NAME OF SERVICER], as Servicer, and OPTEUM MORTGAGE ACCEPTANCE CORPORATION as Depositor SERVICING AGREEMENT Dated as of _______________ ________________Mortgage Loans Opteum Mortgage Acceptance Corporation MBN Trust Series 20__-__

EXHIBIT 4.2

[NAME OF SERVICER], as Servicer,

and

OPTEUM MORTGAGE ACCEPTANCE CORPORATION

as Depositor

___________________________

SERVICING AGREEMENT

Dated as of _______________

___________________________

________________Mortgage Loans

Opteum Mortgage Acceptance Corporation MBN Trust Series 20__-__

TABLE OF CONTENTS

ARTICLE I

Definitions

Section 1.01  Definitions.......................................

Section 1.02  Other Definitional Provisions............

Section 1.03  Interest Calculations.......

ARTICLE II

Representations and Warranties

Section 2.01  Representations and Warranties Regarding the Servicer

Section 2.02  Representations and Warranties of the Depositor

Section 2.03  Enforcement of Representations and Warranties

ARTICLE III

Administration and Servicing of Mortgage Loans

Section 3.01  The Servicer

Section 3.02  Collection of Certain Mortgage Loan Payments

Section 3.03  Withdrawals from the Collection Account

Section 3.04  Maintenance of Hazard Insurance; Property Protection Expenses

Section 3.05  Modification Agreements

Section 3.06  Trust Estate; Related Documents

Section 3.07  Realization upon Defaulted Mortgage Loans

Section 3.08  Depositor and Indenture Trustee to Cooperate

Section 3.09  Servicing Compensation; Payment of Certain Expenses by Servicer

Section 3.10  Annual Statement as to Compliance

Section 3.11  Annual Servicing Report

Section 3.12  Access to Certain Documentation and Information Regarding the Mortgage Loans

Section 3.13  Maintenance of Certain Servicing Insurance Policies

Section 3.14  Information Required by the Internal Revenue Service Generally and Reports of Foreclosures and Abandonments of Mortgaged Property

Section 3.15  Optional Repurchase of Defaulted Mortgage Loans

ARTICLE IV

Servicing Certificate

Section 4.01  Statements to Securityholders

ARTICLE V

Distribution and Payment Accounts

Section 5.01  Distribution Account

Section 5.02  Payment Account

ARTICLE VI

The Servicer

Section 6.01  Liability of the Servicer

Section 6.02  Merger or Consolidation of, or Assumption of the Obligations of, the Servicer..................

Section 6.03  Limitation on Liability of the Servicer and Others

Section 6.04  Servicer Not to Resign

Section 6.05  Delegation of Duties

Section 6.06  Servicer to Pay Indenture Trustee's and Owner Trustee's Fees and Expenses; Indemnification

ARTICLE VII

Default

Section 7.01  Servicing Default

Section 7.02  Indenture Trustee to Act; Appointment of Successor

Section 7.03  Notification to Securityholders

ARTICLE VIII

Miscellaneous Provisions

Section 8.01  Amendment

Section 8.02  Governing Law

Section 8.03  Notices

Section 8.04  Severability of Provisions

Section 8.05  Third-Party Beneficiaries

Section 8.06  Counterparts

Section 8.07  Effect of Headings and Table of Contents

Section 8.08  Termination upon Purchase by the Servicer or Liquidation of All Mortgage Loans

Section 8.09  Certain Matters Affecting the Indenture Trustee

Section 8.10  [Authority of the Administrator]

EXHIBIT A - MORTGAGE LOAN SCHEDULE

EXHIBIT B - POWER OF ATTORNEY

EXHIBIT C - CERTIFICATE PURSUANT TO SECTION  3.08

EXHIBIT D - FORM OF REQUEST FOR RELEASE

EXHIBIT E - FORM OF REQUEST FOR RELEASE

EXHIBIT F - FORM OF SECTION 404 NOTICE

EXHIBIT G - FORM OF CERTIFICATION FOR NRSROS AND DEPOSITOR

Schedule 1 - Mortgage Insurance Component Schedule

This Servicing Agreement, dated as of _______________, between [Name of

Servicer], as Servicer (the "Servicer") and Opteum Mortgage Acceptance Corporation, as Depositor (the "Depositor"),

W I T N E S S E T H T H A T:

WHEREAS, Opteum Mortgage Acceptance Corporation., will create Opteum Mortgage

Acceptance Corporation MBN Trust Series 20__-__, an owner trust (the "Issuing Entity")

under Delaware law, and will transfer the Mortgage Loans and all of its rights

under the Mortgage Loan Purchase Agreement to the Issuing Entity,;

WHEREAS, pursuant to the terms of a Trust Agreement dated as of

_______________ (the "Owner Trust Agreement") between the Depositor, as

depositor, and ______________________, as owner trustee (the "Owner Trustee"),

the Depositor will sell the Mortgage Collateral to Issuing Entity in exchange

for the cash proceeds of the Securities;

WHEREAS, pursuant to the terms of the Trust Agreement between the

Depositor and the Owner Trustee, the Issuing Entity will issue and transfer to

or at the direction of the Depositor, the Mortgage-Backed Certificates, Series

20__-__ (the "Certificates");

WHEREAS, pursuant to the terms of an Indenture dated as of

_______________ (the "Indenture") between the Issuing Entity and the Indenture

Trustee, the Issuing Entity will issue and transfer to or at the direction of

the Purchaser the Mortgage-Backed Notes, Series 20__-__ (the "Notes"),

consisting of the Notes and secured by the Mortgage Collateral;

WHEREAS, pursuant to the terms of the Mortgage Loan Purchase Agreement,

the Depositor will acquire the Initial Loans; and

WHEREAS, pursuant to the terms of this Servicing Agreement, the

Servicer will service the Mortgage Loans directly or through one or more

Subservicers;

NOW, THEREFORE, in consideration of the mutual covenants herein

contained, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01 DEFINITIONS. For all purposes of this Servicing Agreement,

except as otherwise expressly provided herein or unless the context otherwise

requires, capitalized terms not otherwise defined herein shall have the meanings

assigned to such terms in the Definitions contained in Appendix A to the

Indenture which is incorporated by reference herein. All other capitalized terms

used herein shall have the meanings specified herein.

Section 1.02 OTHER DEFINITIONAL PROVISIONS. (a) All terms defined in

this Servicing Agreement shall have the defined meanings when used in any

certificate or other document made or delivered pursuant hereto unless otherwise

defined therein.

(b) As used in this Servicing Agreement and in any certificate or other

document made or delivered pursuant hereto or thereto, accounting terms not

defined in this Servicing Agreement or in any such certificate or other

document, and accounting terms partly defined in this Servicing Agreement or in

any such certificate or other document, to the extent not defined, shall have

the respective meanings given to them under generally accepted accounting

principles. To the extent that the definitions of accounting terms in this

Servicing Agreement or in any such certificate or other document are

inconsistent with the meanings of such terms under generally accepted accounting

principles, the definitions contained in this Servicing Agreement or in any such

certificate or other document shall control.

(c) The words "hereof," "herein," "hereunder" and words of similar

import when used in this Servicing Agreement shall refer to this Servicing

Agreement as a whole and not to any particular provision of this Servicing

Agreement; Section and Exhibit references contained in this Servicing Agreement

are references to Sections and Exhibits in or to this Servicing Agreement unless

otherwise specified; and the term "including" shall mean "including without

limitation".

(d) The definitions contained in this Servicing Agreement are

applicable to the singular as well as the plural forms of such terms and to the

masculine as well as the feminine and neuter genders of such terms.

(e) Any agreement, instrument or statute defined or referred to herein

or in any instrument or certificate delivered in connection herewith means such

agreement, instrument or statute as from time to time amended, modified or

supplemented and includes (in the case of agreements or instruments) references

to all attachments thereto and instruments incorporated therein; references to a

Person are also to its permitted successors and assigns.

Section 1.03 INTEREST CALCULATIONS. All calculations of interest

hereunder that are made in respect of the Principal Balance of a Mortgage Loan

shall be made on a daily basis using a 365- day year. All calculations of

interest on the Securities shall be made on the basis of the actual number of

days in an Interest Period and a year assumed to consist of 360 days. The

calculation of the Servicing Fee shall be made on the basis of a 360-day year

consisting of twelve 30-day months. All dollar amounts calculated hereunder

shall be rounded to the nearest xxxxx with one-half of one xxxxx being rounded

down.

ARTICLE II

Representations and Warranties

Section 2.01 REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICER. The

Servicer represents and warrants to Depositor, the Issuing Entity and for the

benefit of the Indenture Trustee, as pledgee of the Mortgage Collateral, and the

Securityholders, as of the Cut-Off Date, [the date of the Servicing Agreement],

the Closing Date [and any Deposit Date], that:

(i) The Servicer is a corporation duly organized, validly

existing and in good standing under the laws of the State of [_______]

and has the corporate power to own its assets and to transact the

business in which it is currently engaged. The Servicer is duly

qualified to do business as a foreign corporation and is in good

standing in each jurisdiction in which the character of the business

transacted by it or properties owned or leased by it requires such

qualification and in which the failure to so qualify would have a

material adverse effect on the business, properties, assets, or

condition (financial or other) of the Servicer;

(ii) The Servicer has the power and authority to make,

execute, deliver and perform this Servicing Agreement and all of the

transactions contemplated under this Servicing Agreement, and has taken

all necessary corporate action to authorize the execution, delivery and

performance of this Servicing Agreement. When executed and delivered,

this Servicing Agreement will constitute the legal, valid and binding

obligation of the Servicer enforceable in accordance with its terms,

except as enforcement of such terms may be limited by bankruptcy,

insolvency or similar laws affecting the enforcement of creditors'

rights generally and by the availability of equitable remedies;

iii) The Servicer is not required to obtain the consent of

any other Person or any consent, license, approval or authorization

from, or registration or declaration with, any governmental authority,

bureau or agency in connection with the execution, delivery,

performance, validity or enforceability of this Servicing Agreement,

except for such consent, license, approval or authorization, or

registration or declaration, as shall have been obtained or filed, as

the case may be;

(iv) The execution and delivery of this Servicing Agreement

and the performance of the transactions contemplated hereby by the

Servicer will not violate any provision of any existing law or

regulation or any order or decree of any court applicable to the

Servicer or any provision of the Certificate of Incorporation or Bylaws

of the Servicer, or constitute a material breach of any mortgage,

indenture, contract or other agreement to which the Servicer is a party

or by which the Servicer may be bound; and

(v) No litigation or administrative proceeding of or before

any court, tribunal or governmental body is currently pending, or to

the knowledge of the Servicer threatened, against the Servicer or any

of its properties or with respect to this Servicing Agreement or the

Notes or the Certificates which in the opinion of the Servicer has a

reasonable likelihood of resulting in a material adverse effect on the

transactions contemplated by this Servicing Agreement.

The foregoing representations and warranties shall survive any

termination of the Servicer hereunder.

Section 2.02 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The

Depositor hereby represents and warrants to the Servicer for the benefit of the

Indenture Trustee, as pledgee of the Mortgage Collateral, and the

Securityholders, as of the Cut-Off Date, the Closing Date and any Deposit Date,

that:

(i) The Depositor is a corporation in good standing under the

laws of the State of Delaware;

(ii) The Depositor has full power, authority and legal right

to execute and deliver this Servicing Agreement and to perform its

obligations under this Servicing Agreement, and has taken all necessary

action to authorize the execution, delivery and performance by it of

this Servicing Agreement; and

(iii) The execution and delivery by the Depositor of this

Servicing Agreement and the performance by the Depositor of its

obligations under this Servicing Agreement will not violate any

provision of any law or regulation governing the Depositor or any

order, writ, judgment or decree of any court, arbitrator or

governmental authority or agency applicable to the Depositor or any of

its assets. Such execution, delivery, authentication and performance

will not require the authorization, consent or approval of, the giving

of notice to, the filing or registration with, or the taking of any

other action with respect to, any governmental authority or agency

regulating the activities of limited liability companies. Such

execution, delivery, authentication and performance will not conflict

with, or result in a breach or violation of, any mortgage, deed of

trust, lease or other agreement or instrument to which the Depositor is

bound.

Section 2.03 ENFORCEMENT OF REPRESENTATIONS AND WARRANTIES. The

Servicer, on behalf of and subject to the direction of the Indenture Trustee, as

pledgee of the Mortgage Collateral, or the Credit Enhancer, shall enforce the

representations and warranties of the Seller pursuant to the Mortgage Loan

Purchase Agreement. Upon the discovery by the Seller, the Servicer, the

Indenture Trustee, the Credit Enhancer, the Depositor or any Custodian of a

breach of any of the representations and warranties made in the Mortgage Loan

Purchase Agreement, in respect of any Mortgage Loan which materially and

adversely affects the interests of the Securityholders or the Credit Enhancer,

the party discovering such breach shall give prompt written notice to the other

parties (any Custodian being so obligated under a Custodial Agreement). The

Servicer shall promptly notify the Seller of such breach and request that,

pursuant to the terms of the Mortgage Loan Purchase Agreement, the Seller either

(i) cure such breach in all material respects within 45 days (with respect to a

breach of the representations and warranties contained in Section 3.1(a) of the

Mortgage Loan Purchase Agreement) or 90 days (with respect to a breach of the

representations and warranties contained in Section 3.1(b) of the Mortgage Loan

Purchase Agreement) from the date the Seller was notified of such breach or (ii)

purchase such Mortgage Loan from the Depositor at the price and in the manner

set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement; PROVIDED

that the Seller shall, subject to the conditions set forth in the Mortgage Loan

Purchase Agreement, have the option to substitute an Eligible Substitute

Mortgage Loan or Loans for such Mortgage Loan. In the event that the Seller

elects to substitute one or more Eligible Substitute Mortgage Loans pursuant to

Section 3.1(b) of the Mortgage Loan Purchase Agreement, the Seller shall deliver

to the Depositor with respect to such Eligible Substitute Mortgage Loans, the

original Mortgage Note, the Mortgage, and such other documents and agreements as

are required by the Mortgage Loan Purchase Agreement. No substitution will be

made in any calendar month after the Determination Date for such month. Payments

due with respect to Eligible Substitute Mortgage Loans in the month of

substitution shall not be transferred to the Depositor and will be retained by

the Servicer and remitted by the Servicer to the Seller on the next succeeding

Payment Date provided a payment has been received by the Depositor for such

month in respect of the Mortgage Loan to be removed. The Servicer shall amend or

cause to be amended the Mortgage Loan Schedule to reflect the removal of such

Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loans and

the Servicer shall promptly deliver the amended Mortgage Loan Schedule to the

Owner Trustee and Indenture Trustee.

It is understood and agreed that the obligation of the Seller to cure

such breach or purchase or substitute for such Mortgage Loan as to which such a

breach has occurred and is continuing shall constitute the sole remedy

respecting such breach available to the Depositor and the Indenture Trustee, as

pledgee of the Mortgage Collateral, against the Seller. In connection with the

purchase of or substitution for any such Mortgage Loan by the Seller, the

Depositor shall assign to the Seller all of the right, title and interest in

respect of the Mortgage Loan Purchase Agreement applicable to such Mortgage

Loan. Upon receipt of the Repurchase Price, or upon completion of such

substitution, the applicable Custodian shall deliver the Mortgage Files to the

Servicer, together with all relevant endorsements and assignments.

ARTICLE III

Administration and Servicing of Mortgage Loans

Section 3.01 THE SERVICER. (a) The Servicer shall service and

administer the Mortgage Loans in the same manner as would prudent institutional

mortgage lenders servicing comparable mortgage loans for their own account in

the jurisdictions where the related Mortgaged Properties are located and in a

manner consistent with the terms of this Servicing Agreement and which shall be

normal and usual in its general mortgage servicing activities and shall have

full power and authority, acting alone or through a subservicer, to do any and

all things in connection with such servicing and administration which it may

deem necessary or desirable, it being understood, how ever, that the Servicer

shall at all times remain responsible to the Depositor, the Indenture Trustee,

as pledgee of the Mortgage Collateral, and the Securityholders for the

performance of its duties and obligations hereunder in accordance with the terms

hereof and the servicing standard set forth above. Without limiting the

generality of the foregoing, the Servicer shall continue, and is hereby

authorized and empowered by the Depositor and the Indenture Trustee, as pledgee

of the Mortgage Collateral, to execute and deliver, on behalf of itself, the

Depositor, the Securityholders and the Indenture Trustee or any of them, any and

all instruments of satisfaction or cancellation, or of partial or full release

or discharge and all other comparable instruments with respect to the Mortgage

Loans and with respect to the Mortgaged Properties. The Depositor, the Indenture

Trustee and the Custodian, as applicable, shall furnish the Servicer with any

powers of attorney and other documents necessary or appropriate to enable the

Servicer to carry out its servicing and administrative duties hereunder. On the

Closing Date, the Depositor shall deliver to the Servicer a power of attorney

substantially in the form of Exhibit B hereto.

If the Mortgage relating to a Mortgage Loan did not have a lien senior

on the related Mortgaged Property as of the Cut-Off Date, then the Servicer, in

such capacity, may not consent to the placing of a lien senior to that of the

Mortgage on the related Mortgaged Property. If the Mortgage relating to a

Mortgage Loan had a lien senior to the Mortgage Loan on the related Mort gaged

Property as of the Cut-Off Date, then the Servicer, in such capacity, may

consent to the refinancing of such senior lien; PROVIDED that (i) the resulting

Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the

Combined Loan-to-Value Ratio prior to such refinancing and (ii) the interest

rate for the loan evidencing the refinanced senior lien on the date of such

refinancing is no higher than the interest rate on the loan evidencing the

existing senior lien immediately prior to the date of such refinancing.

The relationship of the Servicer (and of any successor to the Servicer

as servicer under this Servicing Agreement) to the Depositor under this

Servicing Agreement is intended by the parties to be that of an independent

contractor and not that of a joint venturer, partner or agent.

(b) The Servicer has entered into Initial Subservicing Agreements with

the Initial Subservicers for the servicing and administration of the Mortgage

Loans and may enter into additional Sub servicing Agreements with Subservicers

for the servicing and administration of certain of the Mortgage Loans.

References in this Servicing Agreement to actions taken or to be taken by the

Servicer in servicing the Mortgage Loans include actions taken or to be taken by

a Subservicer on behalf of the Servicer and any amount received by such

Subservicer in respect of a Mortgage Loan shall be deemed to have been received

by the Servicer whether or not actually received by the Servicer. Each

Subservicing Agreement will be upon such terms and conditions as are not

inconsistent with this Servicing Agreement and as the Servicer and the

Subservicer have agreed. With the approval of the Servicer, a Subservicer may

delegate its servicing obligations to third-party servicers, but such

Subservicers will remain obligated under the related Subservicing Agreements.

The Servicer and the Subservicer may enter into amendments to the related

Subservicing Agreements; PROVIDED, HOWEVER, that any such amendments shall be

consistent with and not violate the provisions of this Servicing Agreement. The

Servicer shall be entitled to terminate any Subservicing Agreement in accordance

with the terms and conditions thereof and without any limitation by virtue of

this Servicing Agreement; PROVIDED, HOWEVER, that in the event of termination of

any Subservicing Agreement by the Servicer or the Subservicer, the Servicer

shall either act as servicer of the related Mortgage Loan or enter into a

Subservicing Agreement with a successor Subservicer which will be bound by the

terms of the related Subservicing Agreement. The Servicer shall be entitled to

enter into any agreement with a Subservicer for indemnification of the Servicer

and nothing contained in this Servicing Agreement shall be deemed to limit or

modify such indemnification.

In the event that the rights, duties and obligations of the Servicer

are terminated hereunder, any successor to the Servicer in its sole discretion

may, to the extent permitted by applicable law, terminate the existing

Subservicing Agreement with any Subservicer in accordance with the terms of the

applicable Subservicing Agreement or assume the terminated Servicer's rights and

obligations under such subservicing arrangements which termination or assumption

will not violate the terms of such arrangements.

As part of its servicing activities hereunder, the Servicer, for the

benefit of the Depositor, shall use reasonable efforts to enforce the

obligations of each Subservicer under the related Subservicing Agreement, to the

extent that the non-performance of any such obligation would have material and

adverse effect on a Mortgage Loan. Such enforcement, including, without

limitation, the legal prosecution of claims, termination of Subservicing

Agreements and the pursuit of other appropriate remedies, shall be in such form

and carried out to such an extent and at such time as the Servicer, in its good

faith business judgment, would require were it the owner of the related Mortgage

Loans. The Servicer shall pay the costs of such enforcement at its own expense,

and shall be reimbursed therefor only (i) from a general recovery resulting from

such enforcement to the extent, if any, that such recovery exceeds all amounts

due in respect of the related Mortgage Loan or (ii) from a specific recovery of

costs, expenses or attorneys fees against the party against whom such

enforcement is directed.

Section 3.02 COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS. (a) The

Servicer shall make reasonable efforts to collect all payments called for under

the terms and provisions of the Mortgage Loans, and shall, to the extent such

procedures shall be consistent with this Servicing Agreement, follow such

collection procedures as shall be normal and usual in its general mortgage

servicing activities. Consistent with the foregoing, and without limiting the

generality of the foregoing, the Servicer may in its discretion (i) waive any

late payment charge, penalty interest or other fees which may be collected in

the ordinary course of servicing such Mortgage Loan and (ii) arrange with a

Mortgagor a schedule for the payment of principal and interest due and unpaid;

PROVIDED such arrangement is consistent with the Servicer's policies with

respect to home equity mortgage loans; PROVIDED, FURTHER, that notwithstanding

such arrangement such Mortgage Loans will be included in the information

regarding delinquent Mortgage Loans set forth in the Servicing Certificate. The

Servicer may also extend the Due Date for payment due on a Mortgage Loan,

PROVIDED, HOWEVER, that the Servicer shall first determine that any such waiver

or extension will not adversely affect the lien of the related Mortgage.

Consistent with the terms of this Servicing Agreement, the Servicer may also

waive, modify or vary any term of any Mortgage Loan or consent to the

postponement of strict compliance with any such term or in any manner grant

indulgence to any Mortgagor if in the Servicer's determination such waiver,

modification, postponement or indulgence is not materially adverse to the

interests of the Securityholders or the Credit Enhancer, PROVIDED, HOWEVER, that

the Servicer may not modify or permit any Subservicer to modify any Mortgage

Loan (including without limitation any modification that would change the

Mortgage Rate, forgive the payment of any principal or interest (unless in

connection with the liquidation of the related Mortgage Loan) or extend the

final maturity date of such Mortgage Loan) unless such Mortgage Loan is in

default or, in the judgment of the Servicer, such default is reasonably

foreseeable.

(b) The Servicer shall establish an account (the "Collection Account")

in which the Servicer shall deposit or cause to be deposited any amounts

representing payments on and any collections in respect of the Mortgage Loans

received by it subsequent to the Cut-off Date as to any Initial Loan or the

related Deposit Date as to any Additional Loan (other than in respect of the

payments referred to in the following paragraph) within __ Business Day[s]

following receipt thereof (or otherwise on or prior to the Closing Date),

including the following payments and collections received or made by it (without

duplication):

(i) all payments of principal of or interest on the Mortgage

Loans received by the Servicer from the respective Subservicer, net of

any portion of the interest thereof retained by the Subservicer as

Subservicing Fees;

(ii) the aggregate Repurchase Price of the Mortgage Loans

purchased by the Servicer pursuant to Section 3.15;

(iii) Net Liquidation Proceeds net of any related Foreclosure

Profit;

(iv) all proceeds of any Mortgage Loans repurchased by the

Seller pursuant to the Mortgage Loan Purchase Agreement, and all

Substitution Adjustment Amounts required to be deposited in connection

with the substitution of an Eligible Substitute Mortgage Loan pursuant

to the Mortgage Loan Purchase Agreement;

(v) insurance proceeds, other than Net Liquidation Proceeds,

resulting from any insurance policy maintained on a Mortgaged Property;

and

(vi) amounts required to be paid by the Servicer pursuant to

Section 8.08.

(vii) PROVIDED, HOWEVER, that with respect to each Collection

Period, the Servicer shall be permitted to retain from payments in

respect of interest on the Mortgage Loans, the Servicing Fee for such

Collection Period. The foregoing requirements respecting deposits to

the Collection Account are exclusive, it being understood that, without

limiting the generality of the foregoing, the Servicer need not deposit

in the Collection Account amounts representing Foreclosure Profits,

fees (including annual fees) or late charge penalties, payable by

Mortgagors, or amounts received by the Servicer for the accounts of

Mortgagors for application towards the payment of taxes, insurance

premiums, assessments and similar items. In the event any amount not

required to be deposited in the Collection Account is so deposited, the

Servicer may at any time withdraw such amount from the Collection

Account, any provision herein to the contrary notwithstanding. The

Collection Account may contain funds that belong to one or more trust

funds created for the notes or certificates of other series and may

contain other funds respecting payments on mortgage loans belonging to

the Servicer or serviced or serviced by it on behalf of others.

Notwithstanding such commingling of funds, the Servicer shall keep

records that accurately reflect the funds on deposit in the Collection

Account that have been identified by it as being attributable to the

Mortgage Loans and shall hold all collections in the Collection Account

to the extent they represent collections on the Mortgage Loans for the

benefit of the Depositor, the Indenture Trustee, the Securityholders

and the Credit Enhancer, as their interests may appear. The Servicer

shall remit all Foreclosure Profits to itself as additional servicing

compensation.

The Servicer may cause the institution maintaining the Collection

Account to invest any funds in the Collection Account in Eligible Investments

(including obligations of the Servicer or any of its Affiliates, if such

obligations otherwise qualify as Eligible Investments), which shall mature not

later than the Business Day next preceding the Payment Date and shall not be

sold or disposed of prior to its maturity. Except as provided above, all income

and gain realized from any such investment shall be for the benefit of the

Servicer and shall be subject to its withdrawal or order from time to time. The

amount of any losses incurred in respect of the principal amount of any such

investments shall be deposited in the Collection Account by the Servicer out of

its own funds immediately as realized.

(c) The Servicer will require each Subservicer to hold all funds

constituting collections on the Mortgage Loans, pending remittance thereof to

the Servicer, in one or more accounts meeting the requirements of an Eligible

Account, and invested in Eligible Investments, unless, all such collections are

remitted on a daily basis to the Servicer for deposit into the Collection

Account.

Section 3.03 WITHDRAWALS FROM THE COLLECTION ACCOUNT. The Servicer

shall, from time to time as provided herein, make withdrawals from the

Collection Account of amounts on deposit therein pursuant to Section 3.02 that

are attributable to the Mortgage Loans for the following purposes:

(i) to deposit in the Distribution Account, on the Business

Day prior to each Payment Date, an amount equal to the Security

Collections required to be distributed on such Payment Date;

(ii) to the extent deposited to the Collection Account, to

reimburse itself or the related Subservicer for previously unreimbursed

expenses incurred in maintaining individual insurance policies pursuant

to Section 3.04, or Liquidation Expenses, paid pursuant to Section 3.07

or otherwise reimbursable pursuant to the terms of this Servicing

Agreement (to the extent not payable pursuant to Section 3.09), such

withdrawal right being limited to amounts received on particular

Mortgage Loans (other than any Repurchase Price in respect thereof)

which represent late recoveries of the payments for which such advances

were made, or from related Liquidation Proceeds or the proceeds of the

purchase of such Mortgage Loan;

(iii) to pay to itself out of each payment received on account

of interest on a Mortgage Loan as contemplated by Section 3.09, an

amount equal to the related Servicing Fee (to the extent not retained

pursuant to Section 3.02), and to pay to any Subservicer any

Subservicing Fees not previously withheld by the Subservicer;

(iv) to the extent deposited in the Collection Account to pay

to itself as additional servicing compensation any interest or

investment income earned on funds deposited in the Collection Account

and Payment Account that it is entitled to withdraw pursuant to

Sections 3.02(b) and 5.01;

(v) to the extent deposited in the Collection Account, to pay

to itself as additional servicing compensation any Foreclosure Profits;

(vi) to pay to itself or the Seller, with respect to any

Mortgage Loan or property acquired in respect thereof that has been

purchased or otherwise transferred to the Seller, the Servicer or other

entity, all amounts received thereon and not required to be distributed

to Securityholders as of the date on which the related Purchase Price

or Repurchase Price is determined;

(vii) to withdraw any other amount deposited in the Collection

Account that was not required to be deposited therein pursuant to

Section 3.02;

(viii) to pay to the Seller the amount, if any, deposited in

the Collection Account by the Indenture Trustee upon release thereof

from the Funding Account representing payments for Additional Loans;

and

(ix) after the occurrence of an Amortization Event, to pay to

the Seller, the Excluded Amount.

(x) Since, in connection with withdrawals pursuant to clauses

(iii), (iv), (vi) and (vii), the Servicer's entitlement thereto is

limited to collections or other recoveries on the related Mortgage

Loan, the Servicer shall keep and maintain separate accounting, on a

Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any

withdrawal from the Collection Account pursuant to such clauses.

Notwithstanding any other provision of this Servicing Agreement, the

Servicer shall be entitled to reimburse itself for any previously

unreimbursed expenses incurred pursuant to Section 3.07 or otherwise

reimbursable pursuant to the terms of this Servicing Agreement that the

Servicer determines to be otherwise nonrecoverable (except with respect

to any Mortgage Loan as to which the Repurchase Price has been paid),

by withdrawal from the Collection Account of amounts on deposit therein

attributable to the Mortgage Loans on any Business Day prior to the

Payment Date succeeding the date of such determination.

Section 3.04 MAINTENANCE OF HAZARD INSURANCE; PROPERTY PROTECTION

EXPENSES. The Servicer shall cause to be maintained for each Mortgage Loan

hazard insurance naming the Servicer or related Subservicer as loss payee

thereunder providing extended coverage in an amount which is at least equal to

the lesser of (i) the maximum insurable value of the improvements securing such

Mortgage Loan from time to time or (ii) the combined principal balance owing on

such Mortgage Loan and any mortgage loan senior to such Mortgage Loan from time

to time. The Servicer shall also cause to be maintained on property acquired

upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, fire

insurance with extended coverage in an amount which is at least equal to the

amount necessary to avoid the application of any co-insurance clause contained

in the related hazard insurance policy. Amounts collected by the Servicer under

any such policies (other than amounts to be applied to the restoration or repair

of the related Mortgaged Property or property thus acquired or amounts released

to the Mortgagor in accordance with the Servicer's normal servicing procedures)

shall be deposited in the Collection Account to the extent called for by Section

3.02. In cases in which any Mortgaged Property is located at any time during the

life of a Mortgage Loan in a federally designated flood area, the hazard

insurance to be maintained for the related Mortgage Loan shall include flood

insurance (to the extent available). All such flood insurance shall be in

amounts equal to the lesser of (i) the amount required to compensate for any

loss or damage to the Mortgaged Property on a replacement cost basis and (ii)

the maximum amount of such insurance available for the related Mortgaged

Property under the national flood insurance program (assuming that the area in

which such Mortgaged Property is located is participating in such program). The

Servicer shall be under no obligation to require that any Mortgagor maintain

earthquake or other additional insurance and shall be under no obligation itself

to maintain any such additional insurance on property acquired in respect of a

Mortgage Loan, other than pursuant to such applicable laws and regulations as

shall at any time be in force and as shall require such additional insurance. If

the Servicer shall obtain and maintain a blanket policy consistent with its

general mortgage servicing activities insuring against hazard losses on all of

the Mortgage Loans, it shall conclusively be deemed to have satisfied its

obligations as set forth in the first sentence of this Section 3.04, it being

understood and agreed that such policy may contain a deductible clause, in which

case the Servicer shall, in the event that there shall not have been maintained

on the related Mortgaged Property a policy complying with the first sentence of

this Section 3.04 and there shall have been a loss which would have been covered

by such policy, deposit in the Collection Account the amount not otherwise

payable under the blanket policy because of such deductible clause. Any such

deposit by the Servicer shall be made on the last Business Day of the Collection

Period in the month in which payments under any such policy would have been

deposited in the Collection Account. In connection with its activities as

administrator and servicer of the Mortgage Loans, the Servicer agrees to

present, on behalf of itself, the Depositor, the Issuing Entity, the Indenture

Trustee and the Securityholders, claims under any such blanket policy.

Section 3.05 MODIFICATION AGREEMENTS. The Servicer or the related

Subservicer, as the case may be, shall be entitled to (A) execute assumption

agreements, substitution agreements, and instruments of satisfaction or

cancellation or of partial or full release or discharge, or any other document

contemplated by this Servicing Agreement and other comparable instruments with

respect to the Mortgage Loans and with respect to the Mortgaged Properties

subject to the Mortgages (and the Depositor shall promptly execute any such

documents on request of the Servicer) and (B) approve the granting of an

easement thereon in favor of another Person, any alteration or demolition of the

related Mortgaged Property or other similar matters, if it has determined,

exercising its good faith business judgment in the same manner as it would if it

were the owner of the related Mortgage Loan, that the security for, and the

timely and full collectability of, such Mortgage Loan would not be adversely

affected thereby. A partial release pursuant to this Section 3.05 shall be

permitted only if the Combined Loan-to-Value Ratio for such Mortgage Loan after

such partial release does not exceed the Combined Loan-to-Value Ratio for such

Mortgage Loan as of the Cut-Off Date. Any fee collected by the Servicer or the

related Subservicer for processing such request will be retained by the Servicer

or such Subservicer as additional servicing compensation.

Section 3.06 TRUST ESTATE; RELATED DOCUMENTS. (a) When required by the

provisions of this Servicing Agreement, the Depositor shall execute instruments

to release property from the terms of this Servicing Agreement, or convey the

Depositor's interest in the same, in a manner and under circumstances which are

not inconsistent with the provisions of this Servicing Agreement. No party

relying upon an instrument executed by the Depositor as provided in this Article

III shall be bound to ascertain the Depositor's authority, inquire into the

satisfaction of any conditions precedent or see to the application of any

moneys.

(b) If from time to time the Servicer shall deliver to the Depositor or

the related Custodian copies of any written assurance, assumption agreement or

substitution agreement or other similar agreement pursuant to Section 3.05, the

Depositor or the related Custodian shall check that each of such documents

purports to be an original executed copy (or a copy of the original executed

document if the original executed copy has been submitted for recording and has

not yet been returned) and, if so, shall file such documents, and upon receipt

of the original executed copy from the applicable recording office or receipt of

a copy thereof certified by the applicable recording office shall file such

originals or certified copies with the Related Documents. If any such documents

submitted by the Servicer do not meet the above qualifications, such documents

shall promptly be returned by the Depositor or the related Custodian to the

Servicer, with a direction to the Servicer to forward the correct documentation.

(c) Upon Depositor Request accompanied by an Officers' Certificate of

the Servicer pursuant to Section 3.09 of this Servicing Agreement to the effect

that a Mortgage Loan has been the subject of a final payment or a prepayment in

full and the related Mortgage Loan has been terminated or that substantially all

Liquidation Proceeds which have been determined by the Servicer in its

reasonable judgment to be finally recoverable have been recovered, and upon

deposit to the Collection Account of such final monthly payment, prepayment in

full together with accrued and unpaid interest to the date of such payment with

respect to such Mortgage Loan or, if applicable, Liquidation Proceeds, the

Depositor shall promptly release the Related Documents to the Servicer, along

with such documents as the Servicer or the Mortgagor may request as contemplated

by the Servicing Agreement to evidence satisfaction and discharge of such

Mortgage Loan. If from time to time and as appropriate for the servicing or

foreclosure of any Mortgage Loan, the Servicer requests the Depositor or the

related Custodian to release the Related Documents and delivers to the Depositor

or the related Custodian a trust receipt reasonably satisfactory to the

Depositor or the related Custodian and signed by a Responsible Officer of the

Servicer, the Depositor or the related Custodian shall release the Related

Documents to the Servicer. If such Mortgage Loans shall be liquidated and the

Depositor or the related Custodian receives a certificate from the Servicer as

provided above, then, upon request of the Depositor or the related Custodian

shall release the trust receipt to the Servicer.

Section 3.07 REALIZATION UPON DEFAULTED MORTGAGE LOANS. With respect to

such of the Mortgage Loans as come into and continue in default, the Servicer

will decide whether to foreclose upon the Mortgaged Properties securing such

Mortgage Loans or write off the unpaid principal balance of the Mortgage Loans

as bad debt; provided that if the Servicer has actual knowledge that any

Mortgaged Property is affected by hazardous or toxic wastes or substances and

that the acquisition of such Mortgaged Property would not be commercially

reasonable, then the Servicer will not cause the Depositor to acquire title to

such Mortgaged Property in a foreclosure or similar proceeding. In connection

with such foreclosure or other conversion, the Servicer shall follow such

practices (including, in the case of any default on a related senior mortgage

loan, the advancing of funds to correct such default) and procedures as it shall

deem necessary or advisable and as shall be normal and usual in its general

mortgage servicing activities; PROVIDED that the Servicer shall not be liable in

any respect hereunder if the Servicer is acting in connection with any such

foreclosure or attempted foreclosure which is not completed or other conversion

in a manner that is consistent with the provisions of this Servicing Agreement.

The foregoing is subject to the proviso that the Servicer shall not be required

to expend its own funds in connection with any fore closure or attempted

foreclosure which is not completed or towards the correction of any default on a

related senior mortgage loan or restoration of any property unless it shall

determine that such expenditure will increase Net Liquidation Proceeds. In the

event of a determination by the Servicer that any such expenditure previously

made pursuant to this Section 3.07 will not be reimbursable from Net Liquidation

Proceeds, the Servicer shall be entitled to reimbursement of its funds so

expended pursuant to Section 3.03.

Notwithstanding any provision of this Servicing Agreement, a Mortgage

Loan may be deemed to be finally liquidated if substantially all amounts

expected by the Servicer to be received in connection with the related defaulted

Mortgage Loan have been received; PROVIDED, HOWEVER, any subsequent collections

with respect to any such Mortgage Loan shall be deposited to the Collection

Account. For purposes of determining the amount of any Liquidation Proceeds or

Insurance Proceeds, or other unscheduled collections, the Servicer may take into

account minimal amounts of additional receipts expected to be received or any

estimated additional liquidation expenses expected to be incurred in connection

with the related defaulted Mortgage Loan.

In the event that title to any Mortgaged Property is acquired in

foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale

shall be issued to the Depositor and the Indenture Trustee as their interests

may appear, or to their respective nominee on behalf of Securityholders.

Notwithstanding any such acquisition of title and cancellation of the related

Mortgage Loan, such Mortgaged Property shall (except as otherwise expressly

provided herein) be considered to be an outstanding Mortgage Loan held as an

asset of the Depositor until such time as such property shall be sold.

Consistent with the foregoing for purposes of all calculations hereunder, so

long as such Mortgaged Property shall be considered to be an outstanding

Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness

evidenced by the related Mortgage Note shall have been discharged, such Mortgage

Note in effect at the time of any such acquisition of title before any

adjustment thereto by reason of any bankruptcy or similar proceeding or any

moratorium or similar waiver or grace period will remain in effect.

Any proceeds from foreclosure proceedings or the purchase or repurchase

of any Mortgage Loan pursuant to the terms of this Servicing Agreement, as well

as any recovery resulting from a collection of Liquidation Proceeds or Insurance

Proceeds, will be applied in the following order of priority: first, to

reimburse the Servicer or the related Subservicer in accordance with Section

3.07; second, to all Servicing Fees payable therefrom; third, to the extent of

accrued and unpaid interest on the related Mortgage Loan, at the Net Mortgage

Rate to the Due Date prior to the Payment Date on which such amounts are to be

deposited in the Payment Account; fourth, as a recovery of principal on the

Mortgage Loan; and fifth, to Foreclosure Profits.

Section 3.08 DEPOSITOR AND INDENTURE TRUSTEE TO COOPERATE. On or before

each Payment Date, the Servicer will notify the Indenture Trustee or the

relevant Custodian, with a copy to the Depositor, of the termination of or the

payment in full and the termination of any Mortgage Loan during the preceding

Collection Period, which notification shall be by a certification in

substantially the form attached hereto as Exhibit C (which certification shall

include a statement to the effect that all amounts received in connection with

such payment which are required to be deposited in the Collection Account

pursuant to Section 3.02 have been so deposited or credited) of a Servicing

Officer. Upon receipt of payment in full, the Servicer is authorized to execute,

pursuant to the authorization contained in Section 3.01, if the assignments of

Mortgage have been recorded as required under the Mortgage Loan Purchase

Agreement, an instrument of satisfaction regarding the related Mortgage, which

instrument of satisfaction shall be recorded by the Servicer if required by

applicable law and be delivered to the Person entitled thereto. It is understood

and agreed that any expenses incurred in connection with such instrument of

satisfaction or transfer shall be reimbursed from amounts deposited in the

Collection Account. From time to time and as appropriate for the servicing or

foreclosure of any Mortgage Loan, the Indenture Trustee or the relevant

Custodian shall, upon request of the Servicer and delivery to the Indenture

Trustee or relevant Custodian, with a copy to the Depositor, of a Request for

Release, in the form annexed hereto as Exhibit D, signed by a Servicing Officer,

release or cause to be released the related Mortgage File to the Servicer and

the Depositor and Indenture Trustee shall promptly execute such documents, in

the forms provided by the Servicer, as shall be necessary for the prosecution of

any such proceedings or the taking of other servicing actions. Such trust

receipt shall obligate the Servicer to return the Mortgage File to the Indenture

Trustee or the related Custodian (as specified in such receipt) when the need

therefor by the Servicer no longer exists unless the Mortgage Loan shall be

liquidated, in which case, upon receipt of a certificate of a Servicing Officer

similar to that hereinabove specified, the trust receipt shall be released to

the Servicer.

In order to facilitate the foreclosure of the Mortgage securing any

Mortgage Loan that is in default following recordation of the assignments of

Mortgage in accordance with the provisions of the Mortgage Loan Purchase

Agreement, the Depositor shall, if so requested in writing by the Servicer,

promptly execute an appropriate assignment in the form provided by the Servicer

to assign such Mortgage Loan for the purpose of collection to the Servicer (any

such assignment shall unambiguously indicate that the assignment is for the

purpose of collection only), and, upon such assignment, such assignee for

collection will thereupon bring all required actions in its own name and

otherwise enforce the terms of the Mortgage Loan and deposit or credit the Net

Liquidation Proceeds, exclusive of Foreclosure Profits, received with respect

thereto in the Collection Account. In the event that all delinquent payments due

under any such Mortgage Loan are paid by the Mortgagor and any other defaults

are cured then the assignee for collection shall promptly reassign such Mortgage

Loan to the Depositor and return all Related Documents to the place where the

related Mortgage File was being maintained.

In connection with the Depositor's obligation to cooperate as provided

in this Section 3.08 and all other provisions of this Servicing Agreement

requiring the Depositor to authorize or permit any actions to be taken with

respect to the Mortgage Loans, the Indenture Trustee, as pledgee of the Mortgage

Collateral in the Depositor, expressly agrees, on behalf of the Depositor, to

take all such actions on behalf of the Depositor and to promptly execute and

return all instruments reasonably required by the Servicer in connection

therewith; PROVIDED that if the Servicer shall request a signature of the

Indenture Trustee, on behalf of the Depositor, the Servicer will deliver to the

Indenture Trustee an Officer's Certificate stating that such signature is

necessary or appropriate to enable the Servicer to carry out its servicing and

administrative duties under this Servicing Agreement.

Section 3.09 SERVICING COMPENSATION; PAYMENT OF CERTAIN EXPENSES BY

SERVICER. The Servicer shall be entitled to receive the Servicing Fee in

accordance with Section 3.03 as compensation for its services in connection with

servicing the Mortgage Loans. Moreover, additional servicing compensation in the

form of late payment charges and certain other receipts not required to be

deposited in the Collection Account as specified in Section 3.02 shall be

retained by the Servicer. The Servicer shall be required to pay all expenses

incurred by it in connection with its activities hereunder (including payment of

all other fees and expenses not expressly stated hereunder to be for the account

of the Securityholders, including, without limitation, the fees and expenses of

the Administrator, Owner Trustee, Indenture Trustee and any Custodian) and shall

not be entitled to reimbursement therefor except as specifically provided

herein.

Section 3.10 ANNUAL STATEMENT AS TO COMPLIANCE.

The Servicer will deliver to the Depositor, the Issuing Entity and the

Indenture Trustee, with a copy to the Credit Enhancer, not later than February

28 of each calendar year beginning in 2007, an Officer's Certificate (an "Annual

Statement of Compliance") stating, as to each signatory thereof, that (i) a

review of the activities of the Servicer during the preceding calendar year and

of performance under this Agreement or other applicable servicing agreement 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 or other applicable servicing agreement in all

material respects throughout such year, or, if there has been a failure to

fulfill any such obligation in any material respect, specifying each such

failure known to such officer and the nature and status of cure provisions

thereof. Such Annual Statement of Compliance shall contain no restrictions or

limitations on its use. In the event that the Servicer has delegated any

servicing responsibilities with respect to the Mortgage Loans to a subservicer,

the Servicer shall deliver a similar Annual Statement of Compliance by that

subservicer to the Indenture Trustee as described above as and when required

with respect to the Servicer.

If the Servicer cannot deliver the related Annual Statement of

Compliance by February 28th of such year, the Indenture Trustee, at its sole

option, may permit a cure period for the Servicer to deliver such Annual

Statement of Compliance, but in no event later than March 10th of such year.

Failure of the Servicer to timely comply with this Section 3.10 shall

be deemed a Servicing Default, and the Indenture Trustee may, in addition to

whatever rights the Indenture Trustee may have under this Agreement and at law

or equity or to damages, including injunctive relief and specific performance,

upon notice immediately terminate all the rights and obligations of the Servicer

under this Agreement and in and to the Mortgage Loans and the proceeds thereof

without compensating the Servicer for the same. This paragraph shall supercede

any other provision in this Agreement or any other agreement to the contrary.

Section 3.11 ASSESSMENTS OF COMPLIANCE AND ATTESTATION REPORTS.

Assessments of Compliance and Attestation Reports. On and after January

1, 2006, the Servicer shall service and administer the Mortgage Loans in

accordance with all applicable requirements of the Servicing Criteria. Pursuant

to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB,

the Servicer shall deliver to the Issuing Entity, the Indenture Trustee, the

Depositor, the Credit Enhancer and each Rating Agency on or before February 28

of each calendar year beginning in 2007, a report regarding the Servicer's

assessment of compliance (an "Assessment of Compliance") with the Servicing

Criteria during the preceding calendar year. The Assessment of Compliance must

be reasonably satisfactory to the Indenture Trustee, and as set forth in

Regulation AB, the Assessment of Compliance must contain the following:

(a) A statement by such officer of its responsibility for assessing

compliance with the Servicing Criteria applicable to the Servicer;

(b) A statement by such officer that such officer used the Servicing

Criteria attached as Exhibit E hereto, and which will also be attached to the

Assement of Compliance, to assess compliance with the Servicing Criteria

applicable to the Servicer;

(c) An assessment by such officer of the Servicer's compliance with the

applicable Servicing Criteria for the period consisting of the preceding

calendar year, including disclosure of any material instance of noncompliance

with respect thereto during such period, which assessment shall be based on the

activities it performs with respect to asset-backed securities transactions

taken as a whole involving the Servicer, that are backed by the same asset type

as the Mortgage Loans;

(d) A statement that a registered public accounting firm has issued an

attestation report on the Servicer's Assessment of Compliance for the period

consisting of the preceding calendar year; and

(e) A statement as to which of the Servicing Criteria, if any, are not

applicable to the Servicer, which statement shall be based on the activities it

performs with respect to asset-backed securities transactions taken as a whole

involving the Servicer, that are backed by the same asset type as the Mortgage

Loans.

Such report at a minimum shall address each of the Servicing Criteria

specified on Exhibit E hereto which are indicated as applicable to the Servicer.

On or before February 28 of each calendar year beginning in 2007, the

Servicer shall furnish to the Issuing Entity, the Indenture Trustee, the

Depositor, the Credit Enhancer and each Rating Agency a report (an "Attestation

Report") by a registered public accounting firm that attests to, and reports on,

the Assessment of Compliance made by the Depositor, as required by Rules 13a-18

and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which

Attestation Report must be made in accordance with standards for attestation

reports issued or adopted by the Public Company Accounting Oversight Board.

The Servicer shall cause any subservicer, and each subcontractor

determined by the Servicer to be "participating in the servicing function"

within the meaning of Item 1122 of Regulation AB, to deliver to the Issuing

Entity, the Indenture Trustee, the Depositor, the Credit Enhancer and each

Rating Agency an Assessment of Compliance and Attestation Report as and when

provided above.

Such Assessment of Compliance, as to any subservicer, shall at a

minimum address each of the Servicing Criteria specified on Exhibit E hereto

which are indicated as applicable to any "primary servicer." Notwithstanding the

foregoing, as to any subcontractor, an Assessment of Compliance is not required

to be delivered unless it is required as part of a Form 10-K with respect to the

Trust Fund.

If the Servicer cannot deliver any Assessment of Compliance or

Attestation Report by February 28th of such year, the Indenture Trustee, at its

sole option, may permit a cure period for the Servicer to deliver such

Assessment of Compliance or Attestation Report, but in no event later than March

10th of such year.

Failure of the Master Servicer to timely comply with this Section 3.11

shall be deemed a Servicing Default, and the Indenture Trustee may, in addition

to whatever rights the Indenture Trustee may have under this Agreement and at

law or equity or to damages, including injunctive relief and specific

performance, upon notice immediately terminate all the rights and obligations of

the Servicer under this Agreement and in and to the Mortgage Loans and the

proceeds thereof without compensating the Servicer for the same. This paragraph

shall supercede any other provision in this Agreement or any other agreement to

the contrary.

The Indenture Trustee shall also provide an Assessment of Compliance

and Attestation Report, as and when provided above, which shall at a minimum

address each of the Servicing Criteria specified on Exhibit E hereto which are

indicated as applicable to the "indenture trustee" or "securities

administrator." In addition, the Indenture Trustee shall cause the Custodian to

deliver to the Indenture Trustee and the Depositor an Assessment of Compliance

and Attestation Report, as and when provided above, which shall at a minimum

address each of the Servicing Criteria specified on Exhibit E hereto which are

indicated as applicable to a "custodian." Notwithstanding the foregoing, as to

any Custodian, an Assessment of Compliance is not required to be delivered

unless it is required as part of a Form 10-K with respect to the Trust Fund.

Section 3.12 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING

THE MORTGAGE LOANS. Whenever required by statute or regulation, the Servicer

shall provide to the Credit Enhancer, any Securityholder upon reasonable request

(or a regulator for a Securityholder) or the Indenture Trustee, reasonable

access to the documentation regarding the Mortgage Loans such access being

afforded without charge but only upon reasonable request and during normal

business hours at the offices of the Servicer. Nothing in this Section 3.12

shall derogate from the obligation of the Servicer to observe any applicable law

prohibiting disclosure of information regarding the Mortgagors and the failure

of the Servicer to provide access as provided in this Section 3.12 as a result

of such obligation shall not constitute a breach of this Section 3.12.

The Servicer hereby agrees that, except as otherwise expressly permitted herein, it shall not communicate with (including verbally) or provide information to a Rating Agency without the prior consent of and consultation with the Depositor, and that any permitted communication by it to a Rating Agency will be made by it only in the manner prescribed by the procedures established by the Depositor to ensure compliance with Rule 17g-5 under the Exchange Act, including to the extent set forth herein and in the Indenture, providing any such communications to the Depositor for posting on the Rule 17g-5 Website pursuant to the Indenture prior to communicating with such Rating Agency.

Section 3.13 MAINTENANCE OF CERTAIN SERVICING INSURANCE POLICIES. The

Servicer shall during the term of its service as servicer maintain in force (i)

a policy or policies of insurance covering errors and omissions in the

performance of its obligations as servicer hereunder and (ii) a fidelity bond in

respect of its officers, employees or agents. Each such policy or policies and

bond shall be at least equal to the coverage that would be required by FNMA or

FHLMC, whichever is greater, for Persons performing servicing for mortgage loans

purchased by such entity.

Section 3.14 INFORMATION REQUIRED BY THE INTERNAL REVENUE SERVICE

GENERALLY AND REPORTS OF FORECLOSURES AND ABANDONMENTS OF MORTGAGED PROPERTY.

The Servicer shall prepare and deliver all federal and state information reports

when and as required by all applicable state and federal income tax laws. In

particular, with respect to the requirement under Section 6050J of the Code to

the effect that the Servicer or Subservicer shall make reports of foreclosures

and abandonments of any mortgaged property for each year beginning in ____, the

Servicer or Subservicer shall file reports relating to each instance occurring

during the previous calendar year in which the Servicer (i) on behalf of the

Depositor, acquires an interest in any Mortgaged Property through foreclosure or

other comparable conversion in full or partial satisfaction of a Mortgage Loan,

or (ii) knows or has reason to know that any Mortgaged Property has been

abandoned. The reports from the Servicer or Subservicer shall be in form and

substance sufficient to meet the reporting requirements imposed by Section 6050J

and Section 6050H (reports relating to mortgage interest received) of the Code.

Section 3.15 OPTIONAL REPURCHASE OF DEFAULTED MORTGAGE LOANS.

Notwithstanding any provision in Section 3.07 to the contrary, the Servicer may

repurchase any Mortgage Loan delinquent in payment for a period of 60 days or

longer for a price equal to the Repurchase Price.

Section 3.16 INTENTION OF THE PARTIES AND INTERPRETATION. Each of the

parties acknowledges and agrees that the purpose of Sections 3.10 and 3.11 of

this Agreement is to facilitate compliance with the provisions of Regulation AB

promulgated by the SEC under the Exchange Act (17 C.F.R. xx.xx. 229.1100 -

229.1123), as such may be amended from time to time and subject to clarification

and interpretive advice as may be issued by the staff of the SEC from time to

time. Therefore, each of the parties agrees that (a) the obligations of the

parties hereunder shall be interpreted in such a manner as to accomplish that

purpose, (b) the parties' obligations hereunder will be supplemented and

modified as necessary to be consistent with any such amendments, interpretive

advice or guidance, convention or consensus among active participants in the

asset-backed securities markets, advice of counsel, or otherwise in respect of

the requirements of Regulation AB, (c) the parties shall comply with requests

made by the Indenture Trustee or the Depositor for delivery of additional or

different information as the Indenture Trustee or the Depositor may determine in

good faith is necessary to comply with the provisions of Regulation AB, and (d)

no amendment of this Agreement shall be required to effect any such changes in

the parties' obligations as are necessary to accommodate evolving

interpretations of the provisions of Regulation AB.

Section 3.17 COMPLIANCE WITH THE HOMES ACT.  The Servicer, on behalf of the Securityholders, shall prepare and distribute a Section 404 Notice to each Mortgagor within thirty (30) days of the Closing Date in connection with the sale of the Mortgage Loans from the Seller to the Depositor.  Each such Section 404 Notice shall conform to the form of notice attached hereto as Exhibit F or in another form reasonably acceptable to the Servicer, subject to any changes necessitated by regulatory guidance.  The Servicer shall pay all costs associated with the distribution of such Section 404 Notice, and [__________] shall reimburse the Servicer for such costs.  The Servicer shall promptly send written confirmation to the Indenture Trustee upon the completion of the distribution of such Section 404 Notices.

Section 3.18 RULE 15Ga-1 COMPLIANCE. (a)                                                                                                To the extent a Responsible Officer of the Servicer receives a demand for the repurchase or substitution of a Mortgage Loan based on a breach of a representation or warranty made by the Seller or the Originator of such Mortgage Loan (each, a “Demand”), the Servicer agrees (i) if such Demand is in writing, promptly to forward such Demand to the Indenture Trustee, and (ii) if such Demand is oral, to instruct the requesting party to submit such Demand in writing to the Indenture Trustee.  To the extent a Responsible Officer of the Indenture Trustee receives a Demand, it shall provide the Depositor with prompt written notice of such Demand.

          (b)                                In connection with the repurchase or substitution of a Mortgage Loan pursuant to a Demand, any dispute with respect to a Demand, or the withdrawal or final rejection of a Demand (i) the Servicer agrees, to the extent a Responsible Officer of the Servicer has actual knowledge thereof, promptly to notify the Indenture Trustee in writing, and (ii) the Indenture Trustee agrees, to the extent a Responsible Officer of the Indenture Trustee has actual knowledge thereof, promptly to notify the Depositor in writing.

          (c)                                To the extent in its possession, the Indenture Trustee shall provide the Depositor with any applicable information required under Rule 15Ga-1 of the Exchange Act (the “Rule 15Ga-1 Information”) with respect to a Demand in a timely manner so as to enable the Depositor to meet its reporting obligations under Rule 15Ga-1.  The Depositor shall be entitled conclusively to rely on the Rule 15Ga-1 Information provided to it by the Indenture Trustee in connection with the compilation by the Depositor of the Rule 15Ga-1 Information required to be reported on Form ABS-15G.  For the avoidance of doubt, the Depositor shall have sole responsibility for compiling the Rule 15Ga-1 Information required to be reported on Form ABS-15G. Other than with respect to the obligations of the Indenture Trustee in this Section 3.18, the Indenture Trustee shall have no responsibility or liability in connection with any filing required to be made by the Depositor pursuant to Rule 15Ga-1 of the Exchange Act.

Section 3.19 RULE 17g-5 COMPLIANCE. (a)                                                                                                The Rule 17g-5 Information Provider shall, upon receipt of an NRSRO Certification in the form of Exhibit G, make available on its Rule 17g-5 Website solely to the Depositor, the Rating Agencies and to any NRSRO the following items, but only to the extent such items are delivered to it by electronic mail to [__________], specifically with a subject reference of “[_______]” and an identification of the type of information being provided in the body of such notice, or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary or beneficial;

(i)           any Rating Agency Information provided to the Rule 17g-5 Information Provider in accordance with Sections [____] of this Indenture, as well as reports prepared in accordance with Sections [___] of the Servicing Agreement (provided that the Rule 17g-5 Information Provider shall not be required to post to its Rule 17g-5 Website any such information previously posted to and available on the [_________]’s website);

(ii)           any notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to this Indenture; and

(iii)                      a summary of any oral conversation with a Rating Agency regarding any Mortgage Loan, any Mortgaged Property or any REO Property, to the extent required to be provided pursuant to Rule 17g-5.

The foregoing information shall be made available by the Rule 17g-5 Information Provider on its Rule 17g-5 Website.  Such information shall be posted to the Rule 17g-5 Website on the same Business Day as it is received, provided that such information is received by 12:00 p.m. (eastern time) or, if received after 12:00 p.m., on the next Business Day.  The Rule 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the requirements of this Indenture, or otherwise is or is not anything other than what it purports to be.  The Rule 17g-5 Information Provider shall not be deemed to have obtained actual knowledge of any information by virtue of the receipt and posting of such information to the Rule 17g-5 Website.  Further, notwithstanding anything to the contrary herein, in the event the Depositor determines that any information previously posted to the Rule 17g-5 Website should not have been posted thereto pursuant to the terms of this Indenture, the Depositor shall direct the Rule 17g-5 Information Provider in writing to remove such information from the Rule 17g-5 Website, such written notice to specify the information to be so removed.  The Rule 17g-5 Information Provider (i) shall have no obligation or duty to verify, confirm or otherwise determine the accuracy of the information contained in such written direction, (ii) shall be entitled to rely fully upon such written direction and (iii) shall not be held liable in connection with removing any such information from the Rule 17g-5 Website upon the receipt of such written direction.

The Rule 17g-5 Information Provider shall provide a mechanism to notify any party that has submitted an NRSRO Certification each time the Rule 17g-5 Information Provider posts an additional document to the Rule 17g-5 Website.

In connection with providing access to the Rule 17g-5 Website, the Rule 17g-5 Information Provider may require registration and the acceptance of a disclaimer.  The Rule 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Indenture, makes no representations or warranties as to the accuracy or completeness of such information being made available, has no obligation to review such information, and assumes no responsibility for such information.  The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the email address specified in writing to the Depositor, with a subject heading of “[_________]” and sufficient detail to indicate that such information is required to be posted on the Rule 17g-5 Website.

If any NRSRO that has previously submitted an NRSRO Certification and whose NRSRO Certification has been accepted, notifies the Rule 17g-5 Information Provider that it is unable to access information posted to the Rule 17g-5 Website and such access issue is determined to be the result of a problem with the Rule 17g-5 Website, if such access issue is not resolved within one Business Day of such determination, the Rule 17g-5 Information Provider shall so notify the Depositor.

(b)           Each of the Servicer and the Indenture Trustee (pursuant to the Indenture) hereby agrees that, except as otherwise expressly permitted herein, it shall not communicate with (including verbally) or provide information to a Rating Agency without the prior consent of and consultation with the Depositor, and that any permitted communication by it to a Rating Agency will be made by it only in the manner prescribed by the procedures established by the Depositor to ensure compliance with Rule 17g-5 under the Exchange Act, including to the extent set forth herein, providing any such communications to the Depositor for posting on the Rule 17g-5 Website pursuant to this Section 3.19 prior to communicating with such Rating Agency.

ARTICLE IV

SERVICING CERTIFICATE

Section 4.01 STATEMENTS TO SECURITYHOLDERS. (a) With respect to each

Payment Date, the Servicer shall forward to the Indenture Trustee and the

Indenture Trustee pursuant to Section 3.26 of the Indenture shall forward or

cause to be forwarded by mail to each Certificateholder, Noteholder, the Credit

Enhancer, the Depositor, the Owner Trustee, the Certificate Paying Agent and

each Rating Agency, a statement setting forth the following information as to

the Notes and Certificates, to the extent applicable:

(i) the aggregate amount of (a) Security Interest Collections

with respect to the Notes and the Certificates, (b) aggregate Security

Principal Collections with respect to the Notes and the Certificates

and (c) Security Collections for the related Collection Period with

respect to the Notes and the Certificates;

(ii) the amount of such distribution to the Securityholders of

the Notes and the Certificates applied to reduce the principal balance

thereof and separately stating the portion thereof in respect of the

Accelerated Principal Distribution Amount and the amount to be

deposited in the Funding Account on such Payment Date;

(iii) the amount of such distribution to the Securityholders

of the Notes and the Certificates allocable to interest and separately

stating the portion thereof in respect of overdue accrued interest;

(iv) the Credit Enhancement Draw Amount, if any, for such

Payment Date and the aggregate amount of prior draws thereunder not yet

reimbursed;

(v) the aggregate Principal Balance of (a) the ________ Loans,

(b) the ______ Loans, (c) the _________ Loans, as of the end of the

preceding Collection Period and (d) all of the Mortgage Loans;

(vi) the Weighted Average Net Mortgage Rate for the related

Collection Period and the Weighted Average Net Mortgage Rate for the

aggregate of the Stated Principal Balance of (A) all of the Mortgage

Loans and (B) the Adjustable Rate Mortgage Loans, for the following

Collection Period;

(vii) the Special Capital Distribution Amount and the Required

Special Capital Distribution Amount, in each case as the end of the

related Collection Period; and

(viii) the aggregate amount of Additional Loans acquired

during the previous Collection Period with amounts in respect of Net

Principal Collections from the Funding Account;

(ix) the aggregate Liquidation Loss Amounts with respect to

the related Collection Period, the amount of any remaining Carryover

Loss Amount with respect to the Notes and Certificates, respectively,

and the aggregate of the Liquidation Loss Amounts from all Collection

Periods to date expressed as a percentage of the sum of (a) the Cut-Off

Date Pool Balance and (b) the amount by which the Pool Balance as of

the latest date that the Additional Loans have been transferred to the

Depositor exceeds the Cut-Off Date Pool Balance;

(x) any unpaid interest on the Notes and Certificates,

respectively, after such Distribution Date;

(xi) the aggregate Principal Balance of each Class of Notes

and of the Certificates after giving effect to the distribution of

principal on such Payment Date;

(xii) the respective Security Percentage applicable to the

Notes and Certificates, after application of payments made on such

Payment Date;

(xiii) the amount distributed pursuant to Section 3.05(a)(xi)

of the Indenture on such Payment Date;

(xiv) the applicable record dates, accrual periods,

determination dates for calculating distributions and general

distribution dates;

(xv) the total cash flows received and the general sources

thereof;

(xvi) the related amount of the Servicing Fees paid to or

retained by the Master Servicer for the related Due Period;

(xvii) the amount of any Net Swap Payment payable to the

Derivative Administrator, any Net Swap Payment payable to the Swap

Provider, any Swap Termination Payment payable to the Derivative

Administrator and any Swap Termination Payment payable to the Swap

Provider;

(xviii) the Interest Carry Forward Amount and any Basis Risk

Shortfall Carry Forward Amount for each Class of Certificates;

(xix) the Certificate Principal Balance or Certificate

Notional Amount, as applicable, of each Class after giving effect (i)

to all distributions allocable to principal on such Distribution Date

and (ii) the allocation of any Applied Realized Loss Amounts for such

Distribution Date;

(xx) the number and Stated Principal Balance of the Mortgage

Loans in each Loan Group in respect of which (A) one Scheduled Payment

is Delinquent, (B) two Scheduled Payments are Delinquent, (C) three or

more Scheduled Payments are Delinquent and (D) foreclosure proceedings

have been commenced, in each case as of the close of business on the

last day of the calendar month preceding such Distribution Date and

separately identifying such information for the (1) first lien Mortgage

Loans, (2) second lien Mortgage Loans, and (3) Adjustable Rate Mortgage

Loans, in each such Loan Group; provided, however, that such

information will not be provided on the statements relating to the

first Payment Date;

(xxi) the amount of Advances included in the distribution on

such Distribution Date (including the general purpose of such

Advances), the aggregate amount of unreimbursed Advances at the close

of business on the Distribution Date, and the general source of funds

for reimbursements;

(xxii) the cumulative amount of Applied Realized Loss Amounts

to date;

(xxiii) if applicable, material modifications, extensions or

waivers to Mortgage Loan terms, fees, penalties or payments during the

preceding calendar month or that have become material over time;

(xxiv) with respect to any Mortgage Loan that was liquidated

during the preceding calendar month, the loan number and Stated

Principal Balance of, and Realized Loss on, such Mortgage Loan as of

the close of business on the Determination Date preceding such

Distribution Date;

(xxv) the total number and principal balance of any real

estate owned or REO Properties as of the close of business on the

Determination Date preceding such Distribution Date;

(xxvi) the three month rolling average of the percent

equivalent of a fraction, the numerator of which is the aggregate

Stated Principal Balance of the Mortgage Loans that are 60 days or more

delinquent or are in bankruptcy or foreclosure or are REO Properties,

and the denominator of which is the aggregate Stated Principal Balance

of all of the Mortgage Loans in each case as of the close of business

on the last day of the calendar month preceding such Distribution Date

and separately identifying such information for the (1) first lien

Mortgage Loans, and (2) Adjustable Rate Mortgage Loans;

(xxvii) the Realized Losses during the related Prepayment

Period and the cumulative Realized Losses through the end of the

preceding month;

(xxviii) whether a Trigger Event exists;

(xxix) updated pool composition data including the following

with respect to each Loan Group: average loan balance, weighted average

mortgage rate, weighted average loan-to-value ratio at origination,

weighted average FICO at origination weighted average remaining term;

and [NOTE - Item 1121(a)(8) requires updated pool composition

information, the foregoing is a suggestion of what to provide]; and

(xxx) information about any additions of, substitutions for or

removal of any Mortgage Loans from the Trust Fund, and any changes in

the underwriting, acquisition or selection criteria as to any Mortgage

Loans added to the Trust Fund.

In the case of information furnished pursuant to clauses (ii) and (iii)

above, the amounts shall be expressed as an aggregate dollar amount per Note or

Certificate with a $1,000 denomination.

Prior to the close of business on the Business Day next succeeding each

Determination Date, the Servicer shall furnish a written statement to the

Depositor, the Owner Trustee, the Depositor, the Certificate Paying Agent and

the Indenture Trustee setting forth (i) all the foregoing information, (ii) the

aggregate amounts required to be withdrawn from the Collection Account and

deposited into the Payment Account on the Business Day preceding the Payment

Date pursuant to Section 3.03 and (iii) the amounts (A) withdrawn from the

Payment Account and deposited to the Funding Account pursuant to Section 8.02(b)

of the Indenture and (B) withdrawn from the Funding Account and deposited to the

Collection Account pursuant to Section 8.02(c)(i) of the Indenture. The

determination by the Servicer of such amounts shall, in the absence of obvious

error, be presumptively deemed to be correct for all purposes hereunder and the

Owner Trustee and Indenture Trustee shall be protected in relying upon the same

without any independent check or verification. In addition, upon the Depositor's

written request, the Servicer shall promptly furnish information reasonably

requested by the Depositor that is reasonably available to the Servicer to

enable the Depositor to perform its federal and state income tax reporting

obligations.

ARTICLE V

DISTRIBUTION AND PAYMENT ACCOUNTS

Section 5.01 DISTRIBUTION ACCOUNT. The Servicer shall establish and

maintain a separate trust account (the "Distribution Account") titled "Opteum

Mortgage Acceptance Corporation MBN Trust Series 2000_-_, [for the benefit of the

Noteholders, the Certificateholders and the Credit Enhancer pursuant to the

Indenture, dated as of _______________, between Opteum Mortgage Acceptance Corporation

MBN Trust Series 20__-_ and [Name of Indenture Trustee]. The Distribution

Account shall be an Eligible Account. On the Business Day prior to each Payment

Date, (i) amounts deposited into the Distribution Account pursuant to Section

3.03(i) hereof will be distributed by the Servicer in accordance with Section

____ of the [Trust] Agreement, and (ii) the portion of such amounts then

distributable with respect to the Mortgage Collateral shall be deposited into

the Payment Account. [The Servicer shall invest or cause the institution

maintaining the Distribution Account to invest the funds in the Distribution

Account in Eligible Investments designated in the name of the [Servicer], which

shall mature not later than the Business Day next preceding the Payment Date

next following the date of such investment (except that (i) any investment in

the institution with which the Distribution Account is maintained may mature on

such Payment Date and (ii) any other investment may mature on such Payment Date

if the Servicer shall advance funds on such Payment Date to the Payment Account

in the amount payable on such investment on such Payment Date, pending receipt

thereof to the extent necessary to make distributions on the Securities) and

shall not be sold or disposed of prior to maturity. All income and gain realized

from any such investment shall be for the benefit of the Servicer and shall be

subject to its withdrawal or order from time to time. The amount of any losses

incurred in respect of any such investments shall be deposited in the

Distribution Account by the Servicer out of its own funds immediately as

realized.]

Section 5.02 PAYMENT ACCOUNT. The Indenture Trustee shall establish and

maintain a separate trust account (the "Payment Account") titled

"_____________________________, as Indenture Trustee, for the benefit of the

Noteholders, the Certificate Paying Agent and the Credit Enhancer pursuant to

the Indenture, dated as of _______________, between Opteum Mortgage Acceptance

Corporation MBN Trust Series 20__-__ and __________________________________". The

Payment Account shall be an Eligible Account. On each Payment Date, amounts on

deposit in the Payment Account will be distributed by the Indenture Trustee in

accordance with Section 3.05 of the Indenture. The Indenture Trustee shall, upon

written request from the Servicer, invest or cause the institution maintaining

the Payment Account to invest the funds in the Payment Account in Eligible

Investments designated in the name of the Indenture Trustee, which shall mature

not later than the Business Day next preceding the Payment Date next following

the date of such investment (except that (i) any investment in the institution

with which the Payment Account is maintained may mature on such Payment Date and

(ii) any other investment may mature on such Payment Date if the Indenture

Trustee shall advance funds on such Payment Date to the Payment Account in the

amount payable on such investment on such Payment Date, pending receipt thereof

to the extent necessary to make distributions on the Securities) and shall not

be sold or disposed of prior to maturity. All income and gain realized from any

such investment shall be for the benefit of the Servicer and shall be subject to

its withdrawal or order from time to time. The amount of any losses incurred in

respect of any such investments shall be deposited in the Payment Account by the

Servicer out of its own funds immediately as realized.

ARTICLE VI

THE SERVICER

Section 6.01 LIABILITY OF THE SERVICER. The Servicer shall be liable in

accordance herewith only to the extent of the obligations specifically imposed

upon and undertaken by the Servicer herein.

Section 6.02 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE

OBLIGATIONS OF, THE SERVICER. Any corporation into which the Servicer may be

merged or converted or with which it may be consolidated, or any corporation

resulting from any merger, conversion or consolidation to which the Servicer

shall be a party, or any corporation succeeding to the business of the Servicer,

shall be the successor of the Servicer, hereunder, without the execution or

filing of any paper or any further act on the part of any of the parties hereto,

anything herein to the contrary notwithstanding.

The Servicer may assign its rights and delegate its duties and

obligations under this Servicing Agreement; PROVIDED that the Person accepting

such assignment or delegation shall be a Person which is qualified to service

mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the

Indenture Trustee (as pledgee of the Mortgage Collateral), the Depositor and the

Credit Enhancer, is willing to service the Mortgage Loans and executes and

delivers to the Indenture Trustee and the Depositor an agreement, in form and

substance reasonably satisfactory to the Credit Enhancer, the Indenture Trustee

and the Depositor, which contains an assumption by such Person of the due and

punctual performance and observance of each covenant and condition to be

performed or observed by the Servicer under this Servicing Agreement; PROVIDED

further that each Rating Agency's rating of the Securities in effect immediately

prior to such assignment and delegation will not be qualified, reduced, or

withdrawn as a result of such assignment and delegation (as evidenced by a

letter to such effect from each Rating Agency) or considered to be below

investment grade without taking into account the Credit Enhancement Instrument.

Section 6.03 LIMITATION ON LIABILITY OF THE SERVICER AND OTHERS.

Neither the Servicer nor any of the directors or officers or employees or agents

of the Servicer shall be under any liability to the Depositor, the Issuing

Entity, the Owner Trustee, the Indenture Trustee or the Securityholders for any

action taken or for refraining from the taking of any action in good faith

pursuant to this Servicing Agreement, PROVIDED, HOWEVER, that this provision

shall not protect the Servicer or any such Person against any liability which

would otherwise be imposed by reason of its willful misfeasance, bad faith or

gross negligence in the performance of its duties hereunder or by reason of its

reckless disregard of its obligations and duties hereunder. The Servicer and any

director or officer or employee or agent of the Servicer may rely in good faith

on any document of any kind PRIMA FACIE properly executed and submitted by any

Person respecting any matters arising hereunder. The Servicer and any director

or officer or employee or agent of the Servicer shall be indemnified by the

Depositor and held harmless against any loss, liability or expense incurred in

connection with any legal action relating to this Servicing Agreement or the

Securities, including any amount paid to the Owner Trustee or the Indenture

Trustee pursuant to Section 6.06(b), other than any loss, liability or expense

related to any specific Mortgage Loan or Mortgage Loans (except as any such

loss, liability or expense shall be otherwise reimbursable pursuant to this

Servicing Agreement) and any loss, liability or expense incurred by reason of

its willful misfeasance, bad faith or gross negligence in the performance of its

duties hereunder or by reason of its reckless disregard of its obligations and

duties hereunder. The Servicer shall not be under any obligation to appear in,

prosecute or defend any legal action which is not incidental to its duties to

service the Mortgage Loans in accordance with this Servicing Agreement, and

which in its opinion may involve it in any expense or liability; PROVIDED,

HOWEVER, that the Servicer may in its sole discretion undertake any such action

which it may deem necessary or desirable in respect of this Servicing Agreement,

and the rights and duties of the parties hereto and the interests of the

Securityholders hereunder. In such event, the reasonable legal expenses and

costs of such action and any liability resulting therefrom shall be expenses,

costs and liabilities of the Depositor, and the Servicer shall be entitled to be

reimbursed therefor. The Servicer's right to indemnity or reimbursement pursuant

to this Section 6.03 shall survive any resignation or termination of the

Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses,

costs or liabilities arising prior to such resignation or termination (or

arising from events that occurred prior to such resignation or termination).

Section 6.04 SERVICER NOT TO RESIGN. Subject to the provisions of

Section 6.02, the Servicer shall not resign from the obligations and duties

hereby imposed on it except (i) upon determination that the performance of its

obligations or duties hereunder are no longer permissible under applicable law

or are in material conflict by reason of applicable law with any other

activities carried on by it or its subsidiaries or Affiliates, the other

activities of the Servicer so causing such a conflict being of a type and nature

carried on by the Servicer or its subsidiaries or Affiliates at the date of this

Servicing Agreement or (ii) upon satisfaction of the following conditions: (a)

the Servicer has proposed a successor servicer to the Depositor, the

Administrator and the Indenture Trustee in writing and such proposed successor

servicer is reasonably acceptable to the Depositor, the Administrator, the

Indenture Trustee and the Credit Enhancer; (b) each Rating Agency shall have

delivered a letter to the Depositor, the Credit Enhancer and the Indenture

Trustee prior to the appointment of the successor servicer stating that the

proposed appointment of such successor servicer as Servicer hereunder will not

result in the reduction or withdrawal of the then current rating of the

Securities; and (c) such proposed successor servicer is reasonably acceptable to

the Credit Enhancer, as evidenced by a letter to the Depositor and the Indenture

Trustee; PROVIDED, HOWEVER, that no such resignation by the Servicer shall

become effective until such successor servicer or, in the case of (i) above, the

Indenture Trustee, as pledgee of the Mortgage Collateral, shall have assumed the

Servicer's responsibilities and obligations hereunder or the Indenture Trustee,

as pledgee of the Mortgage Collateral, shall have designated a successor

servicer in accordance with Section 7.02. Any such resignation shall not relieve

the Servicer of responsibility for any of the obligations specified in Sections

7.01 and 7.02 as obligations that survive the resignation or termination of the

Servicer. The Servicer shall have no claim (whether by subrogation or otherwise)

or other action against any Securityholder or the Credit Enhancer for any

amounts paid by the Servicer pursuant to any provision of this Servicing

Agreement. Any such determination permitting the resignation of the Servicer

shall be evidenced by an Opinion of Counsel to such effect delivered to the

Indenture Trustee and the Credit Enhancer.

Section 6.05 DELEGATION OF DUTIES. In the ordinary course of business,

the Servicer at any time may delegate any of its duties hereunder to any Person,

including any of its Affiliates, who agrees to conduct such duties in accordance

with standards comparable to those with which the Servicer complies pursuant to

Section 3.01. Such delegation shall not relieve the Servicer of its liabilities

and responsibilities with respect to such duties and shall not constitute a

resignation within the meaning of Section 6.04.

Section 6.06 SERVICER TO PAY INDENTURE TRUSTEE'S AND OWNER TRUSTEE'S

FEES AND EXPENSES; INDEMNIFICATION. (a) The Servicer covenants and agrees to pay

to the Owner Trustee, the Indenture Trustee and any co-trustee of the Indenture

Trustee from time to time, and the Owner Trustee, the Indenture Trustee and any

such co-trustee shall be entitled to, reasonable compensation (which shall not

be limited by any provision of law in regard to the compensation of a trustee of

an express trust) for all services rendered by each of them in the execution of

the trusts created under the Trust Agreement and the Indenture and in the

exercise and performance of any of the powers and duties under the Trust

Agreement or the Indenture, as the case may be, of the Owner Trustee, the

Indenture Trustee and any co-trustee, and the Servicer will pay or reimburse the

Indenture Trustee and any co-trustee upon request for all reasonable expenses,

disbursements and advances incurred or made by the Indenture Trustee or any

co-trustee in accordance with any of the provisions of this Servicing Agreement

except any such expense, disbursement or advance as may arise from its

negligence or bad faith.

(b) The Servicer agrees to indemnify the Indenture Trustee and the

Owner Trustee for, and to hold the Indenture Trustee and the Owner Trustee, as

the case may be, harmless against, any loss, liability or expense incurred

without negligence or willful misconduct on its part, arising out of, or in

connection with, the acceptance and administration of the Depositor and the

assets thereof, including the costs and expenses (including reasonable legal

fees and expenses) of defending itself against any claim in connection with the

exercise or performance of any of its powers or duties under any Basic Document,

provided that:

(i) with respect to any such claim, the Indenture Trustee or

Owner Trustee, as the case may be, shall have given the Servicer

written notice thereof promptly after the Indenture Trustee or Owner

Trustee, as the case may be, shall have actual knowledge thereof;

(ii) while maintaining control over its own defense, the

Depositor, the Indenture Trustee or Owner Trustee, as the case may be,

shall cooperate and consult fully with the Servicer in preparing such

defense; and

(iii) notwithstanding anything in this Servicing Agreement to

the contrary, the Servicer shall not be liable for settlement of any

claim by the Indenture Trustee or the Owner Trustee, as the case may

be, entered into without the prior consent of the Servicer, which

consent shall not be unreasonably withheld.

No termination of this Servicing Agreement shall affect the obligations created

by this Section 6.06 of the Servicer to indemnify the Indenture Trustee and the

Owner Trustee under the conditions and to the extent set forth herein.

Notwithstanding the foregoing, the indemnification provided by the

Servicer in this Section 6.06(b) shall not pertain to any loss, liability or

expense of the Indenture Trustee or the Owner Trustee, including the costs and

expenses of defending itself against any claim, incurred in connection with any

actions taken by the Indenture Trustee or the Owner Trustee at the direction of

the Noteholders or Certificateholders, as the case may be, pursuant to the terms

of this Servicing Agreement.

ARTICLE VII

Default

Section 7.01 SERVICING DEFAULT. If any one of the following events

("Servicing Default") shall occur and be continuing:

(i) Any failure by the Servicer to deposit in the Collection

Account, the Funding Account or Payment Account any deposit required to

be made under the terms of this Servicing Agreement which continues

unremedied for a period of five Business Days after the date upon which

written notice of such failure shall have been given to the Servicer by

the Depositor, the Issuing Entity or the Indenture Trustee or to the

Servicer, the Depositor, the Issuing Entity and the Indenture Trustee

by the Credit Enhancer; or

(ii) Failure on the part of the Servicer duly to observe or

perform in any material respect any other covenants or agreements of

the Servicer set forth in the Securities or in this Servicing

Agreement, which failure, in each case, materially and adversely

affects the interests of Securityholders or the Credit Enhancer and

which continues unremedied for a period of 45 days after the date on

which written notice of such failure, requiring the same to be

remedied, and stating that such notice is a "Notice of Default"

hereunder, shall have been given to the Servicer by the Depositor, the

Issuing Entity or the Indenture Trustee or to the Servicer, the

Depositor, the Issuing Entity and the Indenture Trustee by the Credit

Enhancer; or

(iii) The entry against the Servicer of a decree or order by a

court or agency or supervisory authority having jurisdiction in the

premises for the appointment of a trustee, conservator, receiver or

liquidator in any insolvency, conservatorship, receivership,

readjustment of debt, marshalling of assets and liabilities or similar

proceedings, or for the winding up or liquidation of its affairs, and

the continuance of any such decree or order unstayed and in effect for

a period of 60 consecutive days; or

(iv) The Servicer shall voluntarily go into liquidation,

consent to the appointment of a conservator, receiver, liquidator or

similar person in any insolvency, readjustment of debt, marshalling of

assets and liabilities or similar proceedings of or relating to the

Servicer or of or relating to all or substantially all of its property,

or a decree or order of a court, agency or supervisory authority having

jurisdiction in the premises for the appointment of a conservator,

receiver, liquidator or similar person in any insolvency, readjustment

of debt, marshalling of assets and liabilities or similar proceedings,

or for the winding-up or liquidation of its affairs, shall have been

entered against the Servicer and such decree or order shall have

remained in force undischarged, unbonded or unstayed for a period of 60

days; or the Servicer shall admit in writing its inability to pay its

debts generally as they become due, file a petition to take advantage

of any applicable insolvency or reorganization statute, make an

assignment for the benefit of its creditors or voluntarily suspend

payment of its obligations; or

(v) Any failure by the Seller (so long as the Seller is the

Servicer) or the Servicer, as the case may be, to pay when due any

amount payable by it under the terms of the Insurance Agreement which

continues unremedied for a period of three (3) Business Days after the

date upon which written notice of such failure shall have been given to

the Seller (so long as the Seller is the Servicer) or the Servicer, as

the case may be; or

(vi) Failure on the part of the Seller or the Servicer to duly

perform in any material respect any covenant or agreement set forth in

the Insurance Agreement, which failure in each case materially and

adversely affects the interests of the Credit Enhancer and continues

unremedied for a period of 60 days after the date on which written

notice of such failure, requiring the same to be remedied, shall have

been given to the Depositor, the Indenture Trustee, the Seller or the

Servicer, as the case may be, by the Credit Enhancer.

then, and in every such case, other than that set forth in (vi) hereof, so long

as a Servicing Default shall not have been remedied by the Servicer, either the

Depositor, subject to the direction of the Indenture Trustee as pledgee of the

Mortgage Collateral, with the consent of the Credit Enhancer, or the Credit

Enhancer, by notice then given in writing to the Servicer (and to the Depositor

and the Issuing Entity if given by the Credit Enhancer) and in the case of the

event set forth in (vi) hereof, the Credit Enhancer with the consent of

Securityholders at least 51% of the aggregate Principal Balance of the Notes and

the Certificates may terminate all of the rights and obligations of the Servicer

as servicer under this Servicing Agreement other than its right to receive

servicing compensation and expenses for servicing the Mortgage Loans hereunder

during any period prior to the date of such termination and the Depositor,

subject to the direction of the Indenture Trustee as pledgee of the Mortgage

Collateral, with the consent of the Credit Enhancer, or the Credit Enhancer may

exercise any and all other remedies available at law or equity. Any such notice

to the Servicer shall also be given to each Rating Agency, the Credit Enhancer,

the Depositor and the Issuing Entity. On or after the receipt by the Servicer of

such written notice, all authority and power of the Servicer under this

Servicing Agreement, whether with respect to the Securities or the Mortgage

Loans or otherwise, shall pass to and be vested in the Depositor, subject to the

direction of the Indenture Trustee as pledgee of the Mortgage Collateral,

pursuant to and under this Section 7.01; and, without limitation, the Depositor

is hereby authorized and empowered to execute and deliver, on behalf of the

Servicer, as attorney-in-fact or otherwise, any and all documents and other

instruments, and to do or accomplish all other acts or things necessary or

appropriate to effect the purposes of such notice of termination, whether to

complete the transfer and endorsement of each Mortgage Loan and related

documents, or otherwise. The Servicer agrees to cooperate with the Depositor in

effecting the termination of the responsibilities and rights of the Servicer

hereunder, including, without limitation, the transfer to the Indenture Trustee

for the administration by it of all cash amounts relating to the Mortgage Loans

that shall at the time be held by the Servicer and to be deposited by it in the

Collection Account, or that have been deposited by the Servicer in the

Collection Account or thereafter received by the Servicer with respect to the

Mortgage Loans. All reasonable costs and expenses (including, but not limited

to, attorneys' fees) incurred in connection with amending this Servicing

Agreement to reflect such succession as Servicer pursuant to this Section 7.01

shall be paid by the predecessor Servicer (or if the predecessor Servicer is the

Indenture Trustee, the initial Servicer) upon presentation of reasonable

documentation of such costs and expenses.

Notwithstanding any termination of the activities of the Servicer

hereunder, the Servicer shall be entitled to receive, out of any late collection

of a payment on a Mortgage Loan which was due prior to the notice terminating

the Servicer's rights and obligations hereunder and received after such notice,

that portion to which the Servicer would have been entitled pursuant to Sections

3.03 and 3.09 as well as its Servicing Fee in respect thereof, and any other

amounts payable to the Servicer hereunder the entitlement to which arose prior

to the termination of its activities hereunder.

Notwithstanding the foregoing, a delay in or failure of performance

under Section 7.01(i) or under Section 7.01(ii) after the applicable grace

periods specified in such Sections, shall not constitute a Servicer Default if

such delay or failure could not be prevented by the exercise of reasonable

diligence by the Servicer and such delay or failure was caused by an act of God

or the public enemy, acts of declared or undeclared war, public disorder,

rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes,

earthquakes, floods or similar causes. The preceding sentence shall not relieve

the Servicer from using reasonable efforts to perform its respective obligations

in a timely manner in accordance with the terms of this Servicing Agreement and

the Servicer shall provide the Indenture Trustee, the Credit Enhancer and the

Securityholders with notice of such failure or delay by it, together with a

description of its efforts to so perform its obligations. The Servicer shall

immediately notify the Indenture Trustee, the Credit Enhancer and the Owner

Trustee in writing of any Servicer Default.

Section 7.02 INDENTURE TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On

and after the time the Servicer receives a notice of termination pursuant to

Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee

on behalf of the Noteholders shall be the successor in all respects to the

Servicer in its capacity as servicer under this Servicing Agreement and the

transactions set forth or provided for herein and shall be subject to all the

responsibilities, duties and liabilities relating thereto placed on the Servicer

by the terms and provisions hereof. Nothing in this Servicing Agreement or in

the Trust Agreement shall be construed to permit or require the Indenture

Trustee to (i) succeed to the responsibilities, duties and liabilities of the

initial Servicer in its capacity as Seller under the Mortgage Loan Purchase

Agreement, (ii) be responsible or accountable for any act or omission of the

Servicer prior to the issuance of a notice of termination hereunder, (iii)

require or obligate the Indenture Trustee, in its capacity as successor

Servicer, to purchase, repurchase or substitute any Mortgage Loan, (iv) fund any

losses on any Eligible Investment directed by any other Servicer, or (v) be

responsible for the representations and warranties of the Servicer. As

compensation therefor, the Indenture Trustee shall be entitled to such

compensation as the Servicer would have been entitled to hereunder if no such

notice of termination had been given. Notwithstanding the above, (i) if the

Indenture Trustee is unwilling to act as successor Servicer, or (ii) if the

Indenture Trustee is legally unable so to act, the Indenture Trustee on behalf

of the Mortgage Collateral holders may (in the situation described in clause

(i)) or shall (in the situation described in clause (ii)) appoint or petition a

court of competent jurisdiction to appoint any established housing and home

finance institution, bank or other mortgage loan or home equity loan servicer

having a net worth of not less than $10,000,000 as the successor to the Servicer

hereunder in the assumption of all or any part of the responsibilities, duties

or liabilities of the Servicer hereunder; provided that any such successor

Servicer shall be acceptable to the Credit Enhancer, as evidenced by the Credit

Enhancer's prior written consent which consent shall not be unreasonably

withheld and provided further that the appointment of any such successor

Servicer will not result in the qualification, reduction or withdrawal of the

ratings assigned to the Securities by the Rating Agencies. Pending appointment

of a successor to the Servicer hereunder, unless the Indenture Trustee is

prohibited by law from so acting, the Indenture Trustee shall act in such

capacity as hereinabove provided. In connection with such appointment and

assumption, the successor shall be entitled to receive compensation out of

payments on Mortgage Loans in an amount equal to the compensation which the

Servicer would otherwise have received pursuant to Section 3.09 (or such lesser

compensation as the Indenture Trustee and such successor shall agree). The

appointment of a successor Servicer shall not affect any liability of the

predecessor Servicer which may have arisen under this Servicing Agreement prior

to its termination as Servicer (including, without limitation, the obligation to

purchase Mortgage Loans pursuant to Section 3.01, to pay any deductible under an

insurance policy pursuant to Section 3.04 or to indemnify the Indenture Trustee

pursuant to Section 6.06), nor shall any successor Servicer be liable for any

acts or omissions of the predecessor Servicer or for any breach by such Servicer

of any of its representations or warranties contained herein or in any related

document or agreement. The Indenture Trustee and such successor shall take such

action, consistent with this Servicing Agreement, as shall be necessary to

effectuate any such succession.

(b) Any successor, including the Indenture Trustee on behalf of the

Noteholders, to the Servicer as servicer shall during the term of its service as

servicer (i) continue to service and administer the Mortgage Loans for the

benefit of the Securityholders, (ii) maintain in force a policy or policies of

insurance covering errors and omissions in the performance of its obligations as

Servicer hereunder and a fidelity bond in respect of its officers, employees and

agents to the same extent as the Servicer is so required pursuant to Section

3.13.

(c) Any successor Servicer, including the Indenture Trustee on behalf

of the Mortgage Collateral holders, shall not be deemed in default or to have

breached its duties hereunder if the predecessor Servicer shall fail to deliver

any required deposit to the Collection Account or otherwise cooperate with any

required servicing transfer or succession hereunder.

Section 7.03 NOTIFICATION TO SECURITYHOLDERS. Upon any termination or

appointment of a successor to the Servicer pursuant to this Article VII or

Section 6.04, the Indenture Trustee shall give prompt written notice thereof to

the Securityholders, the Credit Enhancer, the Depositor, the Issuing Entity and

each Rating Agency.

ARTICLE VIII

Miscellaneous Provisions

Section 8.01 AMENDMENT. This Servicing Agreement may be amended from

time to time by the parties hereto, provided that any amendment be accompanied

by a letter from the Rating Agencies that the amendment will not result in the

downgrading or withdrawal of the rating then assigned to the Securities and the

consent of the Credit Enhancer and the Indenture Trustee.

Section 8.02 GOVERNING LAW. THIS SERVICING AGREEMENT SHALL BE CONSTRUED

IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS

AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH

SUCH LAWS.

Section 8.03 NOTICES. All demands, notices and communications hereunder

shall be in writing and shall be deemed to have been duly given if personally

delivered at or mailed by certified mail, return receipt requested, to (a) in

the case of the Servicer, [Name and Address of Servicer], (b) in the case of the

Credit Enhancer, ________________, ________, ______________, Attention:

_________________, ___________________________, (c) in the case of [Xxxxx'x,

___________, 4th Floor, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000], (d) in the

case of [Standard & Poor's, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,

Attention: Residential Mortgage Surveillance Group], (e) in the case of the

Owner Trustee, the Corporate Trust Office, and (f) in the case of the Issuing

Entity, to Opteum Mortgage Acceptance Corporation MBN Trust Series 20__-__, c/o

______________________, __________________, __________, ______________,

Attention: __________________________, with a copy to the Administrator at

______________ or, as to each party, at such other address as shall be

designated by such party in a written notice to each other party. [Any notice

required or permitted to be mailed to a Securityholder shall be given by first

class mail, postage prepaid, at the address of such Securityholder as shown in

the Register. Any notice so mailed within the time prescribed in this Servicing

Agreement shall be conclusively presumed to have been duly given, whether or not

the Securityholder receives such notice. Any notice or other document required

to be delivered or mailed by the Indenture Trustee to any Rating Agency shall be

given on a reasonable efforts basis and only as a matter of courtesy and

accommodation and the Indenture Trustee shall have no liability for failure to

deliver such notice or document to any Rating Agency.]

Section 8.04 SEVERABILITY OF PROVISIONS. If any one or more of the

covenants, agreements, provisions or terms of this Servicing Agreement shall be

for any reason whatsoever held invalid, then such covenants, agreements,

provisions or terms shall be deemed severable from the remaining covenants,

agreements, provisions or terms of this Servicing Agreement and shall in no way

affect the validity or enforceability of the other provisions of this Servicing

Agreement or of the Securities or the rights of the Securityholders thereof.

Section 8.05 THIRD-PARTY BENEFICIARIES. This Servicing Agreement will

inure to the benefit of and be binding upon the parties hereto, the

Securityholders, the Credit Enhancer, the Owner Trustee, the Indenture Trustee

and their respective successors and permitted assigns. Except as otherwise

provided in this Servicing Agreement, no other Person will have any right or

obligation hereunder.

Section 8.06 COUNTERPARTS. This instrument may be executed in any

number of counterparts, each of which so executed shall be deemed to be an

original, but all such counterparts shall together constitute but one and the

same instrument.

Section 8.07 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and

Section headings herein and the Table of Contents are for convenience only and

shall not affect the construction hereof.

Section 8.08 TERMINATION UPON PURCHASE BY THE SERVICER OR LIQUIDATION

OF ALL MORTGAGE LOANS. The respective obligations and responsibilities of the

Servicer and the Depositor created hereby shall terminate upon the last action

required to be taken by the Issuing Entity pursuant to the Trust Agreement and

by the Indenture Trustee pursuant to the Indenture following the earlier of:

(i) the date on or before which the Indenture or Trust

Agreement is terminated, or

(ii) the purchase by the Servicer from the Depositor of all

Mortgage Loans and all property acquired in respect of any Mortgage

Loan at a price equal to the greater of (a) 100% of the unpaid

Principal Balance of each Mortgage Loan, plus accrued and unpaid

interest thereon at the Weighted Average Net Mortgage Rate up to the

day preceding the Payment Date on which such amounts are to be

distributed to Securityholders, plus any amounts due and owing to the

Credit Enhancer under the Insurance Agreement and (b) the fair market

value of the Mortgage Loans as determined by two bids from competitive

participants in the adjustable home equity loan market.

The right of the Servicer to purchase the assets of the Depositor pursuant to

clause (ii) above is conditioned upon the Pool Balance as of the Final Scheduled

Payment Date being less than ten percent of the aggregate of the Cut-Off Date

Principal Balances of the Mortgage Loans. If such right is exercised by the

Servicer, the Servicer shall deposit the amount calculated pursuant to clause

(ii) above with the Indenture Trustee pursuant to Section 4.10 of the Indenture

and, upon the receipt of such deposit, the Indenture Trustee or relevant

Custodian shall release to the Servicer, the files pertaining to the Mortgage

Loans being purchased.

The Servicer, at its expense, shall prepare and deliver to the

Indenture Trustee and the Owner Trustee for execution, at the time the Mortgage

Loans are to be released to the Servicer, appropriate documents assigning each

such Mortgage Loan from the Depositor to the Servicer or the appropriate party.

Section 8.09 CERTAIN MATTERS AFFECTING THE INDENTURE TRUSTEE. For all

purposes of this Servicing Agreement, in the performance of any of its duties or

in the exercise of any of its powers hereunder, the Indenture Trustee shall be

subject to and entitled to the benefits of Article VI of the Indenture.

Section 8.10 [AUTHORITY OF THE ADMINISTRATOR. Each of the parties to

this Agreement acknowledges that the Issuing Entity and the Owner Trustee have

each appointed the Administrator to act as its agent to perform the duties and

obligations of the Issuing Entity hereunder. Unless otherwise instructed by the

Issuing Entity or the Owner Trustee, copies of all notices, requests, demands

and other documents to be delivered to the Issuing Entity or the Owner Trustee

pursuant to the terms hereof shall be delivered to the Administrator. Unless

otherwise instructed by the Issuing Entity or the Owner Trustee, all notices,

requests, demands and other documents to be executed or delivered, and any

action to be taken, by the Issuing Entity or the Owner Trustee pursuant to the

terms hereof may be executed, delivered and/or taken by the Administrator

pursuant to the Administration Agreement.]

IN WITNESS WHEREOF, the Servicer and the Depositor have caused this

Servicing Agreement to be duly executed by their respective officers or

representatives all as of the day and year first above written.

[NAME OF SERVICER],

as Servicer

By_________________________________

Title:

OPTEUM MORTGAGE ACCEPTANCE CORPORATION

as Depositor

By_________________________________

Title:

EXHIBIT A

MORTGAGE LOAN SCHEDULE

(Provided Upon Request)

EXHIBIT B

POWER OF ATTORNEY

(Provided Upon Request)

EXHIBIT C

CERTIFICATE PURSUANT TO SECTION 3.08

(Provided Upon Request)

EXHIBIT D

FORM OF REQUEST FOR RELEASE

DATE:

TO:

RE:  REQUEST FOR RELEASE OF DOCUMENTS

In connection with your administration of the Mortgage Collateral, we request

the release of the Mortgage File described below.

Servicing Agreement Dated:

Series #:

Account #:

Pool #:

Loan #:

Borrower Name(s):

Reason for Document Request: (circle one)  Mortgage Loan

Prepaid in Full

Mortgage Loan Repurchased

"We hereby certify that all amounts received or to be received in connection

with such payments which are required to be deposited have been or will be so

deposited as provided in the Servicing Agreement."

- ------------------------------------

[Name of Servicer]

Authorized Signature

TO CUSTODIAN/INDENTURE TRUSTEE: Please acknowledge this request, and check off

documents being enclosed with a copy of this form. You should retain this form

for your files in accordance with the terms of the Servicing Agreement.

Enclosed Documents:                                                      [  ] Promissory Note

[  ] Primary Insurance Policy

[  ] Mortgage or Deed of Trust

[  ] Assignment(s) of Mortgage or

Deed of Trust

[  ] Title Insurance Policy

[  ] Other:  ___________________________

---------------------------------

Name

---------------------------------

Title

---------------------------------

Date

SCHEDULE 1

MORTGAGE INSURANCE COMPONENT SCHEDULE

(Provided Upon Request)

EXHIBIT E

SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE

DEFINITIONS

Primary Servicer - transaction party having borrower contact Master Servicer -

aggregator of pool assets

Securities Administrator - waterfall calculator (may be the Indenture Trustee, or may be

the Master Servicer) Back-up Servicer - named in the transaction (in the event a

Back up Servicer becomes the Primary Servicer, follow Primary Servicer

obligations) Custodian - safe keeper of pool assets Paying Agent - distributor

of funds to ultimate investor Trustee - fiduciary of the transaction

Note: The definitions above describe the essential function that the party

performs, rather than the party's title. So, for example, in a particular

transaction, the trustee may perform the "paying agent" and "securities

administrator" functions, while in another transaction, the securities

administrator may perform these functions.

Where there are multiple checks for criteria the attesting party will identify

in their management assertion that they are attesting only to the portion of the

distribution chain they are responsible for in the related transaction

agreements.

KEY:  X - OBLIGATION

[X] - UNDER CONSIDERATION FOR OBLIGATION

Reg AB Reference	Servicing Criteria	Primary Servicer	Master Servicer	Securities Admin	Custodian	Paying Agent	Trustee
	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	X	X			X (Sec. 9.01)
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	X	X
1122(d)(1)(iii)	Any requirements in the  transaction agreements to maintain a back-up servicer for the Pool  Assets are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and  omissions policy is in effect on  the party participating in the  servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	X	X
	CASH COLLECTION AND ADMINISTRATION
1122(d)(2)(i)	Payments on pool assets 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	X	X		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	X	X		X	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	X	X		X	X (Sec. 8.01)
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve  accounts or accounts established  as a form of over collateralization, are separately  maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.		[X]				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	X	X			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	X	X		X	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 Pool Assets serviced by the Servicer.	X	X	X			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	X	X		X	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	X	X		X	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	X	X		X	X
	POOL ASSET ADMINISTRATION
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required  by the transaction agreements or related pool asset documents.	X	X
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.	X	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	X				X
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset 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 pool asset documents.	X
1122(d)(4)(v)	The Servicer's records regarding the pool assets 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 pool  assets (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	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	X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the  period a pool asset 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 pool assets 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 pool assets  with variable rates are computed  based on the related pool asset documents.	X	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 pool asset 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 pool  asset documents and state laws;  and (C) such funds are returned to the obligor within 30 calendar  days of full repayment of the  related pool assets, 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	X			X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.			X			X

EXHIBIT F

Form of Section 404 Notice

NOTICE OF SALE OF OWNERSHIP OF MORTGAGE LOAN

Under federal law, borrowers are required to be notified in writing whenever ownership of a mortgage loan secured by their principal dwelling is sold, transferred or assigned (collectively, “sold”) to a new owner.  This Notice is to inform you that the prior owner of your loan has sold your loan (described below) to the new owner identified below on _________, 20__.

**NOTE: The new owner identified below is not the servicer of your loan.  The servicer (identified below) acts on behalf of the new owner to handle the ongoing administration of your loan, including the collection of mortgage payments.  Please continue to send your mortgage payments as directed by the servicer, and NOT to the new owner.  Payments sent to the new owner instead of the servicer may result in late charges on your loan and your account becoming past due.  Neither the new owner nor the servicer is responsible for late charges or other consequences of any misdirected payment.

SHOULD YOU HAVE ANY QUESTIONS REGARDING YOUR LOAN, PLEASE CONTACT THE SERVICER USING THE CONTACT INFORMATION SET FORTH BELOW.  The servicer is authorized to handle routine inquiries and requests regarding your loan and, if necessary, to inform the new owner of your request and communicate to you any decision with respect to such request. **

Please note that the sale of your loan to the new owner may also result in a change of servicer.  If this occurs, you will receive a separate notice, required under federal law, providing information regarding the new servicer.

LOAN INFORMATION

Date of Loan:

Original Amount of Loan:

Date Your Loan was Transferred to the New Owner:

Address of Mortgaged Property:

SERVICER INFORMATION

Name:                                                      [_______]

Mailing Address:                                                                [_______]

Telephone Number (Toll free): [_______]

Website:                                                                [_______]

Scope of responsibilities: The servicer is responsible for ongoing administration of your loan, including receipt of legal notices, receipt and processing of payments, resolution of payment-related issues, and response to any other inquiries you may have regarding your loan.

NEW OWNER INFORMATION

Please be advised that all questions involving the administration of your loan (including questions related to payments, deferrals, modifications or foreclosures) should be directed to the servicer at the number above and not to the new owner.  The new owner does not have access to information relating to the administration of your loan, and will not be able to most answer loan-related questions.

Name:                                                      [_______]

Mailing Address:                                                                [_______]

Telephone Number (Toll free): [_______]

Scope of responsibilities: As new owner, the above-named trust holds legal title to your loan.  The above-named trustee, on behalf of the new owner, is authorized to receive legal notices and to exercise (or cause an agent on its behalf to exercise) certain rights of ownership with respect to your loan.

The transfer of the lien associated with your loan is currently recorded, or in the future may be recorded, in the public records of the local County Recorder’s office for the county where your property is located.  If checked •, ownership of your loan is also recorded on the registry of the Mortgage Electronic Registrations System at [_________].

The rights and obligations of the new owner, and consequently its authority to respond favorably to your requests or inquiries, may be limited by the terms of one or more contracts related to the securitization of your loan.

EXHIBIT G

FORM OF CERTIFICATION FOR NRSROs AND DEPOSITOR

[Date]

[Rule 17g-5 Information Provider]

[Address]

Attention:  Opteum Mortgage Acceptance Corporation, Mortgage-Backed

                  Notes, Series 20__-_, Class __

In accordance with the requirements for obtaining certain information pursuant to the Indenture, dated as of ___________ 1, 20__ (the “Indenture”), by and between Opteum Mortgage Acceptance Corporation MBN Trust Series 20__ - __, as Issuing entity, [Indenture Trustee], as Indenture Trustee, and the Servicing Agreement, dated as of ___________ 1, 20__ (the “Servicing Agreement”), by and between Opteum Mortgage Acceptance Corporation, as Depositor, and [Servicer], as Servicer], as [_______] with respect to the above-referenced notes (the “Notes”), the undersigned hereby certifies and agrees as follows:

With respect to any Nationally Recognized Statistical Rating Organization (“NRSRO”):

1.           The undersigned, an NRSRO, has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e).

2.           The undersigned has access to the Depositor's 17g-5 website, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor's 17g-5 website shall also be applicable to information obtained from the Rule 17g-5 Website.

3.           The undersigned shall be deemed to have recertified to the provisions herein each time it accesses any information on the Rule 17g-5 Website maintained by the [________].

With respect to the Depositor:

1.           The undersigned is the Depositor under the Servicing Agreement.

Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Indenture.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.