal possession of the property from the borrower.				MM/DD/YYYY
LIST_PRICE		The price at which an REO property is marketed.		2		No commas(,) or dollar signs ($)
LIST_DATE		The date an REO property is listed at a particular price.				MM/DD/YYYY
OFFER_AMT		The dollar value of an offer for an REO property.		2		No commas(,) or dollar signs ($)
OFFER_DATE_TIME		The date an offer is received by DA Admin or by the Servicer.				MM/DD/YYYY
REO_CLOSING_DATE		The date the REO sale of the property is scheduled to close.				MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE		Actual Date Of REO Sale				MM/DD/YYYY
OCCUPANT_CODE		Classification of how the property is occupied.
PROP_CONDITION_CODE		A code that indicates the condition of the property.
PROP_INSPECTION_DATE		The date a  property inspection is performed.				MM/DD/YYYY
APPRAISAL_DATE		The date the appraisal was done.				MM/DD/YYYY
CURR_PROP_VAL		The current "as is" value of the property based on brokers price opinion or appraisal.		2
REPAIRED_PROP_VAL		The amount the property would be worth if repairs are completed pursuant to a broker's price opinion or appraisal.		2
If applicable:
DELINQ_STATUS_CODE		FNMA Code Describing Status of Loan
DELINQ_REASON_CODE		The circumstances which caused a borrower to stop paying on a loan.   Code indicates the reason why the loan is in default for this cycle.
MI_CLAIM_FILED_DATE		Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company.				MM/DD/YYYY
MI_CLAIM_AMT		Amount of Mortgage Insurance Claim Filed				No commas(,) or dollar signs ($)
MI_CLAIM_PAID_DATE		Date Mortgage Insurance Company Disbursed Claim Payment				MM/DD/YYYY
MI_CLAIM_AMT_PAID		Amount Mortgage Insurance Company Paid On Claim		2		No commas(,) or dollar signs ($)
POOL_CLAIM_FILED_DATE		Date Claim Was Filed With Pool Insurance Company				MM/DD/YYYY
POOL_CLAIM_AMT		Amount of Claim Filed With Pool Insurance Company		2		No commas(,) or dollar signs ($)
POOL_CLAIM_PAID_DATE		Date Claim Was Settled and The Check Was Issued By The Pool Insurer				MM/DD/YYYY
POOL_CLAIM_AMT_PAID		Amount Paid On Claim By Pool Insurance Company		2		No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE		Date FHA Part A Claim Was Filed With HUD				MM/DD/YYYY
FHA_PART_A_CLAIM_AMT		Amount of FHA Part A Claim Filed		2		No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE		Date HUD Disbursed Part A Claim Payment				MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT		Amount HUD Paid on Part A Claim		2		No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE		Date FHA Part B Claim Was Filed With HUD				MM/DD/YYYY
FHA_PART_B_CLAIM_AMT		Amount of FHA Part B Claim Filed		2		No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE		Date HUD Disbursed Part B Claim Payment				MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT		Amount HUD Paid on Part B Claim		2		No commas(,) or dollar signs ($)
VA_CLAIM_FILED_DATE		Date VA Claim Was Filed With the Veterans Admin				MM/DD/YYYY
VA_CLAIM_PAID_DATE		Date Veterans Admin. Disbursed VA Claim Payment				MM/DD/YYYY
VA_CLAIM_PAID_AMT		Amount Veterans Admin. Paid on VA Claim		2		No commas(,) or dollar signs ($)
	MOTION_FOR_RELIEF_DATE	The date the Motion for Relief was filed	10		MM/DD/YYYY
	FRCLSR_BID_AMT	The foreclosure sale bid amount	11		No commas(,) or dollar signs ($)
	FRCLSR_SALE_TYPE	The foreclosure sales results: REO, Third Party, Conveyance to HUD/VA
	REO_PROCEEDS	The net proceeds from the sale of the REO property.			No commas(,) or dollar signs ($)
	BPO_DATE	The date the BPO was done.
	CURRENT_FICO	The current FICO score
	HAZARD_CLAIM_FILED_DATE	The date the Hazard Claim was filed with the Hazard Insurance Company.	10		MM/DD/YYYY
	HAZARD_CLAIM_AMT	The amount of the Hazard Insurance Claim filed.	11		No commas(,) or dollar signs ($)
	HAZARD_CLAIM_PAID_DATE	The date the Hazard Insurance Company disbursed the claim payment.	10		MM/DD/YYYY
	HAZARD_CLAIM_PAID_AMT	The amount the Hazard Insurance Company paid on the claim.	11		No commas(,) or dollar signs ($)
	ACTION_CODE	Indicates loan status			Number
	NOD_DATE				MM/DD/YYYY
	NOI_DATE				MM/DD/YYYY
	ACTUAL_PAYMENT_PLAN_START_DATE				MM/DD/YYYY
	ACTUAL_PAYMENT_ PLAN_END_DATE
	ACTUAL_REO_START_DATE				MM/DD/YYYY
	REO_SALES_PRICE				Number
	REALIZED_LOSS/GAIN	As defined in the Servicing Agreement			Number

Exhibit 2: Standard File Codes – Delinquency Reporting

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

·

ASUM-

Approved Assumption

·

BAP-

Borrower Assistance Program

·

CO-

   Charge Off

·

DIL-

   Deed-in-Lieu

·

FFA-

   Formal Forbearance Agreement

·

MOD-

   Loan Modification

·

PRE-

   Pre-Sale

·

SS-

   Short Sale

·

MISC-

Anything else approved by the PMI or Pool Insurer

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

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

·

Mortgagor

·

Tenant

·

Unknown

·

Vacant

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

·

Damaged

·

Excellent

·

Fair

·

Gone

·

Good

·

Poor

·

Special Hazard

·

Unknown

Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

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

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

Exhibit 2: Standard File Codes – Delinquency Reporting, Continued

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

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

EXHIBIT IV

EXHIBIT V

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

SERVICING CRITERIA		APPLICABLE SERVICING CRITERIA
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	X
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	X
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	X
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X
1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.