Regulation AB Compliance; Intent of Parties; Reasonableness Clause Samples

Regulation AB Compliance; Intent of Parties; Reasonableness. EXHIBIT A Wells Fargo & Company Master Guarantee Agreement Regarding Custodial P&I Account Funds EXHIBIT B Form of Annual Certification EXHIBIT C Subservicer Information This Servicing Agreement, made as of this 28th day of July, 2006 (the "Agreement"), between Wells Fargo Bank, N.A., a national banking association (the "Service▇") ▇nd Wells Fargo Bank, N.A., a national banking association, (the "Master ▇▇▇▇icer"), recites and provides as follows:

Regulation AB Compliance; Intent of Parties; Reasonableness. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor or the Securities Administrator in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Trust, the parties hereto shall cooperate fully with the Securities Administrator and the Depositor to deliver to the Securities Administrator and/or the Depositor, any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor or the Securities Administrator to permit the Depositor or the Securities Administrator to comply with the provisions of Regulation AB, together with such disclosures reasonably believed by the Depositor or the Securities Administrator to be necessary in order to effect such compliance.

Regulation AB Compliance; Intent of Parties; Reasonableness. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Securities and Exchange Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Trust, the Servicer, the Mortgage Loan Seller and the Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including its assignees or designees), any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Mortgage Loan Seller and the Trustee, as applicable, reasonably believed by the Depositor to be necessary in order to effect such compliance.

Regulation AB Compliance; Intent of Parties; Reasonableness. EXHIBITS -------- Exhibit A-1 - Form of Face of Senior Certificates........................... Exhibit A-2 - Form of Face of Residual Certificate.......................... Exhibit B - Form of Face of Subordinate Certificates...................... Exhibit C - Form of Reverse of all Certificates........................... Exhibit D - Addresses for Requesting Mortgage Loan Schedule .............. Exhibit E - Request for Release of Documents.............................. Exhibit F - Form of Certification of Establishment of Account............. Exhibit G-1 - Form of Transferor Certificate For Transfers of Private Certificates................................................. Exhibit G-2A - Form I of Transferee Certificate For Transfers of Private Certificates................................................. Exhibit G-2B - Form II of Transferee Certificate For Transfers of Private Certificates................................................. Exhibit H - Form of Transferee Representation Letter for ERISA Restricted Certificates...................................... Exhibit I - Form of Affidavit Regarding Transfer of Residual Certificate Pursuant to Section 6.02......................... Exhibit J - Contents of the Servicing File................................ Exhibit K - [Reserved] Exhibit L - List of Recordation States.................................... Exhibit M - Form of Initial Certification................................. Exhibit N - Form of Final Certification................................... Exhibit O - Form of Sarbanes-Oxley Certification.......................... Exhibit P - ▇▇▇▇ ▇▇ ▇▇ustee's Certification............................... Exhibit Q - Servicing Criteria............................................ Exhibit R-1 - Additional Form 10-D Information ............................. Exhibit R-2 - Additional Form 10-K Information ............................. Exhibit R-3 - Form 8-K Information ......................................... Exhibit S - Combination Groups............................................ Exhibit T - Form of Request for Exchange of Exchangeable REMIC Certificates or Exchangeable Certificates................... POOLING AND SERVICING AGREEMENT THIS POOLING AND SERVICING AGREEMENT, dated February 28, 2008, is hereby executed by and among NATIONAL CITY MORTGAGE CAPITAL LLC, as depositor (together with its permitted successors and assigns, the "Depositor"), NATIONAL CITY MORTGAGE CO., as servicer (in such capacity, and together with ...