MORTGAGEIT
      SECURITIES CORP.

    Depositor

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    a
      Servicer

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    Master
      Servicer and Securities Administrator

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

     

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of August 1, 2007

     

    MortgageIT
      Securities Corp. Mortgage Loan Trust, Series 2007-2

    Mortgage
      Pass-Through Certificates

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    

      
        	
                ARTICLE
                  I

              	
                DEFINITIONS

              	
                9

              
	 	 	 
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                9

              
	
                SECTION
                  1.02.

              	
                Allocation
                  of Certain Interest Shortfalls.

              	
                65

              
	 	 	 
	
                ARTICLE
                  II

              	
                CONVEYANCE
                  OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

              	
                66

              
	 	 	 
	
                SECTION
                  2.01.

              	
                Conveyance
                  of the Mortgage Loans.

              	
                66

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  of REMIC I by Trustee.

              	
                67

              
	
                SECTION
                  2.03.

              	
                Repurchase
                  or Substitution of Mortgage Loans.

              	
                68

              
	
                SECTION
                  2.04.

              	
                Representations
                  and Warranties of the Master Servicer.

              	
                71

              
	
                SECTION
                  2.05.

              	
                Representations,
                  Warranties and Covenants of Wells Fargo.

              	
                72

              
	
                SECTION
                  2.06.

              	
                Issuance
                  of the REMIC I Regular Interests and the Class R-I
                  Interest.

              	
                74

              
	
                SECTION
                  2.07.

              	
                Conveyance
                  of the REMIC I Regular Interests; Acceptance of REMIC II and REMIC
                  III by
                  the Trustee.

              	
                74

              
	
                SECTION
                  2.08.

              	
                [Reserved].

              	
                75

              
	
                SECTION
                  2.09.

              	
                Establishment
                  of the Trust.

              	
                75

              
	
                SECTION
                  2.10.

              	
                Purpose
                  and Powers of the Trust.

              	
                75

              
	
                SECTION
                  2.11.

              	
                Representations
                  and Warranties of the Trustee.

              	
                76

              
	 	 	 
	
                ARTICLE
                  III

              	
                ADMINISTRATION
                  AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

              	
                77

              
	 	 	 
	
                SECTION
                  3.01.

              	
                The
                  Servicer to Act as Servicer.

              	
                77

              
	
                SECTION
                  3.02.

              	
                Sub-Servicing
                  Agreements Between the Servicer and Sub-Servicers.

              	
                80

              
	
                SECTION
                  3.03.

              	
                Successor
                  Sub-Servicers.

              	
                81

              
	
                SECTION
                  3.04.

              	
                No
                  Contractual Relationship Between Sub-Servicer, Subcontractor, Trustee
                  or
                  the Certificateholders.

              	
                81

              
	
                SECTION
                  3.05.

              	
                Assumption
                  or Termination of Sub-Servicing Agreement by Successor
                  Servicer.

              	
                82

              
	
                SECTION
                  3.06.

              	
                Collection
                  of Certain Mortgage Loan Payments.

              	
                82

              
	
                SECTION
                  3.07.

              	
                Collection
                  of Taxes, Assessments and Similar Items; Servicing
                  Accounts.

              	
                83

              
	
                SECTION
                  3.08.

              	
                Collection
                  Account and Distribution Account.

              	
                84

              
	
                SECTION
                  3.09.

              	
                Withdrawals
                  from the Collection Account and Distribution Account.

              	
                86

              
	
                SECTION
                  3.10.

              	
                Investment
                  of Funds in the Investment Accounts.

              	
                88

              
	
                SECTION
                  3.11.

              	
                Maintenance
                  of Hazard Insurance, Errors and Omissions and Fidelity Coverage
                  and
                  Primary Mortgage Insurance.

              	
                90

              
	
                SECTION
                  3.12.

              	
                Enforcement
                  of Due-on-Sale Clauses; Assumption Agreements

              	
                92

              
	
                SECTION
                  3.13.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                93

              
	
                SECTION
                  3.14.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                95

              
	
                SECTION
                  3.15.

              	
                Servicing
                  Compensation.

              	
                97

              
	
                SECTION
                  3.16.

              	
                Collection
                  Account Statements.

              	
                97

              
	
                SECTION
                  3.17.

              	
                Annual
                  Statement as to Compliance.

              	
                97

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  3.18.

              	
                Assessments
                  of Compliance and Attestation Reports.

              	
                98

              
	
                SECTION
                  3.19.

              	
                Annual
                  Certification; Additional Information.

              	
                100

              
	
                SECTION
                  3.20.

              	
                Access
                  to Certain Documentation.

              	
                101

              
	
                SECTION
                  3.21.

              	
                Title,
                  Management and Disposition of REO Property.

              	
                102

              
	
                SECTION
                  3.22.

              	
                Obligations
                  of the Servicer in Respect of Prepayment Interest Shortfalls; Relief
                  Act
                  Interest Shortfalls.

              	
                105

              
	
                SECTION
                  3.23.

              	
                Obligations
                  of the Servicer in Respect of Mortgage Rates and Monthly
                  Payments.

              	
                105

              
	
                SECTION
                  3.24.

              	
                [Reserved].

              	
                105

              
	
                SECTION
                  3.25.

              	
                Advance
                  Facility.

              	
                105

              
	
                SECTION
                  3.26.

              	
                Indemnification.

              	
                107

              
	
                SECTION
                  3.27.

              	
                Transfer
                  to a Special Servicer; Purchase of Delinquent Mortgage
                  Loans.

              	
                108

              
	 	 	 
	
                ARTICLE
                  IV

              	
                ADMINISTRATION
                  AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE MASTER
                  SERVICER

              	
                109

              
	 	 	 
	
                SECTION
                  4.01.

              	
                Master
                  Servicer.

              	
                109

              
	
                SECTION
                  4.02.

              	
                REMIC-Related
                  Covenants.

              	
                110

              
	
                SECTION
                  4.03.

              	
                Monitoring
                  of Servicers.

              	
                110

              
	
                SECTION
                  4.04.

              	
                Fidelity
                  Bond.

              	
                111

              
	
                SECTION
                  4.05.

              	
                Power
                  to Act; Procedures.

              	
                112

              
	
                SECTION
                  4.06.

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              	
                113

              
	
                SECTION
                  4.07.

              	
                Documents,
                  Records and Funds in Possession of Master Servicer To Be Held for
                  Trustee.

              	
                113

              
	
                SECTION
                  4.08.

              	
                Standard
                  Hazard Insurance and Flood Insurance Policies.

              	
                113

              
	
                SECTION
                  4.09.

              	
                Presentment
                  of Claims and Collection of Proceeds.

              	
                114

              
	
                SECTION
                  4.10.

              	
                Maintenance
                  of Primary Mortgage Insurance Policies.

              	
                114

              
	
                SECTION
                  4.11.

              	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents.

              	
                114

              
	
                SECTION
                  4.12.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                115

              
	
                SECTION
                  4.13.

              	
                Compensation
                  for the Master Servicer.

              	
                115

              
	
                SECTION
                  4.14.

              	
                REO
                  Property.

              	
                115

              
	
                SECTION
                  4.15.

              	
                Master
                  Servicer Annual Statement of Compliance.

              	
                116

              
	
                SECTION
                  4.16.

              	
                Master
                  Servicer Assessments of Compliance.

              	
                117

              
	
                SECTION
                  4.17.

              	
                Master
                  Servicer Attestation Reports.

              	
                118

              
	
                SECTION
                  4.18.

              	
                Annual
                  Certification.

              	
                119

              
	
                SECTION
                  4.19.

              	
                Obligation
                  of the Master Servicer in Respect of Prepayment Interest
                  Shortfalls.

              	
                120

              
	 	 	 
	
                ARTICLE
                  V

              	
                PAYMENTS
                  TO CERTIFICATEHOLDERS

              	
                121

              
	 	 	 
	
                SECTION
                  5.01.

              	
                Distributions.

              	
                121

              
	
                SECTION
                  5.02.

              	
                Statements
                  to Certificateholders.

              	
                128

              
	
                SECTION
                  5.03.

              	
                Servicer
                  Reports; P&I Advances.

              	
                131

              
	
                SECTION
                  5.04.

              	
                Allocation
                  of Realized Losses.

              	
                132

              
	
                SECTION
                  5.05.

              	
                Compliance
                  with Withholding Requirements.

              	
                134

              
	
                SECTION
                  5.06.

              	
                Reports
                  Filed with Securities and Exchange Commission.

              	
                134

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  5.07.

              	
                Supplemental
                  Interest Trust.

              	
                140

              
	
                SECTION
                  5.08.

              	
                Tax
                  Treatment of Swap Payments and Swap Termination Payments.

              	
                142

              
	
                SECTION
                  5.09.

              	
                Swap
                  Collateral Account.

              	
                143

              
	 	 	 
	
                ARTICLE
                  VI

              	
                THE
                  CERTIFICATES

              	
                145

              
	 	 	 
	
                SECTION
                  6.01.

              	
                The
                  Certificates.

              	
                145

              
	
                SECTION
                  6.02.

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                147

              
	
                SECTION
                  6.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                152

              
	
                SECTION
                  6.04.

              	
                Persons
                  Deemed Owners.

              	
                152

              
	
                SECTION
                  6.05.

              	
                Certain
                  Available Information.

              	
                153

              
	 	 	 
	
                ARTICLE
                  VII

              	
                THE
                  DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

              	
                154

              
	 	 	 
	
                SECTION
                  7.01.

              	
                Liability
                  of the Depositor, the Servicer and the Master Servicer.

              	
                154

              
	
                SECTION
                  7.02.

              	
                Merger
                  or Consolidation of the Depositor, the Servicer or the Master
                  Servicer.

              	
                154

              
	
                SECTION
                  7.03.

              	
                Limitation
                  on Liability of the Depositor, the Servicer, the Master Servicer
                  and
                  Others.

              	
                154

              
	
                SECTION
                  7.04.

              	
                Limitation
                  on Resignation of the Servicer.

              	
                155

              
	
                SECTION
                  7.05.

              	
                Limitation
                  on Resignation of the Master Servicer.

              	
                157

              
	
                SECTION
                  7.06.

              	
                Assignment
                  of Master Servicing.

              	
                157

              
	
                SECTION
                  7.07.

              	
                Rights
                  of the Depositor in Respect of the Servicer and the Master
                  Servicer.

              	
                157

              
	
                SECTION
                  7.08.

              	
                Duties
                  of the Credit Risk Manager.

              	
                158

              
	
                SECTION
                  7.09.

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              	
                159

              
	
                SECTION
                  7.10.

              	
                Removal
                  of the Credit Risk Manager.

              	
                159

              
	
                SECTION
                  7.11.

              	
                Transfer
                  of Servicing by Sponsor to a Special Servicer.

              	
                159

              
	 	 	 
	
                ARTICLE
                  VIII

              	
                DEFAULT

              	
                161

              
	 	 	 
	
                SECTION
                  8.01.

              	
                Servicer
                  Events of Default.

              	
                161

              
	
                SECTION
                  8.02.

              	
                Master
                  Servicer to Act; Appointment of Successor.

              	
                166

              
	
                SECTION
                  8.03.

              	
                Notification
                  to Certificateholders.

              	
                168

              
	
                SECTION
                  8.04.

              	
                Waiver
                  of Servicer Events of Default.

              	
                168

              
	 	 	 
	
                ARTICLE
                  IX

              	
                CONCERNING
                  THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	
                169

              
	 	 	 
	
                SECTION
                  9.01.

              	
                Duties
                  of Trustee and Securities Administrator.

              	
                169

              
	
                SECTION
                  9.02.

              	
                Certain
                  Matters Affecting Trustee and Securities Administrator.

              	
                170

              
	
                SECTION
                  9.03.

              	
                Trustee
                  and Securities Administrator not Liable for Certificates or Mortgage
                  Loans.

              	
                173

              
	
                SECTION
                  9.04.

              	
                Trustee
                  and Securities Administrator May Own Certificates.

              	
                174

              
	
                SECTION
                  9.05.

              	
                Fees
                  and Expenses of Trustee, Custodian and Securities
                  Administrator.

              	
                174

              
	
                SECTION
                  9.06.

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator.

              	
                175

              
	
                SECTION
                  9.07.

              	
                Resignation
                  and Removal of Trustee and Securities Administrator.

              	
                175

              
	
                SECTION
                  9.08.

              	
                Successor
                  Trustee or Securities Administrator.

              	
                176

              
	
                SECTION
                  9.09.

              	
                Merger
                  or Consolidation of Trustee or Securities Administrator.

              	
                177

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  9.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                177

              
	
                SECTION
                  9.11.

              	
                Appointment
                  of Office or Agency.

              	
                178

              
	
                SECTION
                  9.12.

              	
                Representations
                  and Warranties.

              	
                179

              
	 	 	 
	
                ARTICLE
                  X

              	
                TERMINATION

              	
                180

              
	 	 	 
	
                SECTION
                  10.01.

              	
                Termination
                  Upon Repurchase or Liquidation of All Mortgage Loans.

              	
                180

              
	
                SECTION
                  10.02.

              	
                Additional
                  Termination Requirements.

              	
                182

              
	 	 	 
	
                ARTICLE
                  XI

              	
                REMIC
                  PROVISIONS

              	
                184

              
	 	 	 
	
                SECTION
                  11.01.

              	
                REMIC
                  Administration.

              	
                184

              
	
                SECTION
                  11.02.

              	
                Prohibited
                  Transactions and Activities.

              	
                187

              
	
                SECTION
                  11.03.

              	
                Indemnification.

              	
                187

              
	 	 	 
	
                ARTICLE
                  XII

              	
                MISCELLANEOUS
                  PROVISIONS

              	
                189

              
	 	 	 
	
                SECTION
                  12.01.

              	
                Amendment.

              	
                189

              
	
                SECTION
                  12.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                190

              
	
                SECTION
                  12.03.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                191

              
	
                SECTION
                  12.04.

              	
                Governing
                  Law.

              	
                191

              
	
                SECTION
                  12.05.

              	
                Notices.

              	
                191

              
	
                SECTION
                  12.06.

              	
                Severability
                  of Provisions.

              	
                192

              
	
                SECTION
                  12.07.

              	
                Notice
                  to Rating Agencies.

              	
                192

              
	
                SECTION
                  12.08.

              	
                Article
                  and Section References.

              	
                193

              
	
                SECTION
                  12.09.

              	
                Grant
                  of Security Interest.

              	
                193

              
	
                SECTION
                  12.10.

              	
                Survival
                  of Indemnification.

              	
                194

              
	
                SECTION
                  12.11.

              	
                Servicing
                  Agreement.

              	
                194

              
	
                SECTION
                  12.12.

              	
                Intention
                  of the Parties and Interpretation.

              	
                194

              
	
                SECTION
                  12.13.

              	
                Indemnification.

              	
                195

              
	
                SECTION
                  12.14.

              	
                The
                  Swap Provider and Designated Entity as Third Party
                  Beneficiaries.

              	
                195

              


      

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      



    Exhibits

     

    
      	
              Exhibit
                A-1

            	 	
              Form
                of Class A-[1][2] Certificate

            
	
              Exhibit
                A-2

            	 	
              Form
                of Class B-[1][2][3] Certificate

            
	
              Exhibit
                A-3

            	 	
              Form
                of Class B-[4][5][6] Certificate

            
	
              Exhibit
                A-4 

            	 	
              Form
                of Class R Certificate

            
	
              Exhibit
                B-1

            	 	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of the Residual Certificates Pursuant
                to Rule 144A Under the Securities Act

            
	
              Exhibit
                B-2

            	 	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of the Residual Certificates Pursuant
                to Rule 501(a) Under the Securities Act

            
	
              Exhibit
                B-3

            	 	
              Form
                of Transfer Affidavit and Agreement and Form of Transferor Affidavit
                in
                Connection with Transfer of Residual Certificates

            
	
              Exhibit
                C-1

            	 	
              Form
                of Back-Up Certification

            
	
              Exhibit
                C-2

            	 	
              Annual
                Independent Public Accountants’ Servicing Report

            
	
              Exhibit
                D

            	 	
              Form
                of Power of Attorney

            
	
              Exhibit
                E

            	 	
              Servicing
                Criteria

            
	
              Exhibit
                F

            	 	
              Mortgage
                Loan Purchase Agreement

            
	
              Exhibit
                G

            	 	
              Form
                10-D, Form 8-K and Form 10-K Reporting Responsibility

            
	
              Exhibit
                H

            	 	
              Additional
                Disclosure Notification

            
	
              Exhibit
                I

            	 	
              Class
                A Swap Agreement

            
	
              Exhibit
                J

            	 	
              Assignment
                Agreement and Servicing Agreement

            
	
              Schedule
                1

            	 	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	 	
              Reserved

            
	
              Schedule
                3

            	 	
              Reserved

            
	
              Schedule
                4

            	 	
              Standard
                File Layout - Delinquency Reporting and Realized Losses and
                Gains

            
	
              Schedule
                5

            	 	
              Standard
                File Layout - Master Servicing

            
	
              Schedule
                6

            	 	
              Data
                Requirements of Servicing Advances Incurred Prior to Cut-off
                Date

            


    

    


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    This
      Pooling and Servicing Agreement, is dated and effective as of August 1,
      2007, among MORTGAGEIT SECURITIES CORP., as Depositor, WELLS FARGO BANK,
      NATIONAL ASSOCIATION, as a Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION,
      Master Servicer and Securities Administrator and HSBC BANK USA, NATIONAL
      ASSOCIATION, as Trustee.

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates to be issued hereunder
      in
      multiple classes, which in the aggregate will evidence the entire beneficial
      ownership interest of the Trust Fund created hereunder. The Trust Fund will
      consist of a segregated pool of assets comprised of nine classes of
      Certificates, designated as Class A-1, Class A-2, Class B-1, Class B-2, Class
      B-3, Class B-4, Class B-5, Class B-6 and Class R Certificates, the Mortgage
      Loans and certain other related assets subject to this Agreement.

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the Mortgage Loans and certain other related assets
      subject to this Agreement (other than, for the avoidance of doubt, the
      Supplemental Interest Trust and the Class A Swap Agreement) as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC I”. The Class R-I Interest will be the sole class of
“residual interests” in REMIC I for purposes of the REMIC Provisions (as defined
      herein). The following table irrevocably sets forth the designation, the REMIC
      I
      Remittance Rate, the initial Uncertificated Balance and, for purposes of
      satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for each of the REMIC I Regular Interests (as defined
      herein). None of the REMIC I Regular Interests will be
      certificated.

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              IA

            	 	 	
              Variable

            	
              (2)

            	
              $

            	
              100,021,139.06

            	 	 	
              September
                25, 2037

            	 
	
              I-1-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              931,201.35

            	 	 	
              September
                25, 2037

            	 
	
              I-1-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              931,201.35

            	 	 	
              September
                25, 2037

            	 
	
              I-2-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,152,631.00

            	 	 	
              September
                25, 2037

            	 
	
              I-2-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,152,631.00

            	 	 	
              September
                25, 2037

            	 
	
              I-3-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,373,638.64

            	 	 	
              September
                25, 2037

            	 
	
              I-3-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,373,638.64

            	 	 	
              September
                25, 2037

            	 
	
              I-4-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,593,887.43

            	 	 	
              September
                25, 2037

            	 
	
              I-4-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,593,887.43

            	 	 	
              September
                25, 2037

            	 
	
              I-5-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,813,039.06

            	 	 	
              September
                25, 2037

            	 
	
              I-5-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,813,039.06

            	 	 	
              September
                25, 2037

            	 
	
              I-6-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,030,754.54

            	 	 	
              September
                25, 2037

            	 
	
              I-6-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,030,754.54

            	 	 	
              September
                25, 2037

            	 
	
              I-7-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,246,695.07

            	 	 	
              September
                25, 2037

            	 
	
              I-7-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,246,695.07

            	 	 	
              September
                25, 2037

            	 
	
              I-8-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,460,522.82

            	 	 	
              September
                25, 2037

            	 
	
              I-8-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,460,522.82

            	 	 	
              September
                25, 2037

            	 
	
              I-9-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,671,901.95

            	 	 	
              September
                25, 2037

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
               REMIC
                I 
                Remittance
                  Rate

              

            	 	
              Initial
                
                Uncertificated
                  Balance

              

            	 	
              Latest
                Possible 
                Maturity
                  Date(1)

              

            	 
	
              I-9-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,671,901.95

            	 	 	
              September
                25, 2037

            	 
	
              I-10-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,880,499.27

            	 	 	
              September
                25, 2037

            	
               

            
	
              I-10-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,880,499.27

            	 	 	
              September
                25, 2037

            	 
	
              I-11-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,085,985.31

            	 	 	
              September
                25, 2037

            	 
	
              I-11-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,085,985.31

            	 	 	
              September
                25, 2037

            	 
	
              I-12-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,288,035.02

            	 	 	
              September
                25, 2037

            	 
	
              I-12-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,288,035.02

            	 	 	
              September
                25, 2037

            	 
	
              I-13-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,486,328.81

            	 	 	
              September
                25, 2037

            	 
	
              I-13-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,486,328.81

            	 	 	
              September
                25, 2037

            	 
	
              I-14-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,680,553.22

            	 	 	
              September
                25, 2037

            	 
	
              I-14-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,680,553.22

            	 	 	
              September
                25, 2037

            	 
	
              I-15-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,870,401.94

            	 	 	
              September
                25, 2037

            	 
	
              I-15-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,870,401.94

            	 	 	
              September
                25, 2037

            	 
	
              I-16-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,055,576.53

            	 	 	
              September
                25, 2037

            	 
	
              I-16-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,055,576.53

            	 	 	
              September
                25, 2037

            	 
	
              I-17-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,235,787.36

            	 	 	
              September
                25, 2037

            	 
	
              I-17-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,235,787.36

            	 	 	
              September
                25, 2037

            	 
	
              I-18-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,410,754.25

            	 	 	
              September
                25, 2037

            	 
	
              I-18-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,410,754.25

            	 	 	
              September
                25, 2037

            	 
	
              I-19-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,580,207.39

            	 	 	
              September
                25, 2037

            	 
	
              I-19-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,580,207.39

            	 	 	
              September
                25, 2037

            	 
	
              I-20-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,743,888.08

            	 	 	
              September
                25, 2037

            	 
	
              I-20-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,743,888.08

            	 	 	
              September
                25, 2037

            	 
	
              I-21-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,901,549.37

            	 	 	
              September
                25, 2037

            	 
	
              I-21-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,901,549.37

            	 	 	
              September
                25, 2037

            	 
	
              I-22-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,052,956.82

            	 	 	
              September
                25, 2037

            	 
	
              I-22-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,052,956.82

            	 	 	
              September
                25, 2037

            	 
	
              I-23-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,197,889.19

            	 	 	
              September
                25, 2037

            	 
	
              I-23-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,197,889.19

            	 	 	
              September
                25, 2037

            	 
	
              I-24-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,336,138.99

            	 	 	
              September
                25, 2037

            	 
	
              I-24-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,336,138.99

            	 	 	
              September
                25, 2037

            	 
	
              I-25-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,467,513.10

            	 	 	
              September
                25, 2037

            	 
	
              I-25-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,467,513.10

            	 	 	
              September
                25, 2037

            	
               

            
	
              I-26-A

            	
               

            	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,591,833.35

            	 	 	
              September
                25, 2037

            	 
	
              I-26-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,591,833.35

            	 	 	
              September
                25, 2037

            	 
	
              I-27-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,708,936.96

            	 	 	
              September
                25, 2037

            	 
	
              I-27-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,708,936.96

            	 	 	
              September
                25, 2037

            	 
	
              I-28-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,813,444.41

            	 	 	
              September
                25, 2037

            	 
	
              I-28-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,813,444.41

            	 	 	
              September
                25, 2037

            	 
	
              I-29-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,715,585.73

            	 	 	
              September
                25, 2037

            	 
	
              I-29-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,715,585.73

            	 	 	
              September
                25, 2037

            	 
	
              I-30-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,618,595.36

            	 	 	
              September
                25, 2037

            	 
	
              I-30-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,618,595.36

            	 	 	
              September
                25, 2037

            	 
	
              I-31-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,523,225.43

            	 	 	
              September
                25, 2037

            	 
	
              I-31-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,523,225.43

            	 	 	
              September
                25, 2037

            	 
	
              I-32-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,429,448.97

            	 	 	
              September
                25, 2037

            	 


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
               REMIC
                I 
                Remittance
                  Rate

              

            	 	
              Initial

                Uncertificated
                  Balance

              

            	 	
              Latest
                Possible 
                Maturity
                  Date(1)

              

            	 
	
              I-32-B

            	 	 	
              Variable

            	
              (2)

            	
              $

            	
              5,429,448.97

            	 	 	
              September
                25, 2037

            	 
	
              I-33-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,337,239.50

            	 	 	
              September
                25, 2037

            	 
	
              I-33-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,337,239.50

            	 	 	
              September
                25, 2037

            	 
	
              I-34-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,246,570.94

            	 	 	
              September
                25, 2037

            	 
	
              I-34-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,246,570.94

            	 	 	
              September
                25, 2037

            	 
	
              I-35-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,157,417.68

            	 	 	
              September
                25, 2037

            	 
	
              I-35-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,157,417.68

            	 	 	
              September
                25, 2037

            	 
	
              I-36-A

            	 	 	
              Variable

            	
              
                
                  (2)

                

              

            	
              $

            	
              5,069,754.49

            	 	 	
              September
                25, 2037

            	 
	
              I-36-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              5,069,754.49

            	 	 	
              September
                25, 2037

            	 
	
              I-37-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,983,556.60

            	 	 	
              September
                25, 2037

            	 
	
              I-37-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,983,556.60

            	 	 	
              September
                25, 2037

            	 
	
              I-38-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,898,799.61

            	 	 	
              September
                25, 2037

            	 
	
              I-38-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,898,799.61

            	 	 	
              September
                25, 2037

            	 
	
              I-39-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,815,459.58

            	 	 	
              September
                25, 2037

            	 
	
              I-39-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,815,459.58

            	 	 	
              September
                25, 2037

            	 
	
              I-40-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,733,512.90

            	 	 	
              September
                25, 2037

            	 
	
              I-40-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,733,512.90

            	 	 	
              September
                25, 2037

            	 
	
              I-41-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,652,936.38

            	 	 	
              September
                25, 2037

            	 
	
              I-41-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,652,936.38

            	 	 	
              September
                25, 2037

            	 
	
              I-42-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,573,707.23

            	 	 	
              September
                25, 2037

            	
               

            
	
              I-42-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,573,707.23

            	 	 	
              September
                25, 2037

            	 
	
              I-43-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,495,803.03

            	 	 	
              September
                25, 2037

            	 
	
              I-43-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,495,803.03

            	 	 	
              September
                25, 2037

            	 
	
              I-44-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,419,201.69

            	 	 	
              September
                25, 2037

            	 
	
              I-44-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,419,201.69

            	 	 	
              September
                25, 2037

            	 
	
              I-45-A

            	 	 	
              Variable

            	
              
                
                  (2)

                

              

            	
              $

            	
              4,343,881.57

            	 	 	
              September
                25, 2037

            	 
	
              I-45-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,343,881.57

            	 	 	
              September
                25, 2037

            	 
	
              I-46-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,269,821.30

            	 	 	
              September
                25, 2037

            	 
	
              I-46-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,269,821.30

            	 	 	
              September
                25, 2037

            	 
	
              I-47-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,196,999.91

            	 	 	
              September
                25, 2037

            	 
	
              I-47-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,196,999.91

            	 	 	
              September
                25, 2037

            	 
	
              I-48-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,125,396.79

            	 	 	
              September
                25, 2037

            	
               

            
	
              I-48-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,125,396.79

            	 	 	
              September
                25, 2037

            	 
	
              I-49-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,054,991.62

            	 	 	
              September
                25, 2037

            	 
	
              I-49-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              4,054,991.62

            	 	 	
              September
                25, 2037

            	 
	
              I-50-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,985,764.47

            	 	 	
              September
                25, 2037

            	 
	
              I-50-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,985,764.47

            	 	 	
              September
                25, 2037

            	 
	
              I-51-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,917,695.70

            	 	 	
              September
                25, 2037

            	 
	
              I-51-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,917,695.70

            	 	 	
              September
                25, 2037

            	 
	
              I-52-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,850,766.03

            	 	 	
              September
                25, 2037

            	 
	
              I-52-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,850,766.03

            	 	 	
              September
                25, 2037

            	 
	
              I-53-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,784,956.47

            	 	 	
              September
                25, 2037

            	 
	
              I-53-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,784,956.47

            	 	 	
              September
                25, 2037

            	 
	
              I-54-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,720,248.37

            	 	 	
              September
                25, 2037

            	 
	
              I-54-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,720,248.37

            	 	 	
              September
                25, 2037

            	 
	
              I-55-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,656,623.35

            	 	 	
              September
                25, 2037

            	 


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
               REMIC
                I 
                Remittance
                  Rate

              

            	 	
              Initial

                Uncertificated
                  Balance

              

            	 	
              Latest
                Possible 
                Maturity
                  Date(1)

              

            	 
	
              I-55-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,656,623.35

            	 	 	
              September
                25, 2037

            	 
	
              I-56-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,594,063.40

            	 	 	
              September
                25, 2037

            	 
	
              I-56-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,594,063.40

            	 	 	
              September
                25, 2037

            	 
	
              I-57-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,532,550.73

            	 	 	
              September
                25, 2037

            	 
	
              I-57-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,532,550.73

            	 	 	
              September
                25, 2037

            	 
	
              I-58-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,472,067.90

            	 	 	
              September
                25, 2037

            	 
	
              I-58-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,472,067.90

            	 	 	
              September
                25, 2037

            	 
	
              I-59-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,412,597.75

            	 	 	
              September
                25, 2037

            	 
	
              I-59-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,412,597.75

            	 	 	
              September
                25, 2037

            	 
	
              I-60-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,354,123.38

            	 	 	
              September
                25, 2037

            	 
	
              I-60-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,354,123.38

            	 	 	
              September
                25, 2037

            	 
	
              I-61-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,176,836.91

            	 	 	
              September
                25, 2037

            	 
	
              I-61-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,176,836.91

            	 	 	
              September
                25, 2037

            	 
	
              I-62-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,121,117.76

            	 	 	
              September
                25, 2037

            	 
	
              I-62-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,121,117.76

            	 	 	
              September
                25, 2037

            	 
	
              I-63-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,066,342.63

            	 	 	
              September
                25, 2037

            	 
	
              I-63-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,066,342.63

            	 	 	
              September
                25, 2037

            	 
	
              I-64-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              3,012,495.74

            	 	 	
              September
                25, 2037

            	 
	
              I-64-B

            	 	 	
              Variable

            	
              
                
                  (2)

                

              

            	
              $

            	
              3,012,495.74

            	 	 	
              September
                25, 2037

            	 
	
              I-65-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,959,561.57

            	 	 	
              September
                25, 2037

            	 
	
              I-65-B

            	 	 	
              Variable

            	
              
                
                  (2)

                

              

            	
              $

            	
              2,959,561.57

            	 	 	
              September
                25, 2037

            	 
	
              I-66-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,907,524.87

            	 	 	
              September
                25, 2037

            	 
	
              I-66-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,907,524.87

            	 	 	
              September
                25, 2037

            	 
	
              I-67-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,856,370.65

            	 	 	
              September
                25, 2037

            	 
	
              I-67-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,856,370.65

            	 	 	
              September
                25, 2037

            	 
	
              I-68-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,806,084.13

            	 	 	
              September
                25, 2037

            	 
	
              I-68-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,806,084.13

            	 	 	
              September
                25, 2037

            	 
	
              I-69-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,756,650.85

            	 	 	
              September
                25, 2037

            	 
	
              I-69-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,756,650.85

            	 	 	
              September
                25, 2037

            	 
	
              I-70-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,708,056.52

            	 	 	
              September
                25, 2037

            	 
	
              I-70-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,708,056.52

            	 	 	
              September
                25, 2037

            	 
	
              I-71-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,660,287.10

            	 	 	
              September
                25, 2037

            	 
	
              I-71-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,660,287.10

            	 	 	
              September
                25, 2037

            	 
	
              I-72-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,613,328.83

            	 	 	
              September
                25, 2037

            	 
	
              I-72-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,613,328.83

            	 	 	
              September
                25, 2037

            	 
	
              I-73-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,529,967.89

            	 	 	
              September
                25, 2037

            	 
	
              I-73-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,529,967.89

            	 	 	
              September
                25, 2037

            	 
	
              I-74-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,485,093.10

            	 	 	
              September
                25, 2037

            	 
	
              I-74-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,485,093.10

            	 	 	
              September
                25, 2037

            	 
	
              I-75-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,440,985.02

            	 	 	
              September
                25, 2037

            	 
	
              I-75-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,440,985.02

            	 	 	
              September
                25, 2037

            	 
	
              I-76-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,397,630.75

            	 	 	
              September
                25, 2037

            	 
	
              I-76-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,397,630.75

            	 	 	
              September
                25, 2037

            	 
	
              I-77-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,355,017.67

            	 	 	
              September
                25, 2037

            	 
	
              I-77-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,355,017.67

            	 	 	
              September
                25, 2037

            	 
	
              I-78-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,313,133.33

            	 	 	
              September
                25, 2037

            	 


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
               REMIC
                I 
                Remittance
                  Rate

              

            	 	
              Initial

                Uncertificated
                  Balance

              

            	 	
              Latest
                Possible 
                Maturity
                  Date(1)

              

            	 
	
              I-78-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,313,133.33

            	 	 	
              September
                25, 2037

            	 
	
              I-79-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,271,965.47

            	 	 	
              September
                25, 2037

            	 
	
              I-79-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,271,965.47

            	 	 	
              September
                25, 2037

            	 
	
              I-80-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,231,502.09

            	 	 	
              September
                25, 2037

            	 
	
              I-80-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,231,502.09

            	 	 	
              September
                25, 2037

            	 
	
              I-81-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,191,731.34

            	 	 	
              September
                25, 2037

            	 
	
              I-81-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,191,731.34

            	 	 	
              September
                25, 2037

            	 
	
              I-82-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,152,641.58

            	 	 	
              September
                25, 2037

            	 
	
              I-82-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,152,641.58

            	 	 	
              September
                25, 2037

            	 
	
              I-83-A

            	 	 	
              Variable

            	
              
                
                  (2)

                

              

            	
              $

            	
              2,114,221.39

            	 	 	
              September
                25, 2037

            	 
	
              I-83-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,114,221.39

            	 	 	
              September
                25, 2037

            	 
	
              I-84-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,076,459.49

            	 	 	
              September
                25, 2037

            	 
	
              I-84-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              2,076,459.49

            	 	 	
              September
                25, 2037

            	 
	
              I-85-A

            	 	 	
              Variable

            	
              
                
                  (2)

                

              

            	
              $

            	
              1,971,451.58

            	 	 	
              September
                25, 2037

            	 
	
              I-85-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,971,451.58

            	 	 	
              September
                25, 2037

            	 
	
              I-86-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,936,233.30

            	 	 	
              September
                25, 2037

            	 
	
              I-86-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,936,233.30

            	 	 	
              September
                25, 2037

            	 
	
              I-87-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,901,624.37

            	 	 	
              September
                25, 2037

            	 
	
              I-87-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,901,624.37

            	 	 	
              September
                25, 2037

            	 
	
              I-88-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,867,614.40

            	 	 	
              September
                25, 2037

            	 
	
              I-88-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,867,614.40

            	 	 	
              September
                25, 2037

            	 
	
              I-89-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,834,193.27

            	 	 	
              September
                25, 2037

            	 
	
              I-89-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,834,193.27

            	 	 	
              September
                25, 2037

            	 
	
              I-90-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,801,350.97

            	 	 	
              September
                25, 2037

            	 
	
              I-90-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,801,350.97

            	 	 	
              September
                25, 2037

            	 
	
              I-91-A

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,769,077.68

            	 	 	
              September
                25, 2037

            	 
	
              I-91-B

            	 	 	
              Variable

            	
              
                (2)

              

            	
              $

            	
              1,769,077.68

            	 	 	
              September
                25, 2037

            	 
	
              I-92-A

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,737,363.73

            	 	 	
              September
                25, 2037

            	 
	
              I-92-B

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,737,363.73

            	 	 	
              September
                25, 2037

            	 
	
              I-93-A

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,706,199.64

            	 	 	
              September
                25, 2037

            	 
	
              I-93-B

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,706,199.64

            	 	 	
              September
                25, 2037

            	 
	
              I-94-A

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,675,576.06

            	 	 	
              September
                25, 2037

            	 
	
              I-94-B

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,675,576.06

            	 	 	
              September
                25, 2037

            	 
	
              I-95-A

            	 	 	
              
                Variable

              

            	
              
                
                  (2)

                

              

            	
              $

            	
              1,645,483.82

            	 	 	
              September
                25, 2037

            	 
	
              I-95-B

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,645,483.82

            	 	 	
              September
                25, 2037

            	 
	
              I-96-A

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,615,913.88

            	 	 	
              September
                25, 2037

            	 
	
              I-96-B

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,615,913.88

            	 	 	
              September
                25, 2037

            	 
	
              I-97-A

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,527,371.75

            	 	 	
              September
                25, 2037

            	 
	
              I-97-B

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,527,371.75

            	 	 	
              September
                25, 2037

            	 
	
              I-98-A

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,500,323.92

            	 	 	
              September
                25, 2037

            	 
	
              I-98-B

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,500,323.92

            	 	 	
              September
                25, 2037

            	 


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
               REMIC
                I 
                Remittance
                  Rate

              

            	 	
              Initial

                Uncertificated
                  Balance

              

            	 	
              Latest
                Possible 
                Maturity
                  Date(1)

              

            	 
	
              I-99-A

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,473,744.85

            	 	 	
              September
                25, 2037

            	 
	
              I-99-B

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,473,744.85

            	 	 	
              September
                25, 2037

            	 
	
              I-100-A

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              79,144,055.12

            	 	 	
              September
                25, 2037

            	 
	
              I-100-B

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              79,144,055.12

            	 	 	
              September
                25, 2037

            	 


    

     

      
        

      

    

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
      regulations.

     

    (2) Calculated
      in accordance with the definition of “REMIC I Remittance Rate”
herein.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    REMIC
      II

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the REMIC I Regular Interests as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC II.” The Class R-II Interest will evidence the sole class
      of “residual interests” in REMIC II for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the REMIC II Remittance
      Rate, the initial aggregate Certificate Principal Balance and, for purposes
      of
      satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for each of the REMIC II Regular Interests. None of the
      REMIC II Regular Interests will be certificated.

     

    
      	
              Designation

            	 	
              REMIC
                II

              
                Remittance
                  
                  Rate

                

              

            	 	
              Initial
                
                Certificate
                  Principal Balance

              

            	 	
              Latest
                Possible 
                Maturity
                  Date (1)

              

            	 
	
              A-1

            	 	 	
              
                Variable

              

            	
              
                
                  (2)

                

              

            	
              $

            	
              821,837,000.00

            	 	 	
              September
                25, 2037

            	 
	
              A-2

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              46,092,000.00

            	 	 	
              September
                25, 2037

            	 
	
              B-1

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              37,336,000.00

            	 	 	
              September
                25, 2037

            	 
	
              B-2

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              5,531,000.00

            	 	 	
              September
                25, 2037

            	 
	
              B-3

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              2,765,000.00

            	 	 	
              September
                25, 2037

            	 
	
              B-4

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              3,688,000.00

            	 	 	
              September
                25, 2037

            	 
	
              B-5

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              2,765,000.00

            	 	 	
              September
                25, 2037

            	 
	
              B-6

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,844,139.00

            	 	 	
              September
                25, 2037

            	 
	
              IO

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	 	
            	
              
                (3)

              

            	 	
              September
                25, 2037

            	 


    

     

      
        

      

    

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
      regulations.

     

    (2) Calculated
      in accordance with the definition of “REMIC II Remittance Rate”
herein.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    REMIC
      III

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the REMIC II Regular Interests as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC III.” The Class R-III Interest will evidence the sole class
      of “residual interests” in REMIC III for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the REMIC III Remittance
      Rate, the initial aggregate Uncertificated Balance and, for purposes of
      satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for each of the REMIC III Regular Interests. None of the
      REMIC III Regular Interests will be certificated.

     

    
      	
              Designation

            	 	
              Pass-Through
                Rate

            	 	
              Initial
                
                Uncertificated
                  Balance

              

            	 	
              Latest
                Possible 
                Maturity
                  Date (1)

              

            	 
	
              Class
                A-1

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              821,837,000.00

            	 	 	
              September
                25, 2037

            	 
	
              Class
                A-2

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              46,092,000.00

            	 	 	
              September
                25, 2037

            	 
	
              Class
                B-1

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              37,336,000.00

            	 	 	
              September
                25, 2037

            	 
	
              Class
                B-2

            	 	 	
              
                Variable

              

            	
              
                
                  (2)

                

              

            	
              $

            	
              5,531,000.00

            	 	 	
              September
                25, 2037

            	 
	
              Class
                B-3

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              2,765,000.00

            	 	 	
              September
                25, 2037

            	 
	
              Class
                B-4

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              3,688,000.00

            	 	 	
              September
                25, 2037

            	 
	
              Class
                B-5

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              2,765,000.00

            	 	 	
              September
                25, 2037

            	 
	
              Class
                B-6

            	 	 	
              
                Variable

              

            	
              
                (2)

              

            	
              $

            	
              1,844,139.00

            	 	 	
              September
                25, 2037

            	 
	
              Class
                IO Interest

            	 	 	
              N/A

            	
              
                (3)

              

            	 	
            	
              
                (3)

              

            	 	
              September
                25, 2037

            	 


    

    
       

      
        

      

    

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
      regulations.

     

    (2) Calculated
      in accordance with the definition of “Pass-Through Rate” herein.

     

    (3) The
      Class
      IO Interest will not have a Pass-Through Rate or a Certificate Principal
      Balance, but will be entitled to 100% of amounts distributed on REMIC II Regular
      Interest IO.

     

    The
      aggregate Scheduled Principal Balance of the Mortgage Loans (after deducting
      all
      Monthly Payments due on or before the Cut-off Date) as of the Cut-off Date
      is
      $921,858,139.06. 

     

    
      In
        consideration of the mutual agreements herein contained, the Depositor, Wells
        Fargo, the Master Servicer, the Securities Administrator and the Trustee
        agree
        as follows:

       

    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01. Defined
      Terms.

     

    Whenever
      used in this Agreement, including, without limitation, in the Preliminary
      Statement hereto, the following words and phrases, unless the context otherwise
      requires, shall have the meanings specified in this Article. Unless otherwise
      specified, all calculations described herein shall be made on the basis of
      a
      360-day year consisting of twelve 30-day months.

     

    “Accepted
      Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
      either (x) those customary mortgage master servicing practices of prudent
      mortgage servicing institutions that master service mortgage loans of the same
      type and quality as such Mortgage Loan in the jurisdiction where the related
      Mortgaged Property is located, to the extent applicable to the Master Servicer
      or (y) as provided in Section 3.01 hereof, but in no event below the
      standard set forth in clause (x) above.

     

    “Accepted
      Servicing Practices”: As defined in Section 3.01.

     

    “Account”:
      The Collection Account, the Custodial Account and the Distribution Account,
      as
      the context may require.

     

    “Accrued
      Certificate Interest”: With respect to any Class A Certificate or any
      Subordinate Certificate and each Distribution Date, interest accrued during
      the
      related Interest Accrual Period at the Pass-Through Rate for such Certificate
      for such Distribution Date on the Certificate Principal Balance of such
      Certificate immediately prior to such Distribution Date. All distributions
      of
      interest on the Class A Certificates and the Subordinate Certificates will
      be
      calculated on the basis of a 360-day year consisting of twelve 30-day months.
      Accrued Certificate Interest with respect to each Distribution Date, as to
      any
      Class A Certificate or any Subordinate Certificate shall be reduced by an amount
      equal to the portion allocable to such Certificate pursuant to Section 1.02
      hereof, if any, of the sum of (a) the aggregate Prepayment Interest Shortfall,
      if any, for such Distribution Date to the extent not covered by payments
      pursuant to Section 3.22 or Section 4.19 of this Agreement, (b) the
      aggregate amount of any Relief Act Interest Shortfall, if any, for such
      Distribution Date and (c) the interest portion of Realized Losses incurred
      on
      the Mortgage Loans during the related Due Period. 

     

    “Additional
      Disclosure Notification”: Has the meaning set forth in Section 5.06(a)(ii)
      of this Agreement. 

     

    “Additional
      Form 10-D Disclosure”: Has the meaning set forth in Section 5.06(a)(i) of
      this Agreement.

     

    “Additional
      Form 10-K Disclosure”: Has the meaning set forth in Section 5.06(d)(i) of
      this Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Additional
      Servicer”: Means each affiliate of a Servicer that Services any of the Mortgage
      Loans and each Person who is not an affiliate of a Servicer that Services any
      of
      the Mortgage Loans. For clarification purposes, the Master Servicer and the
      Securities Administrator are Additional Servicers.

     

    “Administration
      Fee”: With respect to each Mortgage Loan and any Distribution Date, the product
      of one-twelfth of (x) the Administration Fee Rate for such Mortgage Loan
      multiplied by (y) the principal balance of such Mortgage Loan as of the last
      day
      of the immediately preceding Due Period (or as of the Cut-off Date with respect
      to the first Distribution Date), after giving effect to principal prepayments
      received during the related Prepayment Period.

     

    “Administration
      Fee Rate”: The sum of (i) the Servicing Fee Rate, (ii) the Master Servicing Fee
      Rate, if any, (iii) the Credit Risk Management Fee Rate and (iv) the rate at
      which the premium payable in connection with any lender paid primary mortgage
      insurance policy is calculated, if applicable.

     

    “Advance
      Facility”: As defined in Section 3.25(a).

     

    “Advance
      Financing Person”: As defined in Section 3.25(a).

     

    “Advance
      Reimbursement Amounts”: As defined in Section 3.25(b).

     

    “Affiliate”:
      With respect to any specified Person, any other Person controlling or controlled
      by or under common control with such specified Person. For the purposes of
      this
      definition, “control” when used with respect to any specified Person means the
      power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise, and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing.

     

    “Agreement”:
      This Pooling and Servicing Agreement, including all exhibits and schedules
      hereto and all amendments hereof and supplements hereto.

     

    “Amounts
      Held for Future Distribution”: As to any Distribution Date, the aggregate amount
      held in the Collection Account at the close of business on the immediately
      preceding Determination Date on account of (i) all Monthly Payments or portions
      thereof received in respect of the Mortgage Loans due after the related Due
      Period and (ii) Principal Prepayments and Liquidation Proceeds received in
      respect of such Mortgage Loans after the last day of the related Prepayment
      Period.

     

    “Ancillary
      Income”: All income derived from the Mortgage Loans, other than Servicing Fees,
      including but not limited to, late charges, fees received with respect to checks
      or bank drafts returned by the related bank for non-sufficient funds, assumption
      fees, optional insurance administrative fees and all other incidental fees
      and
      charges.

     

    “Annual
      Independent Public Accountants’ Servicing Report”: A report of a firm of
      independent public accountants which is a member of the American Institute
      of
      Certified Public Accountants to the effect that such firm has examined certain
      documents and records relating to the servicing of the Mortgage Loans or
      mortgage loans similar in nature to the Mortgage Loans by the Servicer and
      that
      such firm is of the opinion that the provisions of this Agreement or similar
      servicing agreements have been complied with, and that, on the basis of such
      examination conducted substantially in compliance with the Uniform Single
      Attestation Program for Mortgage Bankers, nothing has come to the attention
      of
      such firm which would indicate that such servicing has not been conducted in
      compliance therewith, except (i) such exceptions such firm shall believe to
      be
      immaterial, and (ii) such other exceptions as shall be set forth in such report.
      No Annual Independent Public Accountants’ Servicing Report shall contain any
      provision restricting the use of such report by the Servicer, including any
      prohibition on the inclusion of any such report in any filing with the
      Commission.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Assignment”:
      An assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, which is sufficient under the laws of the jurisdiction where
      the related Mortgaged Property is located to reflect of record the sale and
      assignment of the Mortgage, which assignment, notice of transfer or equivalent
      instrument may be in the form of one or more blanket assignments covering
      Mortgages secured by Mortgaged Properties located in the same county, if
      permitted by law.

     

    “Assignment
      Agreement”: The Assignment, Assumption and Recognition Agreement, dated as of
      August 30, 2007, by and among the Sponsor, the Depositor and GMACM evidencing
      the assignment of the Servicing Agreement to the Depositor.

     

    “Available
      Distribution Amount”: With respect to any Distribution Date, an amount equal to
      (1) the sum of (a) the aggregate of the amounts on deposit in the Collection
      Account and the Distribution Account as of the close of business on the Servicer
      Remittance Date, (b) the aggregate of any amounts deposited in the Distribution
      Account by the Servicers or the Master Servicer in respect of Prepayment
      Interest Shortfalls for such Distribution Date pursuant to Section 3.22 or
      Section 4.19 of this Agreement or pursuant to the Servicing Agreement, (c)
      the aggregate of any P&I Advances for such Distribution Date made by the
      Servicers pursuant to Section 5.03 of this Agreement or pursuant to the
      Servicing Agreement and (d) the aggregate of any P&I Advances made by a
      successor Servicer (including the Trustee) for such Distribution Date pursuant
      to Section 8.02 of this Agreement or pursuant to the Servicing Agreement,
      (ii) Principal Prepayments on the Mortgage Loans received after the related
      Prepayment Period (together with any interest payments received with such
      Principal Prepayments to the extent they represent the payment of interest
      accrued on the Mortgage Loans during a period subsequent to the related
      Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds and
      Subsequent Recoveries received in respect of the Mortgage Loans after the
      related Prepayment Period, (iv) amounts reimbursable or payable to the
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator, the Credit Risk Manager or the Custodian pursuant to
      Section 3.09 or 9.05 of this Agreement or otherwise payable in respect of
      Extraordinary Trust Fund Expenses or reimbursable or payable under the Servicing
      Agreement, (v) the Credit Risk Management Fee, (vi) amounts deposited in the
      Collection Account or the Distribution Account in error and (vii) amounts
      reimbursable to a successor Servicer (including the Trustee) pursuant to
      Section 8.02 of this Agreement or pursuant to the Servicing
      Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Bankruptcy
      Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
      as amended.

     

    “Bankruptcy
      Coverage”: As of the Cut-Off Date, $345,096.11. Bankruptcy Coverage will be
      reduced, from time to time, by the amount of Bankruptcy Losses allocated to
      the
      Class A Certificates and Subordinate Certificates.

     

    “Bankruptcy
      Loss”: Any Debt Service Reduction or Deficient Valuation with respect to a
      Mortgage Loan.

     

    “Book-Entry
      Certificates”: The Publicly Offered Certificates and the Privately Offered
      Certificates for so long as such Certificates shall be registered in the name
      of
      the Depository or its nominee.

     

    “Book-Entry
      Custodian”: The custodian appointed pursuant to Section 6.01.

     

    “Business
      Day”: Any day other than a Saturday, a Sunday or a day on which banking or
      savings and loan institutions in the States of New York, California, Maryland,
      Minnesota, Iowa or the Commonwealth of Pennsylvania or in the city in which
      the
      Corporate Trust Office of the Trustee is located, are authorized or obligated
      by
      law or executive order to be closed.

     

    “Cash-Out
      Refinancing”: A Refinanced Mortgage Loan the proceeds of which are more than a
      nominal amount in excess of the principal balance of any existing first mortgage
      plus any subordinate mortgage on the related Mortgaged Property and related
      closing costs.

     

    “Certificate”:
      Any one of MortgageIT Securities Corp. Mortgage Pass-Through Certificates,
      Series 2007-2, Class A-1, Class A-2, Class B-1, Class B-2, Class B-3, Class
      B-4,
      Class B-5, Class B-6 and Class R Certificates issued under this Agreement.
      

     

    “Certificate
      Factor”: With respect to any Class of Certificates (other than the Residual
      Certificates) as of any Distribution Date, a fraction, expressed as a decimal
      carried to six places, the numerator of which is the aggregate Certificate
      Principal Balance of such Class of Certificates on such Distribution Date (after
      giving effect to any distributions of principal and allocations of Realized
      Losses resulting in reduction of the Certificate Principal Balance of such
      Class
      of Certificates to be made on such Distribution Date), and the denominator
      of
      which is the initial aggregate Certificate Principal Balance of such Class
      of
      Certificates as of the Closing Date.

     

    “Certificateholder”
      or “Holder”: The Person in whose name a Certificate is registered in the
      Certificate Register, except that a Disqualified Organization or a Non-United
      States Person shall not be a Holder of a Residual Certificate for any purposes
      hereof, and solely for the purposes of giving any consent pursuant to this
      Agreement, (i) any Certificate registered in the name of or beneficially owned
      by the Depositor, the Sponsor, a Servicer, the Master Servicer, the Securities
      Administrator, the Trustee or any Affiliate thereof shall be deemed not to
      be
      outstanding and the Voting Rights to which it is entitled shall not be taken
      into account in determining whether the requisite percentage of Voting Rights
      necessary to effect any such consent has been obtained, except as otherwise
      provided in Section 12.01 of this Agreement and (ii) the Designated Entity
      shall be deemed to be the Holder of any Class of Designated Certificates (which
      Designated Entity shall not have any fiduciary duties with respect to the person
      in whose name such Class of Designated Certificates is registered). The Trustee
      and the Securities Administrator may conclusively rely upon a certificate of
      the
      Depositor, the Sponsor, the Master Servicer, the Securities Administrator or
      a
      Servicer in determining whether a Certificate is held by an Affiliate thereof.
      All references herein to “Holders” or “Certificateholders” shall reflect the
      rights of Certificate Owners as they may indirectly exercise such rights through
      the Depository and participating members thereof, except as otherwise specified
      herein; provided, however, that the Trustee and the Securities Administrator
      shall be required to recognize as a “Holder” or “Certificateholder” only the
      Person in whose name a Certificate is registered in the Certificate
      Register.

     

    
      
        
        

      

      
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    “Certificate
      Owner”: With respect to a Book-Entry Certificate, the Person who is the
      beneficial owner of such Certificate as reflected on the books of the Depository
      or on the books of a Depository Participant or on the books of an indirect
      participating brokerage firm for which a Depository Participant acts as
      agent.

     

    “Certificate
      Principal Balance”: With respect to each Class A Certificate or Subordinate
      Certificate as of any date of determination, the Certificate Principal Balance
      of such Certificate on the Distribution Date immediately prior to such date
      of
      determination plus any Subsequent Recoveries added to the Certificate Principal
      Balance of such Certificate pursuant to Section 5.04 of this Agreement,
      minus (i) all distributions allocable to principal made thereon, (ii) with
      respect to the Class A Certificates, all amounts in respect of principal
      otherwise payable to the Class A Certificates used to cover Net Swap Payments
      and Swap Termination Payments payable to the Swap Provider pursuant to
      Section 5.01(c)(iii) or Section 5.01(d)(iii), (iii) with respect to
      the Class A-2 Certificates, all amounts in respect of principal otherwise
      payable to the Class A-2 Certificates used to cover unpaid Net WAC Rate
      Carryover Amounts payable to the Class A-1 Certificates pursuant to
      Section 5.02(c)(iii) or Section 5.01(d)(iii) and (iv) Realized Losses
      allocated thereto, if any, on such immediately prior Distribution Date (or,
      in
      the case of any date of determination up to and including the first Distribution
      Date, the initial Certificate Principal Balance of such Certificate, as stated
      on the face thereof). The aggregate initial Certificate Principal Balance of
      each Class of Regular Certificates is set forth in the Preliminary Statement
      hereto.

     

    “Certificate
      Register”: The register maintained pursuant to Section 6.02 of this
      Agreement.

     

    “Certification
      Parties”: Has the meaning set forth in Section 3.19 of this
      Agreement.

     

    “Certifying
      Person”: Has the meaning set forth in Section 3.19 of this
      Agreement.

     

    “Class”:
      Collectively, all of the Certificates bearing the same class
      designation.

     

    “Class
      A
      Certificate”: Any Class A-1 Certificate or Class A-2 Certificate.

     

    
      
        
        

      

      
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    “Class
      A
      Swap Credit Support Annex”: The credit support annex, dated as of August 30,
      2007, between the Supplemental Interest Trust Trustee and the Swap Provider,
      which is annexed to and forms part of the Class A Swap Agreement.

     

    “Class
      A
      Swap Agreement”: The interest rate swap agreement, dated as of August 30, 2007,
      between the Supplemental Interest Trust Trustee and the Swap Provider, including
      any schedule, confirmation, credit support annex or credit support document
      relating thereto, and attached hereto as Exhibit I.

     

    “Class
      A-1 Certificate”: Any one of the Class A-1 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      A-1 Formula Rate”: With
      respect to any Distribution Date, the
      lesser of (i) One-Month LIBOR plus 0.50% per annum and (ii) 10.50% per annum.
      

     

    “Class
      A-1 Interest Shortfall Amount”: With respect to any Distribution Date while the
      Class A-2 Certificates are still outstanding, an amount equal to (1) the Net
      WAC
      Rate Carryover Amount for the Class A-1 Certificates for such Distribution
      Date
      minus (2) the amounts received from the Class A Swap Agreement and distributed
      from the Supplemental Interest Trust to the Class A-1 Certificates with respect
      to unpaid Net WAC Rate Carryover Amounts on such Distribution Date.

     

    “Class
      A-1 Pass-Through Rate”: With respect to any Distribution Date, an annual rate
      equal to the lesser of (x) the Class A-1 Formula Rate and (y) the applicable
      Net
      WAC Pass-Through Rate with respect to the Class A-1 Certificates for such
      Distribution Date.

     

    “Class
      A-2 Certificate”: Any one of the Class A-2 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-1 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the obligation to pay any Class IO
      Distribution Amount, (iii) beneficial ownership of the Supplemental Interest
      Trust and (iv) rights and obligations under one or more notional principal
      contracts described in Section 3.08.

     

    “Class
      A-2 Pass-Through Rate”: With respect to any Distribution Date, an annual rate,
      expressed as a fraction, (I) the numerator of which equals (A) an amount equal
      to the product of (x) the excess, if any, of the Net WAC Pass Through Rate
      for
      the Class A-1 Certificates for such Distribution Date minus the Class A-1
      Formula Rate and (y) the Certificate Principal Balance of the Class A-1
      Certificates for such Distribution Date plus (B) an amount equal to the product
      of (x) the applicable Net WAC Pass-Through
      Rate for the Class A-2 Certificates
      for such
      Distribution Date and (y) the Certificate Principal Balance of the Class A-2
      Certificates for such Distribution Date minus (C) the product of (x) 12 and
      (y)
      the Class A-1 Interest Shortfall Amount for such Distribution Date and (II)
      the
      denominator of which is the Certificate Principal Balance of the Class A-2
      Certificates for such Distribution Date. For federal income tax purposes, for
      any Distribution Date with respect to the REMIC III Regular Interests the
      ownership which is represented by the Class A-1 Certificates, such rate shall
      be
      expressed as the weighted average of (1) the REMIC II Pass-Through Rate for
      REMIC II Regular Interest A-1 minus the Pass-Through Rate for the Corresponding
      Certificate and (2) the REMIC II Pass-Through Rate for REMIC II Regular Interest
      A-2, weighted based on the Uncertificated Balance of each such REMIC II Regular
      Interest. 

     

    
      
        
        

      

      
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    “Class
      B-1 Certificate”: Any one of the Class B-1 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III and (ii) the obligation to pay any Class IO
      Distribution Amount.

     

    “Class
      B-1 Pass-Through Rate”: With respect to any Distribution Date, an annual rate
      equal to the Subordinate Pass-Through Rate for such Distribution
      Date.

     

    “Class
      B-2 Certificate”: Any one of the Class B-2 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2
      and
      evidencing (i) a Regular Interest in REMIC III and (ii) the obligation to pay
      any Class IO Distribution Amount.

     

    “Class
      B-2 Pass-Through Rate”: With respect to any Distribution Date, an annual rate
      equal to the Subordinate Pass-Through Rate for such Distribution
      Date.

     

    “Class
      B-3 Certificate”: Any one of the Class B-3 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III and (ii) the obligation to pay any Class IO
      Distribution Amount.

     

    “Class
      B-3 Pass-Through Rate”: With respect to any Distribution Date, an annual rate
      equal to the Subordinate Pass-Through Rate for such Distribution
      Date.

     

    “Class
      B-4 Certificate”: Any one of the Class B-4 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-3 and evidencing (i)
      a
      Regular Interest in REMIC III and (ii) the obligation to pay any Class IO
      Distribution Amount.

     

    “Class
      B-4 Pass-Through Rate”: With respect to any Distribution Date, an annual rate
      equal to the Subordinate Pass-Through Rate for such Distribution
      Date.

     

    “Class
      B-5 Certificate”: Any one of the Class B-5 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-3 and evidencing (i)
      a
      Regular Interest in REMIC III and (ii) the obligation to pay any Class IO
      Distribution Amount.

     

    “Class
      B-5 Pass-Through Rate”: With respect to any Distribution Date, an annual rate
      equal to the Subordinate Pass-Through Rate for such Distribution
      Date.

     

    “Class
      B-6 Certificate”: Any one of the Class B-6 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-3 and evidencing (i)
      a
      Regular Interest in REMIC III and (ii) the obligation to pay any Class IO
      Distribution Amount.

     

    
      
        
        

      

      
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    “Class
      B-6 Pass-Through Rate”: With respect to any Distribution Date, an annual rate
      equal to the Subordinate Pass-Through Rate for such Distribution
      Date.

     

    “Class
      IO
      Distribution Amount”: As defined in Section 5.07(f) hereof. For
      purposes of clarity, the Class IO Distribution Amount for any Distribution
      Date
      shall equal the amount payable to the Supplemental Interest Trust on such
      Distribution Date in excess of the amount payable on the Class IO Interest
      on
      such Distribution Date, all as further provided in Section 5.07(f)
      hereof.

     

    “Class
      IO
      Interest”: An uncertificated interest in the Trust Fund held by the Trustee,
      evidencing a REMIC Regular Interest in REMIC III for purposes of the REMIC
      Provisions.

     

    “Class
      R
      Certificates”: Any one of the Class R Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-3, and evidencing the Class R-I Interest,
      the
      Class R-II Interest and the Class R-III Interest.

     

    “Class
      R-I Interest”: The uncertificated residual interest in REMIC I.

     

    “Class
      R-II Interest”: The uncertificated residual interest in REMIC II.

     

    “Class
      R-III Interest”: The uncertificated residual interest in REMIC III.

     

    “Closing
      Date”: August 30, 2007.

     

    “Code”:
      The Internal Revenue Code of 1986 as amended from time to time.

     

    “Collection
      Account”: The separate account or accounts created and maintained, or caused to
      be created and maintained, by Wells Fargo pursuant to Section 3.08(a) of
      this Agreement for the benefit of the Certificateholders, which shall be
      entitled “Wells Fargo Bank, National Association, as Servicer for HSBC Bank USA,
      National Association as Trustee, in trust for the registered holders of
      MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-2, Mortgage
      Pass-Through Certificates”. The Collection Account must be an Eligible
      Account.

     

    “Commission”:
      The Securities and Exchange Commission.

     

    “Controlling
      Person”: Means, with respect to any Person, any other Person who “controls” such
      Person within the meaning of the Securities Act.

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee or the
      Securities Administrator, as the case may be, at which, at any particular time,
      its corporate trust business in connection with this Agreement shall be
      administered, which office at the date of the execution of this instrument
      is
      located at (i) with respect to the Trustee, HSBC Bank USA, National Association,
      452 Fifth Avenue, New York, New York 10018, Attention: MortgageIT Securities
      Corp., 2007-2, or at such other address as the Trustee may designate from time
      to time by notice to the Certificateholders, the Depositor, the Master Servicer,
      the Securities Administrator and the Servicers, or (ii) with respect to the
      Securities Administrator, (A) for purposes of Certificate transfers and
      surrender, Wells Fargo Bank, National Association, Sixth Street and Marquette
      Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust (MHL 2007-2),
      and (B) for all other purposes, Wells Fargo Bank, National Association, P.O.
      Box
      98, Columbia, Maryland 21046, Attention: Corporate Trust (MHL 2007-2) (or for
      overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention: Corporate Trust (MHL 2007-2)), or at such other address as the
      Securities Administrator may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Servicers and the
      Trustee.

     

    
      
        
        

      

      
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    “Corresponding
      Certificate” and “Corresponding REMIC II Regular Interest”: With respect to each
      Certificate and REMIC II Regular Interest, as follows:

     

    
      	
              REMIC
                II Regular Interest

            	 	
              Class

            
	
              REMIC
                II Regular Interest A-1

            	 	
              A-1

            
	
              REMIC
                II Regular Interest A-2

            	 	
              A-2

            
	
              REMIC
                II Regular Interest B-1

            	 	
              B-1

            
	
              REMIC
                II Regular Interest B-2

            	 	
              B-2

            
	
              REMIC
                II Regular Interest B-3

            	 	
              B-3

            
	
              REMIC
                II Regular Interest B-4

            	 	
              B-4

            
	
              REMIC
                II Regular Interest B-5

            	 	
              B-5

            
	
              REMIC
                II Regular Interest B-6

            	 	
              B-6

            


    

    


    “Credit
      Risk Management Agreements”: The agreements between the Credit Risk Manager and
      each Servicer and/or Master Servicer, each regarding the loss mitigation and
      advisory services to be provided by the Credit Risk Manager.

     

    “Credit
      Risk Management Fee”: The amount payable to the Credit Risk Manager on each
      Distribution Date as compensation for all services rendered by it in the
      exercise and performance of any and all powers and duties of the Credit Risk
      Manager under the Credit Risk Management Agreements, which amount shall equal
      one twelfth of the product of (i) the Credit Risk Management Fee Rate multiplied
      by (ii) the Scheduled Principal Balance of the Mortgage Loans and any related
      REO Properties as of the first day of the related Due Period.

     

    “Credit
      Risk Management Fee Rate”: 0.009% per annum.

     

    “Credit
      Risk Manager”: Clayton Fixed Income Services Inc., a Colorado corporation, and
      its successors and assigns.

     

    “Credit
      Support Depletion Date”: The Distribution Date on which the Certificate
      Principal Balances of all of the Subordinate Certificates have been reduced
      to
      zero (prior to giving effect to distributions of principal and allocations
      of
      Realized Losses on the Mortgage Loans on such Distribution Date).

     

    “Custodial
      Account”: The account or accounts maintained by GMACM under the Servicing
      Agreement.

     

    
      
        
        

      

      
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    “Custodial
      Agreement”: The Custodial Agreement dated as of August 30, 2007, among the
      Trustee, the Custodian and the Servicers, as may be amended or supplemented
      from
      time to time. 

     

    “Custodian”:
      Deutsche Bank National Trust Company, a national banking association, or its
      successor in interest.

     

    “Cut-off
      Date”: With respect to each Mortgage Loan other than any Qualified Substitute
      Mortgage Loan, August 1, 2007. With respect to all Qualified Substitute
      Mortgage Loans, their respective dates of substitution.

     

    “DBRS”:
      DBRS, Inc. or its successor in interest.

     

    “Debt
      Service Reduction”: Any reduction of the amount of the monthly payment on a
      Mortgage Loan made by a bankruptcy court in connection with a personal
      bankruptcy of a mortgagor.

     

    “Deficient
      Valuation”: In connection with a personal bankruptcy of a Mortgagor, the
      positive difference, if any, resulting from the outstanding principal balance
      of
      a Mortgage Loan less a bankruptcy court’s valuation of the related Mortgaged
      Property.

     

    “Definitive
      Certificates”: As defined in Section 6.01(b) of this
      Agreement.

     

    “Deleted
      Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
      Substitute Mortgage Loan.

     

    “Delinquency
      Percentage”: With respect to any Distribution Date, the percentage equivalent of
      a fraction, the numerator of which is the aggregate Scheduled Principal Balance
      of all Mortgage Loans that, as of the last day of the previous calendar month,
      are sixty (60) or more days delinquent, are in foreclosure, have been converted
      to REO Properties or have been discharged by reason of bankruptcy, and the
      denominator of which is the aggregate Scheduled Principal Balance of the
      Mortgage Loans and REO Properties as of the last day of the previous calendar
      month.

     

    “Depositor”:
      MortgageIT Securities Corp., a Delaware corporation, or its successor in
      interest.

     

    “Depository”:
      The Depository Trust Company, or any successor Depository hereafter named.
      The
      nominee of the initial Depository, for purposes of registering those
      Certificates that are to be Book-Entry Certificates, is Cede & Co. The
      Depository shall at all times be a “clearing corporation” as defined in
      Section 8-102(3) of the Uniform Commercial Code of the State of New York
      and a “clearing agency” registered pursuant to the provisions of
      Section 17A of the Exchange Act.

     

    “Depository
      Institution”: Any depository institution or trust company, including the
      Trustee, that (a) is incorporated under the laws of the United States of America
      or any State thereof, (b) is subject to supervision and examination by federal
      or state banking authorities and (c) has outstanding unsecured commercial paper
      or other short-term unsecured debt obligations (or, in the case of a depository
      institution that is the principal subsidiary of a holding company, such holding
      company has unsecured commercial paper or other short-term unsecured debt
      obligations) that are rated at least A-1+ by S&P, F-1+ by Fitch and P-1 by
      Moody’s (or, if such Rating Agencies are no longer rating the Publicly Offered
      Certificates, comparable ratings by any other nationally recognized statistical
      rating agency then rating the Publicly Offered Certificates).

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Depository
      Participant”: A broker, dealer, bank or other financial institution or other
      Person for whom from time to time a Depository effects book-entry transfers
      and
      pledges of securities deposited with the Depository.

     

    “Designated
      Certificates”: The Class A-1 Certificates.

     

    “Designated
      Entity”: With respect to any Class of Designated Certificates, the entity (which
      shall not be the Depositor or the Sponsor) specified in a written notice by
      the
      Underwriter to the Trustee and the Securities Administrator which shall have
      the
      right to exercise the Voting Rights allocable to such Class of Designated
      Certificates.

     

    “Determination
      Date”: With respect to each Distribution Date, the Business Day immediately
      preceding the related Servicer Remittance Date. The Determination Date for
      purposes of Article X hereof shall mean the 15th
      day of
      the month, or if such 15th
      day is
      not a Business Day, the first Business Day following such 15th
      day.

     

    “Directly
      Operate”: With respect to any REO Property, the furnishing or rendering of
      services to the tenants thereof, the management or operation of such REO
      Property, the holding of such REO Property primarily for sale to customers,
      the
      performance of any construction work thereon or any use of such REO Property
      in
      a trade or business conducted by REMIC I other than through an Independent
      Contractor; provided, however, that the related Servicer, on behalf of the
      Trustee, shall not be considered to Directly Operate an REO Property solely
      because the related Servicer establishes rental terms, chooses tenants, enters
      into or renews leases, deals with taxes and insurance, or makes decisions as
      to
      repairs or capital expenditures with respect to such REO Property.

     

    “Disqualified
      Organization”: Any of the following: (i) the United States, any State or
      political subdivision thereof, any possession of the United States, or any
      agency or instrumentality of any of the foregoing (other than an instrumentality
      which is a corporation if all of its activities are subject to tax and, except
      for Freddie Mac, a majority of its board of directors is not selected by such
      governmental unit), (ii) any foreign government, any international organization,
      or any agency or instrumentality of any of the foregoing, (iii) any organization
      (other than certain farmers’ cooperatives described in Section 521 of the
      Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
      the tax imposed by Section 511 of the Code on unrelated business taxable
      income), (iv) rural electric and telephone cooperatives described in
      Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” and
      (vi) any other Person so designated by the Trustee based upon an Opinion of
      Counsel that the holding of an Ownership Interest in a Residual Certificate
      by
      such Person may cause any Trust REMIC or any Person having an Ownership Interest
      in any Class of Certificates (other than such Person) to incur a liability
      for
      any federal tax imposed under the Code that would not otherwise be imposed
      but
      for the Transfer of an Ownership Interest in a Residual Certificate to such
      Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor
      provisions.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Distribution
      Account”: The separate trust account or accounts created and maintained by the
      Securities Administrator pursuant to Section 3.08(b) of this Agreement in
      the name of the Securities Administrator for the benefit of the
      Certificateholders and designated “Wells
      Fargo Bank, National Association, in trust for registered holders of MortgageIT
      Securities Corp. Mortgage Loan Trust, Series 2007-2”.
      Funds
      in the Distribution Account shall be held in trust for the Certificateholders
      for the uses and purposes set forth in this Agreement. The Distribution Account
      must be an Eligible Account.

     

    “Distribution
      Date”: The 25th day of any month, or if such 25th day is not a Business Day, the
      Business Day immediately following such 25th day, commencing in September
      2007.

     

    “Due
      Date”: With respect to each Distribution Date, the day of the month on which the
      Monthly Payment is due on a Mortgage Loan during the related Due Period,
      exclusive of any days of grace.

     

    “Due
      Period”: With respect to any Distribution Date, the period commencing on the
      second day of the month immediately preceding the month in which such
      Distribution Date occurs and ending on the first day of the month in which
      such
      Distribution Date occurs. 

     

    “Eligible
      Account”: Any
      of
      (i) an account or accounts maintained with a federal or state chartered
      depository institution or trust company, the long-term unsecured debt
      obligations and short-term unsecured debt obligations of which (or, in the
      case
      of a depository institution or trust company that is the principal subsidiary
      of
      a holding company, the debt obligations of such holding company) are rated
      by
      each Rating Agency in one of its two highest long-term and its highest
      short-term rating categories, respectively, at the time any amounts are held
      on
      deposit therein; provided, that following a downgrade, withdrawal, or suspension
      of such institution’s rating as set forth above, each account shall
      promptly (and in any case within not more than 30 calendar days) be moved
      to one or more segregated trust accounts in the trust department of such
      institution, or to an account at another institution that complies with the
      above requirements, or (ii) a trust account or accounts maintained with the
      corporate trust department of a federal or state chartered depository
      institution or trust company having capital and surplus of not less than
      $50,000,000, acting in its fiduciary capacity or (iii) any other account
      acceptable to the Rating Agencies, as evidenced in writing. Eligible Accounts
      may bear interest, and may include, if otherwise qualified under this
      definition, accounts maintained with the Trustee.  Notwithstanding Section
      12.01, this Agreement may be amended to reduce the rating requirements in clause
      (i) above, without the consent of any of the Certificateholders, provided that
      the Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates.

     

    
      “ERISA”:
        The Employee Retirement Income Security Act of 1974, as amended from time
        to
        time.

    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Estate
      in Real Property”: A fee simple estate in a parcel of land.

     

    “Excess
      Liquidation Proceeds”: To the extent that such amount is not required by law to
      be paid to the related Mortgagor, the amount, if any, by which Liquidation
      Proceeds with respect to a liquidated Mortgage Loan exceed the sum of (i) the
      outstanding principal balance of such Mortgage Loan and accrued but unpaid
      interest at the related Net Mortgage Rate through the last day of the month
      in
      which the related Liquidation Event occurs, plus (ii) related liquidation
      expenses or other amounts to which the related Servicer is entitled to be
      reimbursed from Liquidation Proceeds with respect to such liquidated Mortgage
      Loan pursuant to Section 3.09 of this Agreement or pursuant to the
      Servicing Agreement.

     

    “Excess
      Loss”: A Special Hazard Loss incurred on a Mortgage Loan in excess of the
      Special Hazard Coverage, a Fraud Loss incurred on a Mortgage Loan in excess
      of
      the Fraud Coverage and a Bankruptcy Loss incurred on a Mortgage Loan in excess
      of the Bankruptcy Coverage.

     

    “Exchange
      Act”: The Securities Exchange Act of 1934, as amended, and the rules and
      regulations thereunder.

     

    “Extraordinary
      Trust Fund Expense”: Any amounts payable or reimbursable to the Trustee, the
      Master Servicer, the Securities Administrator, the Custodian or any director,
      officer, employee or agent of any such Person from the Trust Fund pursuant
      to
      the terms of this Agreement and any amounts payable from the Distribution
      Account in respect of taxes pursuant to Section 11.01(g)(v) of this
      Agreement.

     

    “Fannie
      Mae”: Fannie Mae, formerly known as the Federal National Mortgage Association,
      or any successor thereto.

     

    “FDIC”:
      Federal Deposit Insurance Corporation or any successor thereto.

     

    “Final
      Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
      Property (other than a Mortgage Loan or REO Property purchased by an originator,
      the Sponsor or the Master Servicer pursuant to or as contemplated by
      Section 2.03, 3.13(c) or Section 10.01 of this Agreement), a
      determination made by the related Servicer that all Insurance Proceeds,
      Liquidation Proceeds and other payments or recoveries which such Servicer,
      in
      its reasonable good faith judgment, expects to be finally recoverable in respect
      thereof have been so recovered, which determination shall be evidenced by a
      certificate of a Servicing Officer of the related Servicer delivered to the
      Master Servicer and maintained in its records.

     

    “Fitch”:
      Fitch Ratings or any successor in interest.

     

    “Form
      8-K
      Disclosure Information”: Has the meaning set forth in
      Section 5.06(b).

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “Fraud
      Coverage”: As of the Cut-Off Date, $9,218,581.39. As of any date of
      determination after the Cut-Off Date, the Fraud Coverage will generally be
      equal
      to:

     

    
      	 	
              (1)

            	
              from
                the first to and including the second anniversary of the Cut-Off
                Date, an
                amount equal to:

            


    

     

    
      	 	
              (a)

            	
              1.00%
                of the aggregate principal balance of the Mortgage Loans as of the
                Cut-Off
                Date, minus

            


    

     

    
      	 	
              (b)

            	
              the
                aggregate amounts allocated to the Certificates with respect to Fraud
                Losses on the Mortgage Loans up to such date of
                determination;

            


    

     

    
      	 	
              (2)

            	
              from
                the third to and including the fifth anniversary of the Cut-Off Date,
                an
                amount equal to:

            


    

     

    
      	 	
              (a)

            	
              0.50%
                of the aggregate principal balance of the Mortgage Loans as of the
                Cut-Off
                Date, minus

            


    

     

    
      	 	
              (b)

            	
              the
                aggregate amounts allocated to the Certificates with respect to Fraud
                Losses on the Mortgage Loans up to such date of determination;
                and

            


    

     

    
      	 	
              (3)

            	
              after
                the fifth anniversary of the Cut-Off Date, the Fraud Coverage will
                be
                zero.

            


    

     

    “Fraud
      Losses”: Losses on a Mortgage Loan arising from fraud, dishonesty or
      misrepresentation of the mortgagor in the origination of such Mortgage
      Loan.

     

    “Freddie
      Mac”: Freddie Mac, formerly known as the Federal Home Loan Mortgage Corporation,
      or any successor thereto.

     

    “GMACM”:
      GMAC Mortgage, LLC.

     

    “GMACM
      Mortgage Loan”: Any Mortgage Loan serviced by GMACM and identified as such on
      the Mortgage Loan Schedule.

     

    “Independent”:
      When used with respect to any accountants, a Person who is “independent” within
      the meaning of Rule 2-01(B) of the Commission’s Regulation S-X. When used with
      respect to any specified Person, any such Person who (a) is in fact independent
      of the Depositor, the Master Servicer, the Securities Administrator, the
      Servicers, the Sponsor, the originator and their respective Affiliates, (b)
      does
      not have any direct financial interest in or any material indirect financial
      interest in the Depositor, the Master Servicer, the Securities Administrator,
      the Servicers, the Sponsor, the originator or any Affiliate thereof, (c) is
      not
      connected with the Depositor, the Master Servicer, the Securities Administrator,
      the Servicers, the Sponsor, the originator or any Affiliate thereof as an
      officer, employee, promoter, underwriter, trustee, partner, director or Person
      performing similar functions and (d) is not a member of the immediate family
      of
      a Person defined on clause (b) or (c) above.

     

    “Independent
      Contractor”: Either (i) any Person (other than a Servicer) that would be an
“independent contractor” with respect to REMIC I within the meaning of
      Section 856(d)(3) of the Code if REMIC I were a real estate investment
      trust (except that the ownership tests set forth in that section shall be
      considered to be met by any Person that owns, directly or indirectly, 35% or
      more of any Class of Certificates), so long as REMIC I does not receive or
      derive any income from such Person and provided that the relationship between
      such Person and REMIC I is at arm’s length, all within the meaning of Treasury
      Regulation Section 1.856-4(b)(5), or (ii) any other Person (including any
      Servicer) if the Trustee has received an Opinion of Counsel to the effect that
      the taking of any action in respect of any REO Property by such Person, subject
      to any conditions therein specified, that is otherwise herein contemplated
      to be
      taken by an Independent Contractor will not cause such REO Property to cease
      to
      qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
      of the Code (determined without regard to the exception applicable for purposes
      of Section 860D(a) of the Code), or cause any income realized in respect of
      such REO Property to fail to qualify as Rents from Real Property.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Institutional
      Accredited Investor”: As defined in Section 6.01(c).

     

    “Insurance
      Proceeds”: Proceeds of any title policy, hazard policy or other insurance
      policy, covering a Mortgage Loan or the related Mortgaged Property, to the
      extent such proceeds are not to be applied to the restoration of the related
      Mortgaged Property or released to the Mortgagor or a senior lienholder in
      accordance with Accepted Servicing Practices, subject to the terms and
      conditions of the related Mortgage Note and Mortgage.

     

    “Interest
      Accrual Period”: With respect to any Distribution Date and the Class A
      Certificates, the period commencing on the Distribution Date of the month
      immediately preceding the month in which such Distribution Date occurs (or,
      in
      the case of the first Distribution Date, commencing on the Closing Date) and
      ending on the day preceding such Distribution Date. With respect to any
      Distribution Date and the Subordinate Certificates, the Class IO Interest and
      the REMIC Regular Interests, the one-month period commencing on the first day
      of
      the month prior to the month in which the Distribution Date occurs and ending
      on
      the last day of the calendar month immediately preceding the month in which
      such
      Distribution Date occurs.

     

    “Interest
      Determination Date”: With respect to the Class A-1 Certificates and any Interest
      Accrual Period therefor, the second London Business Day preceding the
      commencement of such Interest Accrual Period.

     

    “Last
      Scheduled Distribution Date”: The Distribution Date occurring in September 2037,
      which is the Distribution Date immediately following the maturity date for
      the
      latest maturing thirty (30) year Mortgage Loan.

     

    “Late
      Collections”: With respect to any Mortgage Loan and any Due Period, all amounts
      received subsequent to the Determination Date immediately following such Due
      Period with respect to such Mortgage Loan, whether as late payments of Monthly
      Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which
      represent late payments or collections of principal and/or interest due (without
      regard to any acceleration of payments under the related Mortgage and Mortgage
      Note) but delinquent for such Due Period and not previously
      recovered.

     

    “Liquidation
      Event”: With respect to any Mortgage Loan, any of the following events: (i) such
      Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
      as to
      such Mortgage Loan or (iii) such Mortgage Loan is removed from REMIC I by reason
      of its being purchased, sold or replaced pursuant to or as contemplated by
      Section 2.03, Section 3.13(c) or Section 10.01 of this Agreement.
      With respect to any REO Property, either of the following events: (i) a Final
      Recovery Determination is made as to such REO Property or (ii) such REO Property
      is removed from REMIC I by reason of its being purchased pursuant to
      Section 10.01 of this Agreement.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Liquidated
      Loan”: A Mortgage Loan as to which the related Servicer has determined that all
      amounts which it expects to recover from or on account of such Mortgage Loan,
      whether from insurance proceeds, Liquidation Proceeds or otherwise, have been
      recovered.

     

    “Liquidation
      Proceeds”: The amount (other than Insurance Proceeds, amounts received in
      respect of the rental of any REO Property prior to REO Disposition, or required
      to be released to a Mortgagor or a senior lienholder in accordance with
      applicable law or the terms of the related Mortgage Loan Documents) received
      by
      the related Servicer in connection with (i) the taking of all or a part of
      a
      Mortgaged Property by exercise of the power of eminent domain or condemnation
      (other than amounts required to be released to the Mortgagor or a senior
      lienholder), (ii) the liquidation of a defaulted Mortgage Loan through a
      trustee’s sale, foreclosure sale or otherwise, (iii) the repurchase,
      substitution or sale of a Mortgage Loan or an REO Property pursuant to or as
      contemplated by Section 2.03, Section 3.13(c), Section 3.21 or
      Section 10.01 of this Agreement or pursuant to the Servicing Agreement or
      (iv) any Subsequent Recoveries. 

     

    “Liquidation
      Principal”: For any Distribution Date and any Mortgage Loan which became a
      Liquidated Loan, the principal portion of net Liquidation Proceeds received
      with
      respect to such Mortgage Loan (but not in excess of the principal balance
      thereof) during the related Prepayment Period.

     

    “Loan-to-Value
      Ratio”: As of any date of determination, the fraction, expressed as a
      percentage, the numerator of which is the principal balance of the related
      Mortgage Loan at such date and the denominator of which is the Value of the
      related Mortgaged Property.

     

    “London
      Business Day”: Any day on which banks in the Cities of London and New York are
      open and conducting transactions in United States dollars.

     

    “Master
      Servicer”: As of the Closing Date, Wells Fargo Bank, National Association and
      thereafter, its respective successors in interest who meet the qualifications
      of
      this Agreement. The Master Servicer and the Securities Administrator shall
      at
      all times be the same Person or an Affiliate.

     

    “Master
      Servicer Event of Default”: One or more of the events described in
      Section 8.01(b) of this Agreement.

     

    “MERS”:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    “MERS®
      System”: The system of recording transfers of mortgages electronically
      maintained by MERS.

     

    “MIN”:
      The Mortgage Identification Number for Mortgage Loans registered with MERS
      on
      the MERS® System.

     

    “Minimum
      Servicing Requirements”: With respect to a special servicer appointed pursuant
      to Section 7.11 hereunder:

     

    (i) the
      proposed special servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed special
      servicer has a rating of at least “ Above Average” by S&P and either a
      rating of at least “RSS2” by Fitch or a rating of at least “SQ2” by Moody’s;
      and

     

    (ii) the
      proposed special servicer has a net worth of at least $25,000,000.

     

    “MOM
      Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such
      Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and
      its successors and assigns, at the origination thereof.

     

    “Monthly
      Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
      principal and interest on such Mortgage Loan which is payable by the related
      Mortgagor from time to time under the related Mortgage Note, determined: (a)
      after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
      with respect to such Mortgage Loan and (ii) any reduction in the amount of
      interest collectible from the related Mortgagor pursuant to the Relief Act
      or
      similar state or local laws; (b) without giving effect to any extension granted
      or agreed to by the related Servicer pursuant to Section 3.01 of this
      Agreement or pursuant to the Servicing Agreement; and (c) on the assumption
      that
      all other amounts, if any, due under such Mortgage Loan are paid when
      due.

     

    “Moody’s”:
      Moody’s Investors Service, Inc. or any successor in interest.

     

    “Mortgage”:
      The mortgage, deed of trust or other instrument creating a first lien on, or
      first or priority security interest in, a Mortgaged Property securing a Mortgage
      Note.

     

    “Mortgage
      File”: The Mortgage Loan Documents pertaining to a particular Mortgage
      Loan.

     

    “Mortgage
      Loan”: Each mortgage loan transferred and assigned to the Trustee and the
      Mortgage Loan Documents for which have been delivered to the Custodian pursuant
      to Section 2.01 of this Agreement and pursuant to the Custodial Agreement,
      as held from time to time as a part of the Trust Fund, the Mortgage Loans so
      held being identified in the Mortgage Loan Schedule. 

     

    
      “Mortgage
        Loan Documents”: The documents evidencing or relating to each Mortgage Loan
        delivered to the Custodian under the Custodial Agreement on behalf of the
        Trustee.

    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    “Mortgage
      Loan Purchase Agreement”: Shall mean the Mortgage Loan Purchase Agreement dated
      as of August 30, 2007, between the Depositor and the Sponsor a copy of which
      is
      attached hereto as Exhibit F.

     

    “Mortgage
      Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
      on such date, attached hereto as Schedule 1. The Depositor shall deliver or
      cause the delivery of the initial Mortgage Loan Schedule to the Servicers,
      the
      Master Servicer, the Custodian and the Trustee on the Closing Date. The Mortgage
      Loan Schedule shall set forth the following information with respect to each
      Mortgage Loan:

     

    (i) the
      Mortgage Loan identifying number;

     

    (ii) the
      Mortgagor’s first and last name;

     

    (iii) the
      street address of the Mortgaged Property including the state and zip
      code;

     

    (iv) a
      code
      indicating whether the Mortgaged Property is owner-occupied;

     

    (v) the
      type
      of Residential Dwelling constituting the Mortgaged Property;

     

    (vi) the
      original months to maturity;

     

    (vii) the
      original date of the Mortgage Loan and the remaining months to maturity from
      the
      Cut-off Date, based on the original amortization schedule;

     

    (viii) the
      Loan-to-Value Ratio at origination;

     

    (ix) the
      Mortgage Rate in effect immediately following the Cut-off Date;

     

    (x) the
      date
      on which the first Monthly Payment was due on the Mortgage Loan;

     

    (xi) the
      stated maturity date;

     

    (xii) the
      amount of the Monthly Payment at origination;

     

    (xiii) the
      amount of the Monthly Payment as of the Cut-off Date;

     

    (xiv) the
      last
      Due Date on which a Monthly Payment was actually applied to the unpaid Scheduled
      Principal Balance;

     

    (xv) the
      original principal amount of the Mortgage Loan;

     

    (xvi) the
      Scheduled Principal Balance of the Mortgage Loan as of the close of business
      on
      the Cut-off Date;

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (xvii) a
      code
      indicating the purpose of the loan (i.e., purchase financing, rate/term
      refinancing, cash-out refinancing);

     

    (xviii) the
      Mortgage Rate at origination;

     

    (xix) the
      date
      on which the first Monthly Payment was due on the Mortgage Loan and, if such
      date is not consistent with the Due Date currently in effect, such Due
      Date;

     

    (xx) a
      code
      indicating the documentation style (i.e., full, stated or limited);

     

    (xxi) a
      code
      indicating if the Mortgage Loan is subject to a primary insurance policy or
      lender paid mortgage insurance policy and the name of the insurer and, if
      applicable, the rate payable in connection therewith;

     

    (xxii) the
      Appraised Value of the Mortgaged Property;

     

    (xxiii) the
      sale
      price of the Mortgaged Property, if applicable;

     

    (xxiv) the
      product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
      etc.);

     

    (xxv) the
      Mortgagor’s debt to income ratio; 

     

    (xxvi) the
      FICO
      score at origination; 

     

    (xxvii) with
      respect to each Mortgage Loan registered on MERS, the MIN;

     

    (xxviii) the
      Custodian; 

     

    (xxix) the
      applicable Servicing Fee; and

     

    (xxx) the
      applicable Servicer.

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
      of
      Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3)
      the
      weighted average Mortgage Rate of the Mortgage Loans; and (4) the weighted
      average maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be
      amended from time to time by the Depositor in accordance with the provisions
      of
      this Agreement. With respect to any Qualified Substitute Mortgage Loan, the
      Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan,
      determined in accordance with the definition of Cut-off Date
      herein.

     

    “Mortgage
      Note”: The original executed note or other evidence of the indebtedness of a
      Mortgagor under a Mortgage Loan.

     

    
      
        
        

      

      
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    “Mortgage
      Rate”: With respect to each Mortgage Loan, the annual rate at which interest
      accrues on such Mortgage Loan from time to time in accordance with the
      provisions of the related Mortgage Note. With respect to each Mortgage Loan
      that
      becomes an REO Property, as of any date of determination, the annual rate
      determined in accordance with the immediately preceding sentence as of the
      date
      such Mortgage Loan became an REO Property.

     

    “Mortgaged
      Property”: The underlying property securing a Mortgage Loan, including any REO
      Property, consisting of an Estate in Real Property improved by a Residential
      Dwelling.

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

    “Net
      Interest Shortfall”: With respect to each Distribution Date, the sum of (1) any
Prepayment
      Interest Shortfall with respect to the Mortgage Loans for such Distribution
      Date,
      (2) any
      Relief Act Interest Shortfall with respect to the Mortgage Loans for such
      Distribution Date and (3) the portion of Realized Losses attributable to
      interest allocated to the Certificates on such Distribution Date.

     

    “Net
      Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property)
      as of any date of determination, a per annum rate of interest equal to the
      then
      applicable Mortgage Rate for such Mortgage Loan minus the Administration Fee
      Rate.

     

    “Net
      Swap
      Payment”: With respect to each Distribution Date, the net payment required to be
      made pursuant to the terms of the Class A Swap Agreement by either the Swap
      Provider or the Securities Administrator from the Supplemental Interest Trust,
      which net payment shall not take into account any Swap Termination
      Payment.

     

    “Net
      WAC
      Pass-Through Rate”: With respect to the Class A-1 Certificates and any
      Distribution Date, a rate per annum equal to the weighted average Net Mortgage
      Rate (weighted based on the principal balances of the Mortgage Loans as of
      the
      last day of the immediately preceding due period (or as of the Cut-off Date
      with
      respect to the first Distribution Date),
      after
      giving effect to principal prepayments received during the related Prepayment
      Period) minus
      a
      fraction, expressed as a percentage, (x) the numerator of which is the product
      of (A) 12 and (B) the sum of any Net Swap Payment and Swap Termination Payment
      owed to the Swap Provider under the Class A Swap Agreement (not caused by a
      Swap
      Provider Trigger Event), in each case for such Distribution Date, and (y) the
      denominator of which is the aggregate Certificate Principal Balance of the
      Class
      A-1 Certificates immediately prior to such Distribution Date. For federal income
      tax purposes, for any Distribution Date with respect to the REMIC III Regular
      Interests the ownership which is represented by the Class A-1 Certificates,
      such
      rate shall be expressed as the REMIC II Remittance Rate for REMIC II Regular
      Interest A-1. For the first Distribution Date, the Net WAC Pass-Through Rate
      with respect to the Class A-1 Certificates and the REMIC III Regular Interests
      the ownership which is represented by the Class A-1 Certificates shall be
      multiplied by a fraction, the numerator of which is 30 and the denominator
      of
      which is 25.

     

    
      With
        respect to the Class A-2 Certificates and any Distribution Date, a rate per
        annum equal to the weighted average Net Mortgage Rate (weighted based on
        the
        principal balance of the Mortgage Loans as of the last day of the immediately
        preceding due period (or as of the Cut-Off Date with respect to the first
        Distribution Date), after giving effect to principal prepayments received
        during
        the related Prepayment Period). For
        federal income tax purposes, for any Distribution Date with respect to the
        REMIC
        III Regular Interests the ownership which is represented by the Class A-2
        Certificates, the REMIC II Remittance Rate for REMIC II Regular Interest
        A-2 for
        such Distribution Date. For the first Distribution Date, the Net WAC
        Pass-Through Rate with respect to the Class A-2 Certificates and the REMIC
        III
        Regular Interests the ownership which is represented by the Class A-2
        Certificates shall be multiplied by a fraction, the numerator of which is
        30 and
        the denominator of which is 25.

    

     

    
      
        
        

      

      
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    “Net
      WAC
      Rate Carryover Amount”: With respect to each Distribution Date prior to and
      including the Optional Termination Date, if the Pass-Through Rate for the Class
      A-1 Certificates is limited to the Net WAC Pass-Through Rate for such class,
      an
      amount equal to the sum of (i) the excess of (x) the amount of interest such
      Class would have been entitled to receive on such Distribution Date if the
      applicable Net WAC Pass-Through Rate would not have been applicable to such
      Class on such Distribution Date over (y) the amount of interest accrued on
      such
      Distribution Date for such Class at the applicable Net WAC Pass-Through Rate
      and
      (ii) the related Net WAC Rate Carryover Amount for any previous Distribution
      Date not previously distributed to such Class together with interest thereon
      at
      a rate equal to the Pass-Through Rate for such Class for the most recently
      ended
      Interest Accrual Period without taking into account the applicable Net WAC
      Pass-Through Rate. With respect to each Distribution Date after the Optional
      Termination Date, the Net WAC Rate Carryover Amount for the Class A-1
      Certificates will equal zero.

     

    “New
      Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
      any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
      to
      renegotiate the terms of such lease.

     

    “Nonrecoverable
      P&I Advance”: Any P&I Advance previously made or proposed to be made in
      respect of a Mortgage Loan or REO Property that, in the good faith business
      judgment of the related Servicer or a successor to the related Servicer
      (including the Trustee) will not or, in the case of a proposed P&I Advance,
      would not be ultimately recoverable from related Late Collections, Insurance
      Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as
      provided herein or in the Servicing Agreement.

     

    “Nonrecoverable
      Servicing Advance”: Any Servicing Advance previously made or proposed to be made
      in respect of a Mortgage Loan or REO Property that, in the good faith business
      judgment of the related Servicer or a successor to a Servicer (including the
      Trustee) will not or, in the case of a proposed Servicing Advance, would not
      be
      ultimately recoverable from related Late Collections, Insurance Proceeds or
      Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein
      or
      in the Servicing Agreement.

     

    “Non-United
      States Person”: Any Person other than a United States Person.

     

    “Officer’s
      Certificate”: With respect to any Person, a certificate signed by the Chairman
      of the Board, the Vice Chairman of the Board, the President or a vice president
      (however denominated), or by the Treasurer, the Secretary, or one of the
      assistant treasurers or assistant secretaries of such Person (or, in the case
      of
      a Person that is not a corporation, signed by a person or persons having like
      responsibilities).

     

    
      
        
        

      

      
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    “One-Month
      LIBOR”: With respect to the Class A-1 Certificate, REMIC II Regular Interests
      and any Interest Accrual Period therefor, the rate determined by the Securities
      Administrator on the related Interest Determination Date on the basis of the
      offered rate for one-month U.S. dollar deposits, as such rate appears on Reuters
      Screen LIBOR01 Page as of 11:00 a.m. (London time) on such Interest
      Determination Date; provided that if such rate does not appear on Reuters Screen
      LIBOR01 Page, the rate for such date will be determined on the basis of the
      offered rates of the Reference Banks for one-month U.S. dollar deposits, as
      of
      11:00 a.m. (London time) on such Interest Determination Date. In such event,
      the
      Securities Administrator will request the principal London office of each of
      the
      Reference Banks to provide a quotation of its rate. If on such Interest
      Determination Date, two or more Reference Banks provide such offered quotations,
      One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic
      mean of such offered quotations (rounded upwards if necessary to the nearest
      whole multiple of 1/16). If on such Interest Determination Date, fewer than
      two
      Reference Banks provide such offered quotations, One-Month LIBOR for the related
      Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
      previous Interest Determination Date and (ii) the Reserve Interest Rate.
      Notwithstanding the foregoing, if, under the priorities described above, LIBOR
      for an Interest Determination Date would be based on LIBOR for the previous
      Interest Determination Date for the third consecutive Interest Determination
      Date, the Securities Administrator shall select an alternative comparable index
      (over which the Securities Administrator has no control), used for determining
      one-month Eurodollar lending rates that is calculated and published (or
      otherwise made available) by an independent party. The establishment of
      One-Month LIBOR by the Securities Administrator and the Securities
      Administrator’s subsequent calculation of the One-Month LIBOR Pass-Through Rate
      for the relevant Interest Accrual Period, shall, in the absence of manifest
      error, be final and binding.

     

    “Opinion
      of Counsel”: A written opinion of counsel, who may, without limitation, be
      salaried counsel for the Depositor, a Servicer, the Securities Administrator
      or
      the Master Servicer, acceptable to the Trustee, except that any opinion of
      counsel relating to (a) the qualification of any REMIC as a REMIC or (b)
      compliance with the REMIC Provisions must be an opinion of Independent counsel;
      provided, however, any Opinion of Counsel provided by the Servicer pursuant
      to
      clause (b) above may be provided by internal counsel, provided that, the
      delivery of such Opinion of Counsel shall not release the Servicer from any
      of
      its obligations hereunder and the Servicer shall be responsible for such
      contemplated actions or inaction, as the case may be, to the extent it conflicts
      with the terms of this Agreement.

     

    “Optional
      Termination Date”: The Distribution Date on which the aggregate principal
      balance of the Mortgage Loans (and properties acquired in respect thereof)
      remaining in the Trust Fund as of the last day of the related Due Period has
      been reduced to less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    “Ownership
      Interest”: As to any Certificate, any ownership or security interest in such
      Certificate, including any interest in such Certificate as the Holder thereof
      and any other interest therein, whether direct or indirect, legal or beneficial,
      as owner or as pledgee.

     

    
      
        
        

      

      
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    “P&I
      Advance”: As to any Mortgage Loan or REO Property, any advance made by the
      Servicer in respect of any Determination Date pursuant to Section 5.03 of
      this Agreement or pursuant to the Servicing Agreement, an Advance Financing
      Person pursuant to Section 3.25 of this Agreement or in respect of any
      Distribution Date by a successor Servicer pursuant to Section 8.02 of this
      Agreement (which advances shall not include principal or interest shortfalls
      due
      to bankruptcy proceedings or application of the Relief Act or similar state
      or
      local laws).

     

    “PCAOB”:
      The Public Company Accounting Oversight Board.

     

    “Percentage
      Interest”: With respect to any Class of Certificates (other than the Residual
      Certificates), the undivided percentage ownership in such Class evidenced by
      such Certificate, expressed as a percentage, the numerator of which is the
      initial Certificate Principal Balance represented by such Certificate and the
      denominator of which is the aggregate initial Certificate Principal Balance
      of
      all of the Certificates of such Class. The Class A Certificates and the
      Subordinate Certificates are issuable only in minimum Percentage Interests
      corresponding to minimum initial Certificate Principal Balances of $25,000
      and
      integral multiples of $1.00 in excess thereof. With respect to any Residual
      Certificate, the undivided percentage ownership in such Class evidenced by
      such
      Certificate, as set forth on the face of such Certificate. The Residual
      Certificates are issuable in Percentage Interests of 20% and integral multiples
      of 5% in excess thereof.

     

    “Permitted
      Investments”: Any one or more of the following obligations or securities
      acquired at a purchase price of not greater than par, regardless of whether
      issued by the Depositor, Wells Fargo, the Master Servicer, the Trustee or any
      of
      their respective Affiliates:

     

    (i) direct
      obligations of, or obligations fully guaranteed as to timely payment of
      principal and interest by, the United States or any agency or instrumentality
      thereof, provided such obligations are backed by the full faith and credit
      of
      the United States;

     

    (ii) (A)
      demand and time deposits in, certificates of deposit of, bankers’ acceptances
      issued by or federal funds sold by any depository institution or trust company
      (including the Trustee or its agent acting in their respective commercial
      capacities) incorporated under the laws of the United States of America or
      any
      state thereof and subject to supervision and examination by federal and/or
      state
      authorities, so long as, at the time of such investment or contractual
      commitment providing for such investment, such depository institution or trust
      company (or, if the only Rating Agency is S&P, in the case of the principal
      depository institution in a depository institution holding company, debt
      obligations of the depository institution holding company) or its ultimate
      parent has a short-term uninsured debt rating in the highest available rating
      category of Moody’s and S&P and provided that each such investment has an
      original maturity of no more than 365 days; and provided further that, if the
      only Rating Agency is S&P and if the depository or trust company is a
      principal subsidiary of a bank holding company and the debt obligations of
      such
      subsidiary are not separately rated, the applicable rating shall be that of
      the
      bank holding company; and, provided further that, if the original maturity
      of
      such short-term obligations of a domestic branch of a foreign depository
      institution or trust company shall exceed 30 days, the short-term rating of
      such
      institution shall be A-1+ in the case of S&P if S&P is the Rating
      Agency; and (B) any other demand or time deposit or deposit which is fully
      insured by the FDIC;

     

    
      
        
        

      

      
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    (iii) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any state thereof
      and that are rated by each Rating Agency that rates such securities in its
      highest long-term unsecured rating categories at the time of such investment
      or
      contractual commitment providing for such investment;

     

    (iv) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 30 days after the date of acquisition thereof) that is rated by each Rating
      Agency that rates such securities in its highest short-term unsecured debt
      rating available at the time of such investment;

     

    (v) units
      of
      money market funds that have been rated “AAAm” or “AAAm-G” by S&P or “Aaa”
by Moody’s including any such money market fund managed or advised by the Master
      Servicer, the Trustee or any of their Affiliates; and

     

    (vi) if
      previously confirmed in writing to the Trustee, any other demand, money market
      or time deposit, or any other obligation, security or investment, as may be
      acceptable to the Rating Agencies as a permitted investment of funds backing
      securities having ratings equivalent to its highest initial rating of the Class
      A Certificates;

     

    provided,
      however, that no instrument described hereunder shall evidence either the right
      to receive (a) only interest with respect to the obligations underlying such
      instrument or (b) both principal and interest payments derived from obligations
      underlying such instrument and the interest and principal payments with respect
      to such instrument provide a yield to maturity at par greater than 120% of
      the
      yield to maturity at par of the underlying obligations.

     

    “Permitted
      Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
      Organization or Non-United States Person.

     

    “Person”:
      Any individual, limited liability company, corporation, partnership, joint
      venture, association, joint-stock company, trust, unincorporated organization
      or
      government or any agency or political subdivision thereof.

     

    “Plan”:
      Any employee benefit plan or certain other retirement plans and arrangements,
      including individual retirement accounts and annuities, Keogh plans and bank
      collective investment funds and insurance company general or separate accounts
      in which such plans, accounts or arrangements are invested, that are subject
      to
      ERISA or Section 4975 of the Code. 

     

    “Prepayment
      Assumption”: With respect to the Mortgage Loans, a prepayment rate of 300% PSA,
      which represents (a) until the 30th
      month of
      the life of the Mortgage Loans, a per annum prepayment rate of 0.6% of the
      then
      outstanding principal balance of the Mortgage Loans in the first month of the
      life of the Mortgage Loans and an additional approximate 0.6% per annum in
      each
      month thereafter until the 30th
      month
      and (b) a constant prepayment rate of 18% per annum beginning in the
      30th
      month
      and in each month thereafter during the life of the Mortgage Loans. The
      Prepayment Assumption is used solely for determining the accrual of original
      issue discount on the Certificates for federal income tax purposes.

     

    
      
        
        

      

      
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    “Prepayment
      Interest Excess”: With respect to each Mortgage Loan that was the subject of a
      Principal Prepayment in full during the portion of the related Prepayment Period
      occurring between the first day of the calendar month in which such Distribution
      Date occurs and the thirteenth (13th)
      day of
      the calendar month in which such Distribution Date occurs, an amount equal
      to
      interest (to the extent received) at the applicable Net Mortgage Rate on the
      amount of such Principal Prepayment for the number of days commencing on the
      first day of the calendar month in which such Distribution Date occurs and
      ending on the last date through which interest is collected from the related
      Mortgagor. Wells Fargo may withdraw such Prepayment Interest Excess from the
      Collection Account in accordance with Section 3.09(a)(x) of this Agreement.
      The entitlement, if any, of GMACM with respect to Prepayment Interest Excess
      is
      set forth in the Servicing Agreement.

     

    “Prepayment
      Interest Shortfall”: With respect to any Distribution Date, for each such
      Mortgage Loan that was the subject of a Principal Prepayment in full or in
      part
      during the portion of the related Prepayment Period occurring between the first
      day of the related Prepayment Period and the last day of the calendar month
      preceding the month in which such Distribution Date occurs that was applied
      by
      the related Servicer to reduce the outstanding principal balance of such
      Mortgage Loan on a date preceding the Due Date in the succeeding Prepayment
      Period, an amount equal to interest at the applicable Net Mortgage Rate on
      the
      amount of such Principal Prepayment for the number of days commencing on the
      date on which the prepayment is applied and ending on the last day of the
      calendar month preceding such Distribution Date. The obligations of Wells Fargo
      and the Master Servicer in respect of any Prepayment Interest Shortfall are
      set
      forth in Section 3.22 and Section 4.19, respectively of this
      Agreement. The obligations of GMACM in respect of Prepayment Interest Shortfalls
      are set forth in the Servicing Agreement.

     

    “Prepayment
      Period”: For any Distribution Date (i) with respect to Principal Prepayments in
      part, the calendar month immediately preceding the month in which the related
      Distribution Date occurs and (ii) with respect to Principal Prepayments in
      full,
      the period from the 14th
      day of
      the month immediately preceding the month in which the related Distribution
      Date
      occurs (or with respect to the first Prepayment Period, the period commencing
      on
      the Cut-off Date) to the 13th
      day of
      the month in which such Distribution Date occurs.

     

    “Principal
      Distribution Amount”: With respect to any Distribution Date, the sum of (i) the
      principal portion of all Monthly Payments on the Mortgage Loans due during
      the
      related Due Period, whether or not received on or prior to the related
      Determination Date; (ii) the principal portion of all proceeds received in
      respect of the repurchase of a Mortgage Loan or, in the case of a substitution,
      certain amounts representing a principal adjustment, during the related
      Prepayment Period pursuant to or as contemplated by Section 2.03,
      Section 3.13(c) and Section 10.01 of this Agreement; and (iii) the
      principal portion of all other unscheduled collections, including Insurance
      Proceeds, Liquidation Proceeds and all Principal Prepayments in full and in
      part, received during the related Prepayment Period, to the extent applied
      as
      recoveries of principal on the Mortgage Loans, net in each case of payments
      or
      reimbursements to the Trustee, the Custodian, the Credit Risk Manager, the
      Master Servicer, the Securities Administrator or the Servicers.

     

    
      
        
        

      

      
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    “Principal
      Prepayment”: Any voluntary payment of principal made by the Mortgagor on a
      Mortgage Loan which is received in advance of its scheduled Due Date and which
      is not accompanied by an amount of interest representing the full amount of
      scheduled interest due on any Due Date in any month or months subsequent to
      the
      month of prepayment.

     

    “Privately
      Offered Certificates”: The Class B-4, Class B-5 and Class B-6 Certificates,
      collectively.

     

    “Pro
      Rata
      Allocation”: With respect to any Distribution Date and any Class A Certificates
      or Subordinate Certificates, pro rata according to their outstanding Certificate
      Principal Balances in reduction thereof. 

     

    “Publicly
      Offered Certificates”: The Class A-1, Class A-2, Class B-1, Class B-2 and Class
      B-3 Certificates, collectively.

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased
      pursuant to or as contemplated by Section 2.03, Section 3.13(c) or
      Section 10.01 of this Agreement, and as confirmed by a certification of a
      Servicing Officer of the related Servicer to the Trustee, an amount equal to
      the
      sum of (i) 100% of the Scheduled Principal Balance thereof as of the date of
      purchase (or such other price as provided in Section 10.01 of this
      Agreement), (ii) in the case of (x) a Mortgage Loan, accrued interest on such
      Scheduled Principal Balance at the applicable Net Mortgage Rate in effect from
      time to time from the Due Date as to which interest was last covered by a
      payment by the Mortgagor or a P&I Advance by a Servicer, which payment or
      P&I Advance had as of the date of purchase been distributed pursuant to
      Section 5.01 of this Agreement, through the end of the calendar month in
      which the purchase is to be effected and (y) an REO Property, the sum of (1)
      accrued interest on such Scheduled Principal Balance at the applicable Net
      Mortgage Rate in effect from time to time from the Due Date as to which interest
      was last covered by a payment by the Mortgagor or a P&I Advance by a
      Servicer through the end of the calendar month immediately preceding the
      calendar month in which such REO Property was acquired, plus (2) REO Imputed
      Interest for such REO Property for each calendar month commencing with the
      calendar month in which such REO Property was acquired and ending with the
      calendar month in which such purchase is to be effected, net of the total of
      all
      net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
      that as of the date of purchase had been distributed as or to cover REO Imputed
      Interest pursuant to Section 5.01 of this Agreement, (iii) any unreimbursed
      Servicing Advances and P&I Advances (including Nonrecoverable P&I
      Advances and Nonrecoverable Servicing Advances) and any unpaid Servicing Fees
      allocable to such Mortgage Loan or REO Property and (iv) in the case of a
      Mortgage Loan required to be purchased pursuant to Section 2.03 of this
      Agreement, expenses reasonably incurred or to be incurred by the related
      Servicer or the Trustee in respect of the breach or defect giving rise to the
      purchase obligation and any costs and damages incurred by the Trust Fund and
      the
      Trustee in connection with any violation by any such Mortgage Loan of any
      predatory or abusive lending law.

     

    “QIB”:
      As
      defined in Section 6.01(c).

     

    
      
        
        

      

      
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    “Qualified
      Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
      Loan pursuant to the terms of this Agreement which must, on the date of such
      substitution, (i) have an outstanding principal balance, after application
      of
      all scheduled payments of principal and interest due during or prior to the
      month of substitution, not in excess of the Scheduled Principal Balance of
      the
      Deleted Mortgage Loan as of the Due Date in the calendar month during which
      the
      substitution occurs, (ii) have a Mortgage Rate not less than (and not more
      than
      one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
      Loan, (iii) have a remaining term to maturity not greater than (and not more
      than one year less than) that of the Deleted Mortgage Loan, (iv) have the same
      Due Date as the Due Date on the Deleted Mortgage Loan, (v) have a Loan-to-Value
      Ratio as of the date of substitution equal to or lower than the Loan-to-Value
      Ratio of the Deleted Mortgage Loan as of such date, (vi) be secured by the
      same
      lien priority on the related Mortgaged Property as the Deleted Mortgage Loan,
      (vii) have a credit grade at least equal to the credit grading assigned on
      the
      Deleted Mortgage Loan, (viii) be a “qualified mortgage” as defined in the REMIC
      Provisions and (ix) conform to each representation and warranty set forth in
      Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted
      Mortgage Loan. In the event that one or more mortgage loans are substituted
      for
      one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
      shall be determined on the basis of aggregate principal balances, the Mortgage
      Rates described in clause (ii) hereof shall be determined on the basis of
      weighted average Mortgage Rates, the terms described in clause (vii) hereof
      shall be determined on the basis of weighted average remaining term to maturity,
      the Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied
      as
      to each such mortgage loan, the credit grades described in clause (x) hereof
      shall be satisfied as to each such mortgage loan and, except to the extent
      otherwise provided in this sentence, the representations and warranties
      described in clause (xiii) hereof must be satisfied as to each Qualified
      Substitute Mortgage Loan or in the aggregate, as the case may be.

     

    “Rate/Term
      Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not more
      than a nominal amount in excess of the existing first mortgage loan and any
      subordinate mortgage loan on the related Mortgaged Property and related closing
      costs, and were used exclusively (except for such nominal amount) to satisfy
      the
      then existing first mortgage loan and any subordinate mortgage loan of the
      Mortgagor on the related Mortgaged Property and to pay related closing
      costs.

     

    “Rating
      Agency or Rating Agencies”: Moody’s, S&P and DBRS or their successors. If
      such agencies or their successors are no longer in existence, “Rating Agencies”
shall be such nationally recognized statistical rating agencies, or other
      comparable Persons, designated by the Depositor, notice of which designation
      shall be given to the Trustee and the Servicers.

     

    “Realized
      Loss”: With respect to each Mortgage Loan as to which a Final Recovery
      Determination has been made, an amount (not less than zero), as reported by
      the
      related Servicer to the Master Servicer (in substantially the form of Schedule
      4
      hereto), equal to (i) the unpaid principal balance of such Mortgage Loan as
      of
      the commencement of the calendar month in which the Final Recovery Determination
      was made, plus (ii) accrued interest from the Due Date as to which interest
      was
      last paid by the Mortgagor through the end of the calendar month in which such
      Final Recovery Determination was made, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on such Mortgage Loan and (B) on a principal amount
      equal to the Scheduled Principal Balance of such Mortgage Loan as of the close
      of business on the Distribution Date during such calendar month, plus (iii)
      any
      amounts previously withdrawn from the Collection Account or the Custodial
      Account in respect of such Mortgage Loan pursuant to Section 3.09(a)(ix)
      and Section 3.13(b) of this Agreement or pursuant to corresponding sections
      of the Servicing Agreement, minus (iv) the proceeds, if any, received in respect
      of such Mortgage Loan during the calendar month in which such Final Recovery
      Determination was made, net of amounts that are payable therefrom to the related
      Servicer with respect to such Mortgage Loan pursuant to
      Section 3.09(a)(iii) of this Agreement or pursuant to the Servicing
      Agreement.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the unpaid principal balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Scheduled Principal Balance of the related Mortgage Loan
      as
      of the close of business on the Distribution Date during such calendar month,
      plus (iii) REO Imputed Interest for such REO Property for each calendar month
      commencing with the calendar month in which such REO Property was acquired
      and
      ending with the calendar month in which such Final Recovery Determination was
      made, plus (iv) any amounts previously withdrawn from the Collection Account
      or
      the Custodial Account in respect of the related Mortgage Loan pursuant to
      Section 3.09(a)(ix) and Section 3.13(b) of this Agreement or pursuant
      to corresponding sections of the Servicing Agreement, minus (v) the aggregate
      of
      all P&I Advances and Servicing Advances (in the case of Servicing Advances,
      without duplication of amounts netted out of the rental income, Insurance
      Proceeds and Liquidation Proceeds described in clause (vi) below) made by the
      related Servicer in respect of such REO Property or the related Mortgage Loan
      for which the related Servicer has been or, in connection with such Final
      Recovery Determination, will be reimbursed pursuant to Section 3.21 of this
      Agreement or pursuant to the Servicing Agreement out of rental income, Insurance
      Proceeds and Liquidation Proceeds received in respect of such REO Property,
      minus (vi) the total of all net rental income, Insurance Proceeds and
      Liquidation Proceeds received in respect of such REO Property that has been,
      or
      in connection with such Final Recovery Determination, will be transferred to
      the
      Distribution Account pursuant to Section 3.21 of this Agreement or pursuant
      to the Servicing Agreement.

     

    With
      respect to each Mortgage Loan which has become the subject of a Deficient
      Valuation, the difference between the principal balance of the Mortgage Loan
      outstanding immediately prior to such Deficient Valuation and the principal
      balance of the Mortgage Loan as reduced by the Deficient Valuation.

     

    With
      respect to each Mortgage Loan which has become the subject of a Debt Service
      Reduction, the portion, if any, of the reduction in each affected Monthly
      Payment attributable to a reduction in the Mortgage Rate imposed by a court
      of
      competent jurisdiction. Each such Realized Loss shall be deemed to have been
      incurred on the Due Date for each affected Monthly Payment.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    To
      the
      extent the related Servicer receives Subsequent Recoveries, with respect to
      any
      Mortgage Loan, the amount of Realized Loss with respect to that Mortgage Loan
      will be reduced to the extent such recoveries are applied to reduce the
      Certificate Principal Balance of any Class of Certificates on any Distribution
      Date.

     

    “Record
      Date”: With
      respect to each Distribution Date and the Class A Certificates, the Business
      Day
      immediately preceding such Distribution Date for so long as such Certificates
      are Book-Entry Certificates. With
      respect to each Distribution Date and the Subordinate Certificates, the last
      Business Day of the month immediately preceding the month in which such
      Distribution Date occurs for so long as such Certificates are Book-Entry
      Certificates. With respect to each Distribution Date and any other Class of
      Certificates, including any Definitive Certificates, the last day of the
      calendar month immediately preceding the month in which such Distribution Date
      occurs.

     

    “Reference
      Banks”: Barclays Bank PLC, The Tokyo Mitsubishi Bank and National Westminster
      Bank PLC and their successors in interest; provided, however, that if any of
      the
      foregoing banks are not suitable to serve as a Reference Bank, then any leading
      banks selected by the Securities Administrator which are engaged in transactions
      in Eurodollar deposits in the International Eurocurrency market (i) with an
      established place of business in London, (ii) not controlling, under the control
      of or under common control with the Depositor or any Affiliate thereof and
      (iii)
      which have been designated as such by the Securities Administrator.

     

    “Refinanced
      Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
      the related Mortgaged Property.

     

    “Regular
      Certificate”: Any Class A Certificate or Subordinate Certificate.

     

    “Regular
      Interest”: A “regular interest” in a REMIC within the meaning of
      Section 860G(a)(1) of the Code.

     

    “Regulation
      AB”: Means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
      §§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    “Regulation
      S Temporary Global Certificate”: As defined in
      Section 6.01(c).

     

    “Regulation
      S Permanent Global Certificate”: As defined in
      Section 6.01(c).

     

    “Release
      Date”: The fortieth (40th) day after the later of (i) commencement of the
      offering of the Certificates and (ii) the Closing Date.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    “Relevant
      Servicing Criteria”: Means the Servicing Criteria applicable to the various
      parties, as set forth on Exhibit E attached hereto. For clarification purposes,
      multiple parties can have responsibility for the same Relevant Servicing
      Criteria. With respect to a Servicing Function Participant engaged by the Master
      Servicer, the Securities Administrator, the Trustee or a Servicer, the term
      “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing
      Criteria applicable to such parties.

     

    “Relief
      Act”: The Servicemembers Civil Relief Act, as amended, or similar state
      laws.

     

    “Relief
      Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
      Loan, any reduction in the amount of interest collectible on such Mortgage
      Loan
      for the most recently ended Due Period as a result of the application of the
      Relief Act.

     

    “REMIC”:
      A “real estate mortgage investment conduit” within the meaning of
      Section 860D of the Code.

     

    “REMIC
      I”: The segregated pool of assets subject hereto, constituting the primary trust
      created hereby and to be administered hereunder, with respect to which a REMIC
      election is to be made, consisting of: (i) such Mortgage Loans as from time
      to
      time are subject to this Agreement, together with the Mortgage Files relating
      thereto, and together with all collections thereon and proceeds thereof; (ii)
      any REO Property, together with all collections thereon and proceeds thereof;
      (iii) the Trustee’s rights with respect to the Mortgage Loans under all
      insurance policies required to be maintained pursuant to this Agreement and
      any
      proceeds thereof; (iv) the Depositor’s rights under the Mortgage Loan Purchase
      Agreement, the Assignment Agreement and the Servicing Agreement (including
      any
      security interest created thereby); and (v) the Collection Account, the
      Custodial Account, the Distribution Account and any REO Account, and such assets
      that are deposited therein from time to time and any investments thereof,
      together with any and all income, proceeds and payments with respect thereto.
      Notwithstanding the foregoing, however, REMIC I specifically excludes (i) all
      payments and other collections of principal and interest due on the Mortgage
      Loans on or before the Cut-off; (ii) the Class A Swap Agreement; and (iii)
      the
      Supplemental Interest Trust.

     

    “REMIC
      I
      Regular Interest”: Any of the separate non-certificated beneficial ownership
      interests in REMIC I issued hereunder and designated as a “regular interest” in
      REMIC I. Each REMIC I Regular Interest shall accrue interest at the related
      REMIC I Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto. The designations for the respective REMIC I
      Regular Interests are set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      I
      Remittance Rate”:
      With
      respect to REMIC I Regular Interest IA, a per annum rate equal the weighted
      average Net Mortgage Rate (weighted based on the principal balances of the
      Mortgage Loans as of the last day of the immediately preceding due period (or
      as
      of the Cut-off Date with respect to the first Distribution Date), after giving
      effect to principal prepayments received during the related Prepayment Period).
      With respect to each REMIC I Regular Interest ending with the designation “A”, a
      per annum rate equal the weighted average Net Mortgage Rate (weighted based
      on
      the principal balances of the Mortgage Loans as of the last day of the
      immediately preceding due period (or as of the Cut-off Date with respect to
      the
      first Distribution Date), after giving effect to principal prepayments received
      during the related Prepayment Period), multiplied by 2, subject to a maximum
      rate of 10.4400%.
      With
      respect to each REMIC I Regular Interest ending with the designation “B”, the
      greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied
      by the weighted average Net Mortgage Rate (weighted based on the principal
      balances of the Mortgage Loans as of the last day of the immediately preceding
      due period (or as of the Cut-off Date with respect to the first Distribution
      Date), after giving effect to principal prepayments received during the related
      Prepayment Period), over (ii) 10.4400% and (y) 0.00%. 

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    “REMIC
      II”: The segregated pool of assets consisting of all of the REMIC I Regular
      Interests conveyed in trust to the Trustee, for the benefit of the REMIC II
      Regular Interests pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    “REMIC
      II
      Regular Interest”: Any of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a “regular interest” in
      REMIC II. Each REMIC II Regular Interest shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto. The designations for the respective REMIC II
      Regular Interests are set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      II
      Regular Interest A-1”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest A-1 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest A-2”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest A-2 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest IO”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest IO shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time and shall not be entitled
      to distributions of principal. 

     

    “REMIC
      II
      Regular Interest B-1”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest B-1 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    “REMIC
      II
      Regular Interest B-2”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest B-2 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest B-3”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest B-3 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest B-4”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest B-4 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest B-5”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest B-5 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Regular Interest B-6”: One of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a Regular Interest
      in
      REMIC II. REMIC II Regular Interest B-6 shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time, and shall be entitled
      to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Balance as set forth in
      the
      Preliminary Statement hereto.

     

    “REMIC
      II
      Remittance Rate”: With respect to REMIC II Regular Interest A-2, REMIC II
      Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest
      B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5, and REMIC
      II
      Regular Interest B-6, a per annum rate (but not less than zero) equal to the
      REMIC I Remittance Rate for REMIC I Regular Interest IA. 

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    REMIC
      II
      Regular Interest A-1, a per annum rate (but not less than zero) equal to the
      weighted average of: (x) with respect to REMIC I Regular Interests ending with
      the designation “B”, the weighted average of the REMIC I Remittance Rates for
      such REMIC I Regular Interests, weighted on the basis of the Uncertificated
      Balances of each such REMIC I Regular Interest for each such Distribution Date
      and (y) with respect to REMIC I Regular Interests ending with the designation
      “A”, for each Distribution Date listed below, the weighted average of the rates
      listed below for such REMIC I Regular Interests listed below, weighted on the
      basis of the Uncertificated Balances of each such REMIC I Regular Interest
      for
      each such Distribution Date:

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1

            	 	
              I-1-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	 	 	 
	
              2

            	 	
              I-2-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              3

            	 	
              I-3-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              5

            	 	
              I-4-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              5

            	 	
              I-5-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              6

            	 	
              I-6-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              I-7-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              8

            	 	
              I-8-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              9

            	 	
              I-9-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              10

            	 	
              I-10-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              11

            	 	
              I-11-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              12

            	 	
              I-12-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              13

            	 	
              I-13-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              REMIC
                I Remittance Rate

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            


    

    
      	
              14

            	 	
              I-14-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              15

            	 	
              I-15-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              16

            	 	
              I-16-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              17

            	 	
              I-17-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              18

            	 	
              I-18-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              19

            	 	
              I-19-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              20

            	 	
              I-20-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              21

            	 	
              I-21-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              22

            	 	
              I-22-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              23

            	 	
              I-23-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              24

            	 	
              I-24-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              25

            	 	
              I-25-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              26

            	 	
              I-26-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              27

            	 	
              I-27-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              28

            	 	
              I-28-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-27-A

            	 	
              REMIC
                I Remittance Rate

            


    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            


    

    
      	
              29

            	 	
              I-29-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              30

            	 	
              I-30-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              31

            	 	
              I-31-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              32

            	 	
              I-32-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              33

            	 	
              I-33-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              34

            	 	
              I-34-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              35

            	 	
              I-35-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              36

            	 	
              I-36-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              37

            	 	
              I-37-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              38

            	 	
              I-38-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              39

            	 	
              I-39-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              40

            	 	
              I-40-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-39-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              41

            	 	
              I-41-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-40-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              42

            	 	
              I-42-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-41-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              43

            	 	
              I-43-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-42-A

            	 	
              REMIC
                I Remittance Rate

            


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            


    

    
      	
              44

            	 	
              I-44-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-43-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              45

            	 	
              I-45-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-44-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              46

            	 	
              I-46-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-45-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              47

            	 	
              I-47-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              48

            	 	
              I-48-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-47-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              I-49-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              50

            	 	
              I-50-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-49-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              51

            	 	
              I-51-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-50-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              52

            	 	
              I-52-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-51-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              53

            	 	
              I-53-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              54

            	 	
              I-54-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-53-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              55

            	 	
              I-55-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              56

            	 	
              I-56-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-55-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              57

            	 	
              I-57-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-56-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              58

            	 	
              I-58-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-57-A

            	 	
              REMIC
                I Remittance Rate

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            


    

    
      	
              59

            	 	
              I-59-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-58-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              I-60-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-59-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              61

            	 	
              I-61-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-60-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              62

            	 	
              I-62-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-61-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              63

            	 	
              I-63-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-62-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              64

            	 	
              I-64-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-63-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              65

            	 	
              I-65-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-64-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              66

            	 	
              I-66-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-65-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              67

            	 	
              I-67-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-66-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              68

            	 	
              I-68-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-67-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              69

            	 	
              I-69-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-68-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              70

            	 	
              I-70-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-69-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              71

            	 	
              I-71-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-70-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              72

            	 	
              I-72-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-71-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              73

            	 	
              I-73-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-72-A

            	 	
              REMIC
                I Remittance Rate

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            


    

    
      	
              74

            	 	
              I-74-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-73-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              75

            	 	
              I-75-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-74-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              76

            	 	
              I-76-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-75-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              77

            	 	
              I-77-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-76-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              78

            	 	
              I-78-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-77-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              79

            	 	
              I-79-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-78-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              80

            	 	
              I-80-A
                and I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              81

            	 	
              I-81-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-80-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              82

            	 	
              I-82-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-81-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              83

            	 	
              I-83-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-82-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              84

            	 	
              I-84-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-83-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              85

            	 	
              I-85-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              86

            	 	
              I-86-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-85-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              87

            	 	
              I-87-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-86-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              88

            	 	
              I-88-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-87-A

            	 	
              REMIC
                I Remittance Rate

            


    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            


    

    
      	
              89

            	 	
              I-89-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-88-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              90

            	 	
              I-90-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-89-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              91

            	 	
              I-91-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-90-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              92

            	 	
              I-92-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-91-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              93

            	 	
              I-93-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-92-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              94

            	 	
              I-94-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-93-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              95

            	 	
              I-95-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-94-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              96

            	 	
              I-96-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-95-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              97

            	 	
              I-97-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-96-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              98

            	 	
              I-98-A
                through I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-97-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              99

            	 	
              I-99-A
                and I-100-A

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-98-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              100

            	 	
              I-100-A
                

            	 	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	
              I-1-A
                through I-99-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              thereafter

            	 	
              I-1-A
                through I-100-A

            	 	
              REMIC
                I Remittance Rate

            


    

     

    With
      respect to REMIC II Regular Interest IO, and (i) the 1st
      Distribution Date through the 100th
      Distribution Date, the excess of (x) the weighted average of the REMIC I
      Remittance Rates for REMIC I Regular Interests including the designation “A”,
      over (y) 2 multiplied by Swap LIBOR and (iii) thereafter, 0.00%. 

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    “REMIC
      III”: The segregated pool of assets consisting of all of the REMIC II Regular
      Interests conveyed in trust to the Trustee, for the benefit of the REMIC III
      Regular Interests pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    “REMIC
      III Certificate”: Any Regular Certificate or Class R Certificate.

     

    “REMIC
      III Certificateholder”: The Holder of any REMIC III Certificate.

     

    “REMIC
      Provisions”: Provisions of the federal income tax law relating to real estate
      mortgage investment conduits, which appear at Section 860A through 860G of
      the Code, and related provisions, and proposed, temporary and final regulations
      and published rulings, notices and announcements promulgated thereunder, as
      the
      foregoing may be in effect from time to time.

     

    “REMIC
      Regular Interest”: Any REMIC I Regular Interest or REMIC II Regular
      Interest.

     

    “REMIC
      Remittance Rate”: The REMIC I Remittance Rate or the REMIC II Remittance
      Rate.

     

    “Remittance
      Report”: A report by Wells Fargo pursuant to Section 5.03(a) of this
      Agreement or by GMACM pursuant to the Servicing Agreement.

     

    “Rents
      from Real Property”: With respect to any REO Property, gross income of the
      character described in Section 856(d) of the Code as being included in the
      term “rents from real property.”

     

    “REO
      Account”: The account or accounts maintained, or caused to be maintained, by
      Wells Fargo in respect of an REO Property pursuant to Section 3.21 of this
      Agreement or by GMACM pursuant to the Servicing Agreement.

     

    “REO
      Disposition”: The sale or other disposition of an REO Property on behalf of
      REMIC I.

     

    “REO
      Imputed Interest”: As to any REO Property, for any calendar month during which
      such REO Property was at any time part of REMIC I, one month’s interest at the
      applicable Net Mortgage Rate on the Scheduled Principal Balance of such REO
      Property (or, in the case of the first such calendar month, of the related
      Mortgage Loan, if appropriate) as of the close of business on the Distribution
      Date in such calendar month.

     

    “REO
      Principal Amortization”: With respect to any REO Property, for any calendar
      month, the excess, if any, of (a) the aggregate of all amounts received in
      respect of such REO Property during such calendar month, whether in the form
      of
      rental income, sale proceeds (including, without limitation, that portion of
      the
      Termination Price paid in connection with a purchase of all of the Mortgage
      Loans and REO Properties pursuant to Section 10.01 of this Agreement that
      is allocable to such REO Property) or otherwise, net of any portion of such
      amounts (i) payable in respect of the proper operation, management and
      maintenance of such REO Property or (ii) payable or reimbursable to Wells Fargo
      pursuant to Section 3.21(d) of this Agreement or GMACM pursuant to the
      Servicing Agreement for unpaid Servicing Fees in respect of the related Mortgage
      Loan and unreimbursed Servicing Advances and P&I Advances in respect of such
      REO Property or the related Mortgage Loan, over (b) the REO Imputed Interest
      in
      respect of such REO Property for such calendar month.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    “REO
      Property”: A Mortgaged Property acquired by Wells Fargo or its nominee on behalf
      of REMIC I through foreclosure or deed-in-lieu of foreclosure, as described
      in
      Section 3.21 of this Agreement or GMACM pursuant to the Servicing
      Agreement.

     

    “Reportable
      Event”: Has the meaning set forth in Section 5.06(b) of this
      Agreement.

     

    “Reserve
      Interest Rate”: With respect to any Interest Determination Date, the rate per
      annum that the Securities Administrator determines to be either (i) the
      arithmetic mean (rounded upwards if necessary to the nearest whole multiple
      of
      1/16%) of the one-month U.S. dollar lending rates which New York City banks
      selected by the Securities Administrator, after consultation with the Depositor,
      are quoting on the relevant Interest Determination Date to the principal London
      offices of leading banks in the London interbank market or (ii) in the event
      that the Securities Administrator can determine no such arithmetic mean, the
      lowest one-month U.S. dollar lending rate which New York City banks selected
      by
      the Securities Administrator are quoting on such Interest Determination Date
      to
      leading European banks.

     

    “Residential
      Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
      detached two- to four-family dwelling, (iii) a one-family dwelling unit in
      a
      Fannie Mae eligible condominium project, (iv) a detached one-family dwelling
      in
      a planned unit development or (v) a townhouse, none of which is a co-operative
      or mobile home.

     

    “Residual
      Certificate”: Any one of the Class R Certificates.

     

    “Residual
      Interest”: The sole class of “residual interests” in a REMIC within the meaning
      of Section 860G(a)(2) of the Code.

     

    “Responsible
      Officer”: When used with respect to the Trustee, any officer of the Trustee
      having direct responsibility for the administration of this Agreement and,
      with
      respect to a particular matter, to whom such matter is referred because of
      such
      officer’s knowledge of and familiarity with the particular subject.

     

    “Reuters
      Screen LIBOR01 Page”: The display page currently so designated on the Reuters
      Monitor Money Rates Service (or such other page as may replace that page on
      that
      service for the purpose of displaying comparable rates or prices).

     

    “Rule
      144A”: As defined in Section 6.01(c).

     

    “S&P”:
      Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies,
      Inc.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    “Sarbanes-Oxley
      Act”: Means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the
      Commission promulgated thereunder (including any interpretations thereof by
      the
      Commission’s staff). 

     

    “Sarbanes-Oxley
      Certification”: A written certification signed by an officer of the Master
      Servicer that complies with (i) the Sarbanes-Oxley Act, as amended from time
      to
      time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from
      time to time; provided that if, after the Closing Date (a) the Sarbanes-Oxley
      Act is amended, (b) the Rules referred to in clause (ii) are modified or
      superseded by any subsequent statement, rule or regulation of the Commission
      or
      any statement of a division thereof, or (c) any future releases, rules and
      regulations are published by the Commission from time to time pursuant to the
      Sarbanes-Oxley Act, which in any such case affects the form or substance of
      the
      required certification and results in the required certification being, in
      the
      reasonable judgment of the Master Servicer, materially more onerous that then
      form of the required certification as of the Closing Date, the Sarbanes-Oxley
      Certification shall be as agreed to by the Master Servicer, the Depositor and
      the Sponsor following a negotiation in good faith to determine how to comply
      with any such new requirements.

     

    “Scheduled
      Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
      Date, the outstanding principal balance of such Mortgage Loan as of such date,
      net of the principal portion of all unpaid Monthly Payments, if any, due on
      or
      before such date; (b) as of any Due Date subsequent to the Cut-off Date, up
      to
      and including the Due Date in the calendar month in which a Liquidation Event
      occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
      of
      such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
      portion of each Monthly Payment due on or before such Due Date but subsequent
      to
      the Cut-off Date, whether or not received, (ii) all Principal Prepayments
      received before such Due Date but after the Cut-off Date, (iii) the principal
      portion of all Liquidation Proceeds and Insurance Proceeds received before
      such
      Due Date but after the Cut-off Date, net of any portion thereof that represents
      principal due (without regard to any acceleration of payments under the related
      Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
      which such proceeds were received and (iv) any Realized Loss incurred with
      respect thereto as a result of a Deficient Valuation occurring before such
      Due
      Date, but only to the extent such Realized Loss represents a reduction in the
      portion of principal of such Mortgage Loan not yet due (without regard to any
      acceleration of payments under the related Mortgage and Mortgage Note) as of
      the
      date of such Deficient Valuation; and (c) as of any Due Date subsequent to
      the
      occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
      With
      respect to any REO Property: (a) as of any Due Date subsequent to the date
      of
      its acquisition on behalf of the Trust Fund up to and including the Due Date
      in
      the calendar month in which a Liquidation Event occurs with respect to such
      REO
      Property, an amount (not less than zero) equal to the Scheduled Principal
      Balance of the related Mortgage Loan as of the Due Date in the calendar month
      in
      which such REO Property was acquired, minus the aggregate amount of REO
      Principal Amortization, if any, in respect of REO Property for all previously
      ended calendar months; and (b) as of any Due Date subsequent to the occurrence
      of a Liquidation Event with respect to such REO Property, zero.

     

    “Securities
      Act”: The Securities Act of 1933, as amended and the rules and regulations
      thereunder.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    “Securities
      Administrator”: As of the Closing Date, Wells Fargo Bank, National Association
      and thereafter, its respective successors in interest that meet the
      qualifications of this Agreement. The Securities Administrator and the Master
      Servicer shall at all times be the same Person or Affiliates.

     

    “Senior
      Certificates”: The Class A Certificates. 

     

    “Senior
      Interest Distribution Amount”: With respect to any Distribution Date, an amount
      equal to the aggregate amount of Monthly Payments of interest received or
      advanced on the Mortgage Loans during the related Due Period net of the
      Administration Fees plus any amounts in respect of Prepayment Interest
      Shortfalls payable by the Servicers or the Master Servicer minus the Subordinate
      Interest Distribution Amount for such Distribution Date.

     

    “Senior
      Interest Shortfall Amount”: With respect to any Distribution Date and a class of
      Senior Certificates, the amount by which the Accrued Certificate Interest
      payable to such Class of Senior Certificates on such Distribution Date exceeds
      the Available Distribution Amount.

     

    “Senior
      Liquidation Amount”: With respect to any Distribution Date, for each Mortgage
      Loan which became a Liquidated Loan during the calendar month preceding the
      month of such Distribution Date, the aggregate of the lesser of (1) the Senior
      Percentage of the principal balance of such Mortgage Loan and (2) the Senior
      Prepayment Percentage of the Liquidation Principal with respect to such Mortgage
      Loan.

     

    “Senior
      Percentage”: With respect to any Distribution Date, the percentage equivalent of
      a fraction, not less than zero, the numerator of which is the aggregate
      Certificate Principal Balance of the Senior Certificates immediately prior
      to
      such Distribution Date, and the denominator of which is the sum of the principal
      balances of the Mortgage Loans as of the first day of the related Due Period.
      

     

    “Senior
      Prepayment Percentage”: With respect to any Distribution Date occurring during
      the five years beginning on the first Distribution Date, 100%, and for any
      Distribution Date occurring on or after the fifth anniversary of the first
      Distribution Date will be as follows: for any Distribution Date in the first
      year thereafter, the Senior Percentage plus 70% of the Subordinate Percentage
      for the Distribution Date; for any Distribution Date in the second year
      thereafter, the Senior Percentage plus 60% of the Subordinate Percentage for
      the
      Distribution Date; for any Distribution Date in the third year thereafter,
      the
      Senior Percentage plus 40% of the Subordinate Percentage for the Distribution
      Date; for any Distribution Date in the fourth year thereafter, the Senior
      Percentage plus 20% of the Subordinate Percentage for the Distribution Date;
      and
      for any Distribution Date thereafter, the Senior Percentage for the Distribution
      Date (unless on any Distribution Date the Senior Percentage exceeds the initial
      Senior Percentage as of the Closing Date, in which case the Senior Prepayment
      Percentage for such Distribution Date will once again equal 100%).

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, the Senior Prepayment Percentage will equal 100% unless both
      of
      the step down conditions listed below are satisfied with respect to all of
      the
      Mortgage Loans:

     

    (a) the
      aggregate principal balance of all of the Mortgage Loans delinquent 60 days
      or
      more (including any Mortgage Loans in foreclosure, real estate owned by the
      Trust Fund and Mortgage Loans the Mortgagors of which are in bankruptcy)
      (averaged over the preceding six month period), as a percentage of (i) if such
      date is on or prior to a Senior Termination Date, the Subordinate Percentage
      of
      the aggregate principal balance of the Mortgage Loans, or (ii) if such date
      is
      after a Senior Termination Date, the aggregate Certificate Principal Balance
      of
      the Subordinate Certificates, is less than 50%; and

     

    (b) cumulative
      Realized Losses on the Mortgage Loans do not exceed:

     

    (i) for
      the
      Distribution Date on the fifth anniversary of the first Distribution Date,
      30%
      of (x) if such date is on or prior to a Senior Termination Date, the Subordinate
      Percentage of the aggregate principal balance of the Mortgage Loans as of the
      Cut-Off Date or (y) if such date is after a Senior Termination Date, the
      aggregate Certificate Principal Balance of the Subordinate Certificates as
      of
      the Closing Date;

     

    (ii) for
      the
      Distribution Date on the sixth anniversary of the first Distribution Date,
      35%
      of the original subordinate principal balance;

     

    (iii) for
      the
      Distribution Date on the seventh anniversary of the first Distribution Date,
      40%
      of the original subordinate principal balance;

     

    (iv) for
      the
      Distribution Date on the eighth anniversary of the first Distribution Date,
      45%
      of the original subordinate principal balance; and

     

    (v) for
      the
      Distribution Date on the ninth anniversary of the first Distribution Date,
      50%
      of the original subordinate principal balance. 

     

    “Senior
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of the following for that Distribution Date:

     

    (i) the
      Senior Percentage of the Principal Distribution Amount;

     

    (ii) the
      Senior Prepayment Percentage of the Principal Prepayment Amount;
      and

     

    (iii) the
      Senior Liquidation Amount.

     

    “Senior
      Termination Date”: The Distribution Date on which the Certificate Principal
      Balances of all of the Senior Certificates have been reduced to
      zero.

     

    “Servicer”:
      Wells Fargo or GMACM, or any successor thereto appointed hereunder in connection
      with the servicing and administration of the Mortgage Loans; provided, however
      then GMACM shall only be a Servicer of the related GMACM Mortgage Loans until
      the related Servicing Transfer Date.

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    “Servicer
      Event of Default”: One or more of the events described in Section 8.01(a)
      of this Agreement.

     

    “Servicer
      Remittance Date”: With respect to any Distribution Date and (A) Wells Fargo, the
      18th
      day of
      each month; provided that if the 18th day
      of a
      given month is not a Business Day, the Servicer Remittance Date shall be the
      immediately preceding Business Day and (B) GMACM, as set forth in the Servicing
      Agreement.

     

    “Servicer
      Report”: A report (substantially in the form of Schedule 5 hereto) or otherwise
      in form and substance acceptable to the Master Servicer and Securities
      Administrator on an electronic data file or tape prepared by the related
      Servicer pursuant to Section 5.03(a) of this Agreement or pursuant to the
      Servicing Agreement, as applicable, with such additions, deletions and
      modifications as agreed to by the Master Servicer, the Securities Administrator
      and the related Servicer.

     

    “Service(s)(ing)”:
      Means, in accordance with Regulation AB, the act of servicing and administering
      the Mortgage Loans or any other assets of the Trust by an entity that meets
      the
      definition of “servicer” set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in Item 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

    “Servicing
      Advances”: The customary and reasonable “out-of-pocket” costs and expenses
      incurred prior to or on or after the Cut-off Date (the amounts incurred prior
      to
      the Cut-off Date shall be identified on the Servicing Advance Schedule by (a)
      a
      Servicer with respect to any Mortgage Loans that were transferred to such
      Servicer prior to the Cut-off Date and/or (b) the Depositor with respect to
      any
      Mortgage Loans that were transferred to a Servicer after the Cut-off Date,
      as
      applicable) by such Servicer in connection with a default, delinquency or other
      unanticipated event by such Servicer in the performance of its servicing
      obligations, including, but not limited to, the cost of (i) the preservation,
      restoration and protection of a Mortgaged Property, (ii) any enforcement or
      judicial proceedings, including but not limited to foreclosures, in respect
      of a
      particular Mortgage Loan, including any expenses incurred in relation to any
      such proceedings that result from the Mortgage Loan being registered on the
      MERS® System, (iii) the management (including reasonable fees in connection
      therewith) and liquidation of any REO Property, (iv) the performance of its
      obligations under Section 3.01, Section 3.07, Section 3.11,
      Section 3.13 and Section 3.22 of this Agreement or the similar
      provisions of the Servicing Agreement, as applicable; (v) refunding to any
      Mortgagor the portion of any prepaid origination fees or finance charges that
      are subject to reimbursement upon a principal prepayment of the related Mortgage
      Loan to the extent such refund is required by applicable law; and (vi) obtaining
      any legal documentation required to be included in the Mortgage File and/or
      correcting any outstanding title issues (i.e., any lien or encumbrance on the
      Mortgaged Property that prevents the effective enforcement of the intended
      lien
      position) reasonably necessary for the related Servicer to perform its
      obligations under this Agreement. Servicing Advances also include any reasonable
      “out-of-pocket” cost and expenses (including legal fees) incurred by the related
      Servicer in connection with executing and recording instruments of satisfaction,
      deeds of reconveyance or Assignments to the extent not recovered from the
      Mortgagor or otherwise payable under this Agreement. No Servicer shall be
      required to make any Nonrecoverable Servicing Advances.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    “Servicing
      Advance Schedule”: With respect to any Servicing Advances incurred prior to the
      Cut-off Date, the schedule or schedules provided by (a) a Servicer with respect
      to any Mortgage Loans that were transferred to such Servicer prior to the
      Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans that
      were transferred to a Servicer after the Cut-off Date, as applicable, to the
      Master Servicer and, if such schedule is provided by the Depositor, to such
      Servicer, on the date on which such Servicer seeks reimbursement for a Servicing
      Advance made by such Servicer, which schedule or schedules shall contain the
      information set forth on Schedule 6.

     

    “Servicing
      Agreement”: The Amended and Restated Servicing Agreement dated as of
      January 2, 2007, by and between the Sponsor and GMACM, as modified by the
      Assignment Agreement.

     

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

     

    “Servicing
      Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
      equal to one-twelfth of the product of the Servicing Fee Rate multiplied by
      the
      Scheduled Principal Balance of the Mortgage Loans as of the Due Date in the
      preceding calendar month. The Servicing Fee is payable solely from collections
      of interest on the Mortgage Loans, except as otherwise provided in Section
      3.09
      of this Agreement.

     

    “Servicing
      Fee Rate”: 0.25% per annum. 

     

    “Servicing
      Function Participant”: Means any Sub-Servicer, Subcontractor or any other
      Person, other than each Servicer, the Master Servicer, each Custodian, the
      Trustee and the Securities Administrator, that is determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, without regard to any threshold referenced therein.

     

    “Servicing
      Officer”: Any officer of the related Servicer or the Master Servicer involved
      in, or responsible for, the administration and servicing of the Mortgage Loans,
      whose name and specimen signature appear on a list of Servicing Officers
      furnished by the related Servicer or the Master Servicer to the Trustee, the
      Master Servicer (in the case of a Servicer), the Securities Administrator and
      the Depositor on the Closing Date, as such list may from time to time be
      amended.

     

    “Servicing
      Transfer Date”: With respect to (i) 39.09% of the GMACM Mortgage Loans,
      September 1, 2007, and (ii) the remaining GMACM Mortgage Loans, the date on
      which servicing of such Mortgage Loans may be transferred by the
      Sponsor.

     

    “Single
      Certificate”: With respect to any Class of Certificates (other than the Residual
      Certificates), a hypothetical Certificate of such Class evidencing a Percentage
      Interest for such Class corresponding to an initial Certificate Principal
      Balance of $1,000. With respect to the Residual Certificates, a hypothetical
      Certificate of such Class evidencing a 100% Percentage Interest in such Class.
      

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    “Special
      Hazard Coverage”: As of the Cut-off Date, $9,218,581.39. On each Anniversary,
      the Special Hazard Coverage will be reduced to an amount equal to the lesser
      of:

     

    
      	
            	(i)	
              the
                greatest of:

            


    

     

    
      	
            	(1)	
              the
                aggregate principal balance of the Mortgage Loans located in the
                California zip code containing the largest aggregate principal balance
                of
                the Mortgage Loans;

            


    

     

    
      	
            	(2)	
              1.00%
                of the aggregate Principal Balance of the Mortgage Loans;
                and

            


    

     

    
      	
            	(3)	
              twice
                the Principal Balance of the largest Mortgage Loan, calculated as
                of the
                Due Date in the immediately preceding month (after giving effect
                to all
                scheduled payments whether or not received);
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Special Hazard Coverage as of the Cut-off Date as reduced by the
                Special
                Hazard Losses allocated to the Certificates since the Cut-off
                Date.

            


    

     

    “Special
      Hazard Loss”: The occurrence of any direct physical loss or damage to a
      Mortgaged Property relating to a Liquidated Loan, as reported by the related
      Servicer, not covered by a standard hazard maintenance policy with extended
      coverage which is caused by or results from any cause except: (i) fire,
      lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
      commotion, vandalism, aircraft, vehicles, smoke, sprinkler leakage, except
      to
      the extent of that portion of the loss which was uninsured because of the
      application of a co-insurance clause of any insurance policy covering these
      perils; (ii) normal wear and tear, gradual deterioration, inherent vice or
      inadequate maintenance of all or part thereof; (iii) errors in design, faulty
      workmanship or materials, unless the collapse of the property or a part thereof
      ensues and then only for the ensuing loss; (iv) nuclear reaction or nuclear
      radiation or radioactive contamination, all whether controlled or uncontrolled
      and whether such loss be direct or indirect, proximate or remote or be in whole
      or in part caused by, contributed to or aggravated by a peril covered by this
      definition of Special Hazard Loss; (v) hostile or warlike action in time of
      peace or war, including action in hindering, combating or defending against
      an
      actual, impending or expected attack (a) by any government or sovereign power
      (dejure or defacto), or by an authority maintaining or using military, naval
      or
      air forces, (b) by military, naval or air forces, or (c) by an agent of any
      such
      government, power, authority or forces; (vi) any weapon of war employing atomic
      fission or radioactive force whether in time of peace or war; (vii)
      insurrection, rebellion, revolution, civil war, usurped power or action taken
      by
      governmental authority in hindering, combating or defending against such
      occurrence; or (viii) seizure or destruction under quarantine or customs
      regulations, or confiscation by order of any government or public
      authority.

     

    “Sponsor”:
      DB Structured Products, Inc. or its successor in interest, in its capacity
      as
      seller under the Mortgage Loan Purchase Agreement.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    “Startup
      Day”: With respect to each Trust REMIC, the day designated as such pursuant to
      Section 11.01(b) hereof.

     

    “Subcontractor”:
      Means any vendor, subcontractor or other Person that is not responsible for
      the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB (without regard to any threshold
      percentage specified therein) with respect to Mortgage Loans under the direction
      or authority of any Servicer (or a Sub-Servicer of any Servicer), the Master
      Servicer, the Trustee, the Custodian or the Securities
      Administrator.

     

    “Subordinate
      Amount”: As of any Date of Determination, the excess of the aggregate principal
      balance of the Mortgage Loans over the aggregate Certificate Principal Balance
      of the Senior Certificates.

     

    “Subordinate
      Certificate”: Any Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class
      B-6 Certificate.

     

    “Subordinate
      Interest Distribution Amount”: For any Distribution Date, an amount equal to the
      Accrued Certificate Interest for each Class of Subordinate Certificates for
      such
      Distribution Date.

     

    “Subordinate
      Liquidation Amount”: For a Distribution Date, the excess, if any, of (i) the
      aggregate Liquidation Principal for all Mortgage Loans which became Liquidated
      Loans during the related Prepayment Period, over (ii) the Senior Liquidation
      Amount for such Distribution Date.

     

    “Subordinate
      Pass-Through Rate”: With respect any Distribution Date and the Subordinate
      Certificates, an annual rate equal to the weighted average Net Mortgage Rate
      (weighted based on the principal balance of the Mortgage Loans as of the last
      day of the immediately preceding Due Period (or as of the Cut-off Date with
      respect to the first Distribution Date), after giving effect to principal
      prepayments received during the related Prepayment Period). For
      federal income tax purposes, for any Distribution Date with respect to the
      REMIC
      III Regular Interests the ownership which is represented by the Subordinate
      Certificates, the REMIC II Remittance Rate for the Corresponding REMIC II
      Regular Interest for such Distribution Date.

     

    “Subordinate
      Percentage”: For any Distribution Date, 100% minus the Senior Percentage for
      such Distribution Date. As of the Closing Date, the Subordinate Percentage
      will
      be 5.85%.

     

    “Subordinate
      Prepayment Percentage”: For any Distribution Date, 100% minus the Senior
      Prepayment Percentage for such Distribution Date. As of the Closing Date, the
      Subordinate Prepayment Percentage will be 0.00%.

     

    “Subordinate
      Principal Distribution Amount”: With respect to any Distribution Date, an amount
      equal to the sum of the following for that Distribution Date:

     

    
      	 	
              (i)

            	
              the
                Subordinate Percentage of the Principal Distribution
                Amount;

            


    

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (ii)

            	
              the
                Subordinate Principal Prepayment Amount;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                Subordinate Liquidation Amount.

            


    

     

    “Subordinate
      Principal Prepayment Amount”: For any Distribution Date, the Subordinate
      Prepayment Percentage of the Principal Prepayment Amount for such Distribution
      Date.

     

    “Subordination
      Level”: On any specified date and any Class of Subordinate Certificates, the
      percentage obtained by dividing: (1) the sum of the aggregate Certificate
      Principal Balances of all Subordinate Certificates which are subordinate in
      right of payment to such Class as of such date, before giving effect to
      distributions of principal or allocations of Realized Losses on the Mortgage
      Loans on such date; by (2) the sum of the aggregate Certificate Principal
      Balances of all Classes of Certificates as of such date, before giving effect
      to
      distributions of principal or allocations of Realized Losses on the Mortgage
      Loans on such date.

     

    “Subsequent
      Recoveries”: As of any Distribution Date, amounts received during the related
      Prepayment Period by the related Servicer specifically related to a defaulted
      Mortgage Loan or disposition of an REO Property prior to the related Prepayment
      Period that resulted in a Realized Loss, after the liquidation or disposition
      of
      such defaulted Mortgage Loan, net of any amounts reimbursable to such Servicer
      obtaining such recovery.

     

    “Sub-Servicer”:
      Means any Person that services Mortgage Loans on behalf of any Servicer and
      is
      responsible for the performance (whether directly or through sub-servicers
      or
      Subcontractors) of a substantial portion of the material servicing functions
      required to be performed under this Agreement or any related Sub-Servicing
      Agreement that is identified in Item 1122(d) of Regulation AB.

     

    “Sub-Servicing
      Agreement”: The written contract between the Servicer and a Sub-Servicer
      relating to servicing and administration of certain Mortgage Loans as provided
      in Section 3.02 of this Agreement or the Servicing Agreement, as
      applicable.

     

    “Substitution
      Shortfall Amount”: As defined in Section 2.03 of this
      Agreement.

     

    “Supplemental
      Interest Trust”: The corpus of a trust created pursuant to Section 5.07 of
      this Agreement and designated as the “Supplemental Interest Trust,” consisting
      of the Class A Swap Agreement, the Class IO Interest and the right to receive
      payments in respect of the Class IO Distribution Amount. For the avoidance
      of
      doubt, the Supplemental Interest Trust does not constitute a part of the Trust
      Fund.

     

    “Supplemental
      Interest Trust Trustee”: HSBC Bank USA, National Association a national banking
      association, or its successor in interest, or any successor supplemental
      interest trust trustee appointed as provided herein or in the Class A Swap
      Agreement provided.

     

    “Swap
      Collateral Account”: As defined in Section 5.09 hereof.

     

    “Swap
      LIBOR”: LIBOR as determined pursuant to the Class A Swap Agreement.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    “Swap
      Notional Amount”: For each Distribution Date, an amount equal to the lesser of
      (i) the Certificate Principal Balance of the Class A-1 Certificate immediately
      preceding such Distribution Date and (ii) the amount for such Distribution
      Date
      as set forth below:

     

    
      	
              Distribution
                Date

            	 	
              Swap
                Notional Amount ($)

            
	
              September
                2007

            	 	 	
              821,837,000.00

            
	
              October
                2007

            	
               

            	
               

            	
              819,974,597.30

            
	
              November
                2007

            	
               

            	
               

            	
              817,669,335.30

            
	
              December
                2007

            	
               

            	
               

            	
              814,922,058.02

            
	
              January
                2008

            	
               

            	
               

            	
              811,734,283.17

            
	
              February
                2008

            	
               

            	
               

            	
              808,108,205.05

            
	
              March
                2008

            	
               

            	
               

            	
              804,046,695.97

            
	
              April
                2008

            	
               

            	
               

            	
              799,553,305.84

            
	
              May
                2008

            	
               

            	
               

            	
              794,632,260.19

            
	
              June
                2008

            	
               

            	
               

            	
              789,288,456.29

            
	
              July
                2008

            	
               

            	
               

            	
              783,527,457.75

            
	
              August
                2008

            	
               

            	
               

            	
              777,355,487.13

            
	
              September
                2008

            	
               

            	
               

            	
              770,779,417.08

            
	
              October
                2008

            	
               

            	
               

            	
              763,806,759.47

            
	
              November
                2008

            	
               

            	
               

            	
              756,445,653.04

            
	
              December
                2008

            	
               

            	
               

            	
              748,704,849.17

            
	
              January
                2009

            	
               

            	
               

            	
              740,593,696.10

            
	
              February
                2009

            	
               

            	
               

            	
              732,122,121.39

            
	
              March
                2009

            	
               

            	
               

            	
              723,300,612.90

            
	
              April
                2009

            	
               

            	
               

            	
              714,140,198.11

            
	
              May
                2009

            	
               

            	
               

            	
              704,652,421.95

            
	
              June
                2009

            	
               

            	
               

            	
              694,849,323.22

            
	
              July
                2009

            	
               

            	
               

            	
              684,743,409.57

            
	
              August
                2009

            	
               

            	
               

            	
              674,347,631.20

            
	
              September
                2009

            	
               

            	
               

            	
              663,675,353.23

            
	
              October
                2009

            	
               

            	
               

            	
              652,740,327.03

            
	
              November
                2009

            	
               

            	
               

            	
              641,556,660.33

            
	
              December
                2009

            	
               

            	
               

            	
              630,138,786.41

            
	
              January
                2010

            	
               

            	
               

            	
              618,511,897.58

            
	
              February
                2010

            	
               

            	
               

            	
              607,080,726.13

            
	
              March
                2010

            	
               

            	
               

            	
              595,843,535.41

            
	
              April
                2010

            	
               

            	
               

            	
              584,797,084.56

            
	
              May
                2010

            	
               

            	
               

            	
              573,938,186.61

            
	
              June
                2010

            	
               

            	
               

            	
              563,263,707.62

            
	
              July
                2010

            	
               

            	
               

            	
              552,770,565.73

            
	
              August
                2010

            	
               

            	
               

            	
              542,455,730.38

            
	
              September
                2010

            	
               

            	
               

            	
              532,316,221.40

            
	
              October
                2010

            	
               

            	
               

            	
              522,349,108.20

            
	
              November
                2010

            	
               

            	
               

            	
              512,551,508.97

            
	
              December
                2010

            	
               

            	
               

            	
              502,920,589.82

            
	
              January
                2011

            	
               

            	
               

            	
              493,453,564.03

            


    

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Distribution
                  Date

              	 	
                Swap
                  Notional Amount ($)

              


      

    

    
      	
              February
                2011

            	
               

            	
               

            	
              484,147,691.28

            
	
              March
                2011

            	
               

            	
               

            	
              475,000,276.82

            
	
              April
                2011

            	
               

            	
               

            	
              466,008,670.77

            
	
              May
                2011

            	
               

            	
               

            	
              457,170,267.38

            
	
              June
                2011

            	
               

            	
               

            	
              448,482,504.24

            
	
              July
                2011

            	
               

            	
               

            	
              439,942,861.65

            
	
              August
                2011

            	
               

            	
               

            	
              431,548,861.82

            
	
              September
                2011

            	
               

            	
               

            	
              423,298,068.25

            
	
              October
                2011

            	
               

            	
               

            	
              415,188,085.02

            
	
              November
                2011

            	
               

            	
               

            	
              407,216,556.09

            
	
              December
                2011

            	
               

            	
               

            	
              399,381,164.69

            
	
              January
                2012

            	
               

            	
               

            	
              391,679,632.63

            
	
              February
                2012

            	
               

            	
               

            	
              384,109,719.69

            
	
              March
                2012

            	
               

            	
               

            	
              376,669,222.96

            
	
              April
                2012

            	
               

            	
               

            	
              369,355,976.25

            
	
              May
                2012

            	
               

            	
               

            	
              362,167,849.46

            
	
              June
                2012

            	
               

            	
               

            	
              355,102,748.00

            
	
              July
                2012

            	
               

            	
               

            	
              348,158,612.20

            
	
              August
                2012

            	
               

            	
               

            	
              341,333,416.71

            
	
              September
                2012

            	
               

            	
               

            	
              334,625,169.96

            
	
              October
                2012

            	
               

            	
               

            	
              328,271,496.15

            
	
              November
                2012

            	
               

            	
               

            	
              322,029,260.62

            
	
              December
                2012

            	
               

            	
               

            	
              315,896,575.35

            
	
              January
                2013

            	
               

            	
               

            	
              309,871,583.88

            
	
              February
                2013

            	
               

            	
               

            	
              303,952,460.74

            
	
              March
                2013

            	
               

            	
               

            	
              298,137,411.00

            
	
              April
                2013

            	
               

            	
               

            	
              292,424,669.71

            
	
              May
                2013

            	
               

            	
               

            	
              286,812,501.44

            
	
              June
                2013

            	
               

            	
               

            	
              281,299,199.73

            
	
              July
                2013

            	
               

            	
               

            	
              275,883,086.70

            
	
              August
                2013

            	
               

            	
               

            	
              270,562,512.49

            
	
              September
                2013

            	
               

            	
               

            	
              265,335,854.84

            
	
              October
                2013

            	
               

            	
               

            	
              260,275,919.07

            
	
              November
                2013

            	
               

            	
               

            	
              255,305,732.87

            
	
              December
                2013

            	
               

            	
               

            	
              250,423,762.84

            
	
              January
                2014

            	
               

            	
               

            	
              245,628,501.34

            
	
              February
                2014

            	
               

            	
               

            	
              240,918,466.00

            
	
              March
                2014

            	
               

            	
               

            	
              236,292,199.35

            
	
              April
                2014

            	
               

            	
               

            	
              231,748,268.40

            
	
              May
                2014

            	
               

            	
               

            	
              227,285,264.22

            
	
              June
                2014

            	
               

            	
               

            	
              222,901,801.54

            
	
              July
                2014

            	
               

            	
               

            	
              218,596,518.37

            
	
              August
                2014

            	
               

            	
               

            	
              214,368,075.60

            
	
              September
                2014

            	
               

            	
               

            	
              210,215,156.62

            
	
              October
                2014

            	
               

            	
               

            	
              206,272,253.47

            


    

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Distribution
                  Date

              	 	
                Swap
                  Notional Amount ($)

              


      

    

    
      	
              November
                2014

            	
               

            	
               

            	
              202,399,786.86

            
	
              December
                2014

            	
               

            	
               

            	
              198,596,538.13

            
	
              January
                2015

            	
               

            	
               

            	
              194,861,309.33

            
	
              February
                2015

            	
               

            	
               

            	
              191,192,922.79

            
	
              March
                2015

            	
               

            	
               

            	
              187,590,220.85

            
	
              April
                2015

            	
               

            	
               

            	
              184,052,065.50

            
	
              May
                2015

            	
               

            	
               

            	
              180,577,338.04

            
	
              June
                2015

            	
               

            	
               

            	
              177,164,938.76

            
	
              July
                2015

            	
               

            	
               

            	
              173,813,786.64

            
	
              August
                2015

            	
               

            	
               

            	
              170,522,819.01

            
	
              September
                2015

            	
               

            	
               

            	
              167,290,991.26

            
	
              October
                2015

            	
               

            	
               

            	
              164,236,247.76

            
	
              November
                2015

            	
               

            	
               

            	
              161,235,599.92

            
	
              December
                2015

            	
               

            	
               

            	
              158,288,110.23

            


    

    


    “Swap
      Provider”: The swap provider under the Class A Swap Agreement. Initially, the
      Swap Provider shall be Deutsche Bank AG, New York Branch.

     

    “Swap
      Provider Trigger Event”: A Swap Provider Trigger Event shall have occurred if
      any of the following has occurred: (i) an Event of Default under the Class
      A
      Swap Agreement with respect to which the Swap Provider is a Defaulting Party
      (as
      defined the Class A Swap Agreement), (ii) a Termination Event under the Class
      A
      Swap Agreement with respect to which the Swap Provider is the sole Affected
      Party (as defined in the Class A Swap Agreement) or (iii) an Additional
      Termination Event under the Class A Swap Agreement with respect to which the
      Swap Provider is the sole Affected Party.

     

    “Swap
      Termination Payment”: Upon the designation of an “Early Termination Date” as
      defined in the Class A Swap Agreement, the payment to be made by the Securities
      Administrator on behalf of the Supplemental Interest Trust Trustee from the
      Supplemental Interest Trust to the Swap Provider, or by the Swap Provider to
      the
      Supplemental Interest Trust, as applicable, pursuant to the terms of the Class
      A
      Swap Agreement.

     

    “Tax
      Returns”: The federal income tax return on Internal Revenue Service Form 1066,
      U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
      Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
      Taxable Income or Net Loss Allocation, or any successor forms, to be filed
      on
      behalf of the Trust REMICs under the REMIC Provisions, together with any and
      all
      other information reports or returns that may be required to be furnished to
      the
      Certificateholders or filed with the Internal Revenue Service or any other
      governmental taxing authority under any applicable provisions of federal, state
      or local tax laws.

     

    “Termination
      Price”: As defined in Section 10.01.

     

    “Transfer”:
      Any direct or indirect transfer, sale, pledge, hypothecation, or other form
      of
      assignment of any Ownership Interest in a Certificate.

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    “Transferee”:
      Any Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

    “Transferor”:
      Any Person who is disposing by Transfer of any Ownership Interest in a
      Certificate.

     

    “Transferred
      GMACM Mortgage Loan”: Any GMACM Mortgage Loan with respect to which servicing
      has transferred to Wells Fargo as of the related Servicing Transfer
      Date.

     

    “Trust”:
      MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-2, the trust
      created hereunder.

     

    “Trust
      Fund”: Collectively, all of the assets of REMIC I, REMIC II and REMIC III and
      any amounts on deposit therein and any proceeds thereof. For avoidance of doubt,
      the Trust Fund does not include the Supplemental Interest Trust.

     

    “Trust
      REMIC”: REMIC I, REMIC II or REMIC III.

     

    “Trustee”:
      HSBC Bank USA, National Association a national banking association, or its
      successor in interest, or any successor trustee appointed as herein
      provided.

     

    “Uncertificated
      Balance”: The amount of the REMIC Regular Interests outstanding as of any date
      of determination. As of the Closing Date, the Uncertificated Balance of each
      REMIC Regular Interest shall equal the amount set forth in the Preliminary
      Statement hereto as its initial uncertificated balance. On each Distribution
      Date, the Uncertificated Balance of the REMIC Regular Interest shall be reduced
      by all actual and deemed distributions of principal made on such REMIC Regular
      Interest on such Distribution Date pursuant to Section 5.01 of this
      Agreement and, if and to the extent necessary and appropriate, shall be further
      reduced on such Distribution Date by Realized Losses as provided in
      Section 5.04 of this Agreement. The Uncertificated Balance of each REMIC
      Regular Interest shall never be less than zero.

     

    “Uncertificated
      Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
      one month’s interest at the related REMIC Remittance Rate applicable to such
      REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated
      Balance thereof immediately prior to such Distribution Date. Uncertificated
      Interest in respect of the REMIC Regular Interests shall accrue on the basis
      of
      a 360-day year consisting of twelve 30-day months. Uncertificated Interest
      with
      respect to each Distribution Date, as to any REMIC Regular Interest, shall
      be
      reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest
      Shortfall, if any, for such Distribution Date to the extent not covered by
      payments pursuant to Section 3.22 or Section 4.19 of this Agreement or
      pursuant to corresponding sections of the Servicing Agreement and (b) the
      aggregate amount of any Relief Act Interest Shortfall, if any allocated, in
      each
      case, to such REMIC Regular Interest or REMIC Regular Interest pursuant to
      Section 1.02 of this Agreement. In addition, Uncertificated Interest with
      respect to each Distribution Date, as to any REMIC Regular Interest, shall
      be
      reduced by Realized Losses, if any, allocated to such REMIC Regular Interest
      pursuant to Section 1.02 and Section 5.04 of this
      Agreement.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    “Uncertificated
      Notional Amount”: With respect to REMIC II Regular Interest IO and each
      Distribution Date listed below, the aggregate Uncertificated Balance of the
      REMIC I Regular Interests ending with the designation “A” listed
      below:

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interests

            
	
              1

            	 	
              I-1-A
                through I-100-A

            
	
              2

            	 	
              I-2-A
                through I-100-A

            
	
              3

            	 	
              I-3-A
                through I-100-A

            
	
              4

            	 	
              I-4-A
                through I-100-A

            
	
              5

            	 	
              I-5-A
                through I-100-A

            
	
              6

            	 	
              I-6-A
                through I-100-A

            
	
              7

            	 	
              I-7-A
                through I-100-A

            
	
              8

            	 	
              I-8-A
                through I-100-A

            
	
              9

            	 	
              I-9-A
                through I-100-A

            
	
              10

            	 	
              I-10-A
                through I-100-A

            
	
              11

            	 	
              I-11-A
                through I-100-A

            
	
              12

            	 	
              I-12-A
                through I-100-A

            
	
              13

            	 	
              I-13-A
                through I-100-A

            
	
              14

            	 	
              I-14-A
                through I-100-A

            
	
              15

            	 	
              I-15-A
                through I-100-A

            
	
              16

            	 	
              I-16-A
                through I-100-A

            
	
              17

            	 	
              I-17-A
                through I-100-A

            
	
              18

            	 	
              I-18-A
                through I-100-A

            
	
              19

            	 	
              I-19-A
                through I-100-A

            
	
              20

            	 	
              I-20-A
                through I-100-A

            
	
              21

            	 	
              I-21-A
                through I-100-A

            
	
              22

            	 	
              I-22-A
                through I-100-A

            
	
              23

            	 	
              I-23-A
                through I-100-A

            
	
              24

            	 	
              I-24-A
                through I-100-A

            
	
              25

            	 	
              I-25-A
                through I-100-A

            
	
              26

            	 	
              I-26-A
                through I-100-A

            
	
              27

            	 	
              I-27-A
                through I-100-A

            
	
              28

            	 	
              I-28-A
                through I-100-A

            
	
              29

            	 	
              I-29-A
                through I-100-A

            
	
              30

            	 	
              I-30-A
                through I-100-A

            
	
              31

            	 	
              I-31-A
                through I-100-A

            
	
              32

            	 	
              I-32-A
                through I-100-A

            
	
              33

            	 	
              I-33-A
                through I-100-A

            
	
              34

            	 	
              I-34-A
                through I-100-A

            
	
              35

            	 	
              I-35-A
                through I-100-A

            
	
              36

            	 	
              I-36-A
                through I-100-A

            
	
              37

            	 	
              I-37-A
                through I-100-A

            
	
              38

            	 	
              I-38-A
                through I-100-A

            
	
              39

            	 	
              I-39-A
                through I-100-A

            
	
              40

            	 	
              I-40-A
                through I-100-A

            
	
              41

            	 	
              I-41-A
                through I-100-A

            
	
              42

            	 	
              I-42-A
                through I-100-A

            
	
              43

            	 	
              I-43-A
                through I-100-A

            
	
              44

            	 	
              I-44-A
                through I-100-A

            
	
              45

            	 	
              I-45-A
                through I-100-A

            
	
              46

            	 	
              I-46-A
                through I-100-A

            
	
              47

            	 	
              I-47-A
                through I-100-A

            
	
              48

            	 	
              I-48-A
                through I-100-A

            
	
              49

            	 	
              I-49-A
                through I-100-A

            
	
              50

            	 	
              I-50-A
                through I-100-A

            
	
              51

            	 	
              I-51-A
                through I-100-A

            
	
              52

            	 	
              I-52-A
                through I-100-A

            
	
              53

            	 	
              I-53-A
                through I-100-A

            
	
              54

            	 	
              I-54-A
                through I-100-A

            
	
              55

            	 	
              I-55-A
                through I-100-A

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Distribution
                  Date

              	 	
                REMIC
                  I Regular Interests

              


      

    

    
      	
              56

            	 	
              I-56-A
                through I-100-A

            
	
              57

            	 	
              I-57-A
                through I-100-A

            
	
              58

            	 	
              I-58-A
                through I-100-A

            
	
              59

            	 	
              I-59-A
                through I-100-A

            
	
              60

            	 	
              I-60-A
                through I-100-A

            
	
              61

            	 	
              I-61-A
                through I-100-A

            
	
              62

            	 	
              I-62-A
                through I-100-A

            
	
              63

            	 	
              I-63-A
                through I-100-A

            
	
              64

            	 	
              I-64-A
                through I-100-A

            
	
              65

            	 	
              I-65-A
                through I-100-A

            
	
              66

            	 	
              I-66-A
                through I-100-A

            
	
              67

            	 	
              I-67-A
                through I-100-A

            
	
              68

            	 	
              I-68-A
                through I-100-A

            
	
              69

            	 	
              I-69-A
                through I-100-A

            
	
              70

            	 	
              I-70-A
                through I-100-A

            
	
              71

            	 	
              I-71-A
                through I-100-A

            
	
              72

            	 	
              I-72-A
                through I-100-A

            
	
              73

            	 	
              I-73-A
                through I-100-A

            
	
              74

            	 	
              I-74-A
                through I-100-A

            
	
              75

            	 	
              I-75-A
                through I-100-A

            
	
              76

            	 	
              I-76-A
                through I-100-A

            
	
              77

            	 	
              I-77-A
                through I-100-A

            
	
              78

            	 	
              I-78-A
                through I-100-A

            
	
              79

            	 	
              I-79-A
                through I-100-A

            
	
              80

            	 	
              I-80-A
                through I-100-A

            
	
              81

            	 	
              I-81-A
                through I-100-A

            
	
              82

            	 	
              I-82-A
                through I-100-A

            
	
              83

            	 	
              I-83-A
                through I-100-A

            
	
              84

            	 	
              I-84-A
                through I-100-A

            
	
              85

            	 	
              I-85-A
                through I-100-A

            
	
              86

            	 	
              I-86-A
                through I-100-A

            
	
              87

            	 	
              I-87-A
                through I-100-A

            
	
              88

            	 	
              I-88-A
                through I-100-A

            
	
              89

            	 	
              I-89-A
                through I-100-A

            
	
              90

            	 	
              I-90-A
                through I-100-A

            
	
              91

            	 	
              I-91-A
                through I-100-A

            
	
              92

            	 	
              I-92-A
                through I-100-A

            
	
              93

            	 	
              I-93-A
                through I-100-A

            
	
              94

            	 	
              I-94-A
                through I-100-A

            
	
              95

            	 	
              I-95-A
                through I-100-A

            
	
              96

            	 	
              I-96-A
                through I-100-A

            
	
              97

            	 	
              I-97-A
                through I-100-A

            
	
              98

            	 	
              I-98-A
                through I-100-A

            
	
              99

            	 	
              I-99-A
                through I-100-A

            
	
              100

            	 	
              I-100-A

            
	
              thereafter

            	 	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC II Regular Interest
      IO.

     

    “Underwriter”:
      Deutsche Bank Securities Inc.

     

    “Uninsured
      Cause”: Any cause of damage to a Mortgaged Property such that the complete
      restoration of such property is not fully reimbursable by the hazard insurance
      policies required to be maintained pursuant to Section 3.11 of this
      Agreement.

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    “United
      States Person”: A citizen or resident of the United States, a corporation,
      partnership or other entity created or organized in, or under the laws of,
      the
      United States or any political subdivision thereof (except, in the case of
      a
      partnership, to the extent provided in regulations) provided that, for purposes
      solely of the restrictions on the transfer of any Class R Certificate, no
      partnership or other entity treated as a partnership for United States federal
      income tax purposes shall be treated as a United States Person unless all
      persons that own an interest in such partnership either directly or through
      any
      entity that is not a corporation for United States federal income tax purposes
      are required to be United States Persons, or an estate whose income is subject
      to United States federal income tax regardless of its source, or a trust if
      a
      court within the United States is able to exercise primary supervision over
      the
      administration of the trust and one or more United States persons have the
      authority to control all substantial decisions of the trust. To the extent
      prescribed in regulations by the Secretary of the Treasury, a trust which was
      in
      existence on August 20, 1996 (other than a trust treated as owned by the grantor
      under subpart E of part I of subchapter J of chapter I of the Code), and which
      was treated as a United States person on August 20, 1996 may elect to continue
      to be treated as a United States person notwithstanding the previous sentence.
      The term “United States” shall have the meaning set forth in Section 7701
      of the Code.

     

    “Value”:
      With respect to any Mortgaged Property, the lesser of (i) the lesser of (a)
      the
      value thereof as determined by an appraisal made for the related originator
      of
      the Mortgage Loan at the time of origination of the Mortgage Loan by an
      appraiser who met the minimum requirements of Fannie Mae and Freddie Mac and
      (b)
      the value thereof as determined by a review appraisal conducted by the related
      originator of the Mortgage Loan in accordance with the related originator’s
      underwriting guidelines, and (ii) the purchase price paid for the related
      Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan;
      provided, however, (A) in the case of a Refinanced Mortgage Loan, such value
      of
      the Mortgaged Property is based solely upon the lesser of (1) the value
      determined by an appraisal made for the related originator of the Mortgage
      Loan
      of such Refinanced Mortgage Loan at the time of origination of such Refinanced
      Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae
      and
      Freddie Mac and (2) the value thereof as determined by a review appraisal
      conducted by the related originator of the Mortgage Loan in accordance with
      the
      related originator’s underwriting guidelines, and (B) in the case of a Mortgage
      Loan originated in connection with a “lease-option purchase,” such value of the
      Mortgaged Property is based on the lower of the value determined by an appraisal
      made for the originator of such Mortgage Loan at the time of origination or
      the
      sale price of such Mortgaged Property if the “lease option purchase price” was
      set less than twelve (12) months prior to origination, and is based on the
      value
      determined by an appraisal made for the related originator of such Mortgage
      Loan
      at the time of origination if the “lease option purchase price” was set twelve
      (12) months or more prior to origination.

     

    “Verification
      Report”: As defined in Section 4.19. 

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any such Certificate. With respect to any date of determination,
      99% of all Voting Rights will be allocated among the holders of the Class A
      Certificates and the Subordinate Certificates in proportion to the then
      outstanding Certificate Principal Balances of their respective Certificates
      and
      1% of all Voting Rights will be allocated among the holders of the Class R
      Certificates. The Voting Rights allocated to each Class of Certificate shall
      be
      allocated among Holders of each such Class in accordance with their respective
      Percentage Interests as of the most recent Record Date. Notwithstanding anything
      to the contrary in this Agreement, the portion of the Voting Rights allocable
      to
      any Class of Designated Certificates shall be exercisable solely by the related
      Designated Entity (which Designated Entity shall not have any fiduciary duties
      with respect to the person in whose name such Class of Designated Certificates
      is registered).

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    “Wells
      Fargo”: Wells Fargo Bank, National Association in its capacity as Servicer or
      any successor thereto appointed hereunder in connection with the servicing
      and
      administration of the Mortgage Loans. 

     

    SECTION
      1.02. Allocation
      of Certain Interest Shortfalls.

     

    On
      each
      Distribution Date, the amount of Accrued Certificate Interest for the Class
      A
      Certificates and the Subordinate Certificates for any Distribution Date will
      be
      reduced by (1) the aggregate amount of any Prepayment Interest Shortfalls (to
      the extent not covered by payments by the Servicers pursuant to
      Section 3.22 of this Agreement or pursuant to the Servicing Agreement or by
      the Master Servicer pursuant to Section 4.19 of this Agreement), (2) any
      Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
      any
      Distribution Date and (3) the interest portion of Realized Losses incurred
      in
      the Mortgage Loans during the related Prepayment Period in the following order
      first, to the Class B-6 Certificates, second, to the Class B-5 Certificates,
      third, to the Class B-4 Certificates, fourth, to the Class B-3 Certificates,
      fifth, to the Class B-2 Certificates, sixth, to the Class B-1 Certificates
      and
      seventh, to the Class A-1 Certificates and the Class A-2 Certificates, on a
      pro
      rata basis, based on the entitlement of each such Class.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicer pursuant to Section 3.22 of this Agreement or the Master Servicer
      pursuant to Section 4.19 of this Agreement or pursuant to the Servicing
      Agreement) and any Relief Act Interest Shortfalls incurred in respect of the
      Mortgage Loans shall be allocated first, to REMIC I Regular Interest IA and
      to
      the REMIC I Regular Interests ending with the designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Balances of each
      such
      REMIC I Regular Interest, and then, to REMIC I Regular Interests ending with
      the
      designation “A”, pro rata based on, and to the extent of, one month’s interest
      at the then applicable respective REMIC I Remittance Rates on the respective
      Uncertificated Balances of each such REMIC I Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      II
      Regular Interests for any Distribution Date, Prepayment Interest Shortfalls
      (to
      the extent not covered by payments by the Servicer pursuant to Section 3.22
      of this Agreement or the Master Servicer pursuant to Section 4.19 of this
      Agreement or pursuant to the Servicing Agreement) and any Relief Act Interest
      Shortfalls incurred in respect of the Mortgage Loans shall be allocated to
      each
      REMIC II Regular Interest in an amount equal to the amount that is allocated
      to
      the Corresponding Certificate for such Distribution Date.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01. Conveyance
      of the Mortgage Loans.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, on behalf of
      the
      Trust, without recourse, for the benefit of the Certificateholders, all the
      right, title and interest of the Depositor, including any security interest
      therein for the benefit of the Depositor, in and to the Mortgage Loans
      identified on the Mortgage Loan Schedule, the rights and obligations of the
      Depositor under the Mortgage Loan Purchase Agreement, the Assignment Agreement,
      the Servicing Agreement (including, without limitation the right to enforce
      the
      obligations of the other parties thereto thereunder), the right to any Net
      Swap
      Payment and any Swap Termination Payment made by the Swap Provider and all
      other
      assets included or to be included in REMIC I. Such assignment includes all
      interest and principal received by the Depositor and the related Servicer on
      or
      with respect to the Mortgage Loans (other than payments of principal and
      interest due on such Mortgage Loans on or before the Cut-off Date). A copy
      of
      the Mortgage Loan Purchase Agreement is attached hereto as Exhibit
      F.

     

    In
      connection with such transfer and assignment, the Depositor does hereby deliver
      to, and deposit with the Custodian pursuant to the Custodial Agreement the
      documents with respect to each Mortgage Loan as described under Section 2
      of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with
      such delivery and as further described in the Custodial Agreement, the Custodian
      will be required to review such Mortgage Loan Documents and deliver to the
      Trustee, the Depositor, the related Servicer and the Sponsor certifications
      (in
      the forms attached to the Custodial Agreement) with respect to such review
      with
      exceptions noted thereon. In addition, under the Custodial Agreement the
      Depositor will be required to cure certain defects with respect to the Mortgage
      Loan Documents for the related Mortgage Loans after the delivery thereof by
      the
      Depositor to the Custodian as more particularly set forth therein.

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of the Mortgage Files, including, but not limited to certain
      insurance policies and documents contemplated by Section 4.11 of this
      Agreement, and preparation and delivery of the certifications shall be performed
      by the Custodian pursuant to the terms and conditions of the Custodial
      Agreement.

     

    The
      Depositor shall deliver or cause the originator to deliver to the related
      Servicer copies of all trailing documents required to be included in the related
      Mortgage File at the same time the originals or certified copies thereof are
      delivered to the Trustee or Custodian, such documents including the mortgagee
      policy of title insurance and any Mortgage Loan Documents upon return from
      the
      recording office. The Servicers shall not be responsible for any custodian
      fees
      or other costs incurred in obtaining such documents and the Depositor shall
      cause the Servicers to be reimbursed for any such costs the Servicers may incur
      in connection with performing their obligations under this Agreement or the
      Servicing Agreement, as applicable.

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    In
      connection with the assignment of any Mortgage Loan registered on the MERS
      System, the Depositor will direct the Servicer to cause, within 30 Business
      Days
      after the Closing Date, the MERS System to indicate that such Mortgage Loans
      have been assigned by the Depositor to the Trustee in accordance with this
      Agreement for the benefit of the Certificateholders by including in such
      computer files (a) the code in the field which identifies the specific Trustee
      and (b) the code in the field “Pool Field” which identifies the series of the
      Certificates issued in connection with such Mortgage Loans. The Servicer agrees
      that it will not, and the Master Servicer agrees that it will not and will
      not
      permit a Sub-Servicer to, alter the codes referenced in this paragraph with
      respect to any Mortgage Loan during the term of this Agreement unless and until
      such Mortgage Loan is repurchased in accordance with the terms of this
      Agreement.

     

    The
      Mortgage Loans permitted by the terms of this Agreement to be included in the
      Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant
      to the Mortgage Loan Purchase Agreement, which contains, among other
      representations and warranties, a representation and warranty of the Sponsor
      that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003 or as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004, as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
      Act,
      effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9)
or
      a
“high risk home loan” under the Illinois High Risk Home Loan Act, effective as
      of January 1, 2004),
      and
      (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth
      herein and referred to in the Mortgage Loan Purchase Agreement, are required
      to
      conform to, among other representations and warranties, the representation
      and
      warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
      November 27, 2003 or as defined in the New Mexico Home Loan Protection Act
      effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan
      Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as
      defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
      Code Ann. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the
      Illinois High Risk Home Loan Act, effective as of January 1, 2004). The
      Depositor and the Trustee on behalf of the Trust understand and agree that
      it is
      not intended that any Mortgage Loan be included in the Trust that is a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
      November 27, 2003, as defined in the New Mexico Home Loan Protection Act
      effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan
      Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as
      defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
      Code Ann. Sections 24-9-1 through 24-9-9) or a “high risk home loan” under the
      Illinois High Risk Home Loan Act, effective as of January 1, 2004. 

     

    SECTION
      2.02. Acceptance
      of REMIC I by Trustee.

     

    The
      Trustee acknowledges receipt, subject to the provisions of Section 2.01
      hereof and Section 2 of Custodial Agreement, of the Mortgage Loan Documents
      and all other assets included in the definition of “REMIC I” under clauses (i),
      (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution
      Account) and declares that it holds (or the Custodian on its behalf holds)
      and
      will hold such documents and the other documents delivered to it constituting
      a
      Mortgage Loan Document, and that it holds (or the Custodian on its behalf holds)
      or will hold all such assets and such other assets included in the definition
      of
“REMIC I” in trust for the exclusive use and benefit of all present and future
      Certifacteholders.

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.03. Repurchase
      or Substitution of Mortgage Loans.

     

    (a) Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File or of a breach by the Sponsor of
      any
      representation, warranty or covenant under the Mortgage Loan Purchase Agreement
      in respect of any Mortgage Loan that materially and adversely affects the value
      of such Mortgage Loan or the interest therein of the Certificateholders,
      the
      Trustee shall promptly notify the Sponsor and the related Servicer of such
      defect, missing document or breach and request that the Sponsor deliver such
      missing document, cure such defect or breach within sixty (60) days from the
      date the Sponsor was notified of such missing document, defect or breach, and
      if
      the Sponsor does not deliver such missing document or cure such defect or breach
      in all material respects during such period, the Trustee shall enforce the
      obligations of the Sponsor under the Mortgage Loan Purchase Agreement to
      repurchase such Mortgage Loan from REMIC I at the Purchase Price within ninety
      (90) days after the date on which the Sponsor was notified of such missing
      document, defect or breach, if and to the extent that the Sponsor is obligated
      to do so under the Mortgage Loan Purchase Agreement. The
      Purchase Price for the repurchased Mortgage Loan shall be remitted to the
      related Servicer for deposit in the Collection Account or the Custodial Account,
      as applicable, and the Trustee, upon receipt of written certification from
      the
      related Servicer of such deposit, shall release or cause the Custodian (upon
      receipt of a request for release in the form attached to the Custodial
      Agreement) to release to the Sponsor the related Mortgage File and the Trustee
      shall execute and deliver such instruments of transfer or assignment, in each
      case without recourse, representation or warranty, as the Sponsor shall furnish
      to it and as shall be necessary to vest in the Sponsor any Mortgage Loan
      released pursuant hereto, and the Trustee shall not have any further
      responsibility with regard to such Mortgage File.
      In lieu
      of repurchasing any such Mortgage Loan as provided above, if so provided in
      the
      Mortgage Loan Purchase Agreement the Sponsor may cause such Mortgage Loan to
      be
      removed from REMIC I (in which case it shall become a Deleted Mortgage Loan)
      and
      substitute one or more Qualified Substitute Mortgage Loans in the manner and
      subject to the limitations set forth in Section 2.03(b) of this Agreement.
      It is understood and agreed that the obligation of the Sponsor to cure or to
      repurchase (or to substitute for) any Mortgage Loan as to which a document
      is
      missing, a material defect in a constituent document exists or as to which
      such
      a breach has occurred and is continuing shall constitute the sole remedy
      respecting such omission, defect or breach available to the Trustee and the
      Certificateholders. Notwithstanding anything to the contrary contained herein,
      any breach of a representation or warranty contained in clauses (viii) or
      (xliii) of Section 6 of the Mortgage Loan Purchase Agreement shall be
      automatically deemed to affect materially and adversely the interests of the
      Certificateholders.

     

    (b) Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) of this Agreement must be effected prior
      to the date which is two years after the Startup Day for REMIC I.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    As
      to any
      Deleted Mortgage Loan for which the Sponsor substitutes a Qualified Substitute
      Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
      delivering to the Trustee or the Custodian on behalf of the Trustee, for such
      Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage,
      the Assignment to the Trustee, and such other documents and agreements, with all
      necessary endorsements thereon, as are required by Section 2 of the
      Custodial Agreement, as applicable, together with an Officers’ Certificate
      providing that each such Qualified Substitute Mortgage Loan satisfies the
      definition thereof and specifying the Substitution Shortfall Amount (as
      described below), if any, in connection with such substitution. The Custodian
      on
      behalf of the Trustee shall acknowledge receipt of such Qualified Substitute
      Mortgage Loan or Loans and, within ten (10) Business Days thereafter, review
      such documents and deliver to the Depositor, the Trustee and the related
      Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans,
      an
      initial certification pursuant to the Custodial Agreement, with any applicable
      exceptions noted thereon. Within one year of the date of substitution, the
      Custodian on behalf of the Trustee shall deliver to the Depositor, the Trustee
      and the related Servicer a final certification pursuant to the Custodial
      Agreement with respect to such Qualified Substitute Mortgage Loan or Loans,
      with
      any applicable exceptions noted thereon. Monthly Payments due with respect
      to
      Qualified Substitute Mortgage Loans in the month of substitution are not part
      of
      REMIC I and will be retained by the Sponsor. For the month of substitution,
      distributions to Certificateholders will reflect the Monthly Payment due on
      such
      Deleted Mortgage Loan on or before the Due Date in the month of substitution,
      and the Sponsor shall thereafter be entitled to retain all amounts subsequently
      received in respect of such Deleted Mortgage Loan. The Depositor shall give
      or
      cause to be given written notice to the Certificateholders that such
      substitution has taken place, shall amend the Mortgage Loan Schedule to reflect
      the removal of such Deleted Mortgage Loan from the terms of this Agreement
      and
      the substitution of the Qualified Substitute Mortgage Loan or Loans and shall
      deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the
      related Servicer. Upon such substitution, such Qualified Substitute Mortgage
      Loan or Loans shall constitute part of the Trust Fund and shall be subject
      in
      all respects to the terms of this Agreement and the Mortgage Loan Purchase
      Agreement including all applicable representations and warranties thereof
      included herein or in the Mortgage Loan Purchase Agreement.

     

    For
      any
      month in which the Sponsor substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the related Servicer will
      determine the amount (the “Substitution Shortfall Amount”), if any, by which the
      aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the
      aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled
      Principal Balance thereof as of the date of substitution, together with one
      month’s interest on such Scheduled Principal Balance at the applicable Net
      Mortgage Rate, plus all outstanding P&I Advances and Servicing Advances
      (including Nonrecoverable P&I Advances and Nonrecoverable Servicing
      Advances) related thereto. On the date of such substitution, the Sponsor will
      deliver or cause to be delivered to the related Servicer for deposit in the
      Collection Account or the Custodial Account an amount equal to the Substitution
      Shortfall Amount, if any, and the Trustee or the Custodian on behalf of the
      Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or
      Loans, upon receipt of a request for release in the form attached to the
      Custodial Agreement and certification by the related Servicer of such deposit,
      shall release to the Sponsor the related Mortgage File or Files and the Trustee
      shall execute and deliver such instruments of transfer or assignment, in each
      case without recourse, representation or warranty, as the Sponsor shall deliver
      to it and as shall be necessary to vest therein any Deleted Mortgage Loan
      released pursuant hereto.

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    In
      addition, the Sponsor shall obtain at its own expense and deliver to the Trustee
      an Opinion of Counsel to the effect that such substitution will not cause (a)
      any federal tax to be imposed on any Trust REMIC, including without limitation,
      any federal tax imposed on “prohibited transactions” under
      Section 860F(a)(1) of the Code or on “contributions after the startup date”
under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to
      qualify as a REMIC at any time that any Certificate is outstanding.

     

    (c) Upon
      discovery by the Depositor, the Sponsor, a Servicer or the Trustee that any
      Mortgage Loan does not constitute a “qualified mortgage” within the meaning of
      Section 860G(a)(3) of the Code, the party discovering such fact shall
      within two (2) Business Days give written notice thereof to the other parties.
      In connection therewith, the Sponsor shall repurchase or substitute one or
      more
      Qualified Substitute Mortgage Loans for the affected Mortgage Loan within ninety
      (90) days of the earlier of discovery or receipt of such notice with respect
      to
      such affected Mortgage Loan. Such repurchase or substitution shall be made
      by
      (i) the Sponsor if the affected Mortgage Loan’s status as a non-qualified
      mortgage is or results from a breach of any representation, warranty or covenant
      made by the Sponsor under the Mortgage Loan Purchase Agreement or (ii) the
      Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage
      does not result from a breach of a representation or warranty. Any such
      repurchase or substitution shall be made in the same manner as set forth in
      Section 2.03(a) of this Agreement. The Trustee shall reconvey to the
      Sponsor the Mortgage Loan to be released pursuant hereto in the same manner,
      and
      on the same terms and conditions, as it would a Mortgage Loan repurchased for
      breach of a representation or warranty.

     

    (d) With
      respect to a breach of the representations made pursuant to Section 5(xii)
      of the Mortgage Loan Purchase Agreement that materially and adversely affects
      the value of such Mortgage Loan or the interest therein of the
      Certificateholders, the Sponsor shall be required to take the actions set forth
      in this Section 2.03 of this Agreement.

     

    (e) Within
      ninety (90) days of the earlier of discovery by Wells Fargo or receipt of notice
      by Wells Fargo of the breach of any representation, warranty or covenant of
      Wells Fargo set forth in Section 2.05 of this Agreement which materially
      and adversely affects the interests of the Certificateholders in any Mortgage
      Loan, Wells Fargo shall cure such breach in all material respects.

     

    (f) If
      any
      Mortgage Loan with an original term to maturity of forty (40) years remains
      outstanding on the distribution date in July 2037, the Sponsor will purchase
      each such Mortgage Loan from REMIC I at the Purchase Price on the following
      Distribution Date in August 2037. The Purchase Price for each repurchased
      Mortgage Loan shall be remitted to the related Servicer for deposit in the
      Distribution Account, as applicable, and the Trustee, upon receipt of written
      certification from the related Servicer of such deposit, shall release or cause
      the Custodian (upon receipt of a request for release in the form attached to
      the
      Custodial Agreement) to release to the Sponsor the related Mortgage File and
      the
      Trustee shall execute and deliver such instruments of transfer or assignment,
      in
      each case without recourse, representation or warranty, as the Sponsor shall
      furnish to it and as shall be necessary to vest in the Sponsor any Mortgage
      Loan
      released pursuant hereto, and the Trustee shall not have any further
      responsibility with regard to such Mortgage File.

     

    
      
        
        

      

      
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    SECTION
      2.04. Representations
      and Warranties of the Master Servicer.

     

    The
      Master Servicer hereby represents, warrants and covenants to Wells Fargo, the
      Depositor and the Trustee, for the benefit of each of the Trustee and the
      Certificateholders, that as of the Closing Date or as of such date specifically
      provided herein:

     

    (i) The
      Master Servicer is a national banking association duly formed, validly existing
      and in good standing under the laws of the United States of America and is
      duly
      authorized and qualified to transact any and all business contemplated by this
      Agreement to be conducted by the Master Servicer;

     

    (ii) The
      Master Servicer has the full power and authority to conduct its business as
      presently conducted by it and to execute, deliver and perform, and to enter
      into
      and consummate, all transactions contemplated by this Agreement. The Master
      Servicer has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Master Servicer,
      enforceable against it in accordance with its terms except as the enforceability
      thereof may be limited by bankruptcy, insolvency, reorganization or similar
      laws
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity;

     

    (iii) The
      execution and delivery of this Agreement by the Master Servicer, the
      consummation by the Master Servicer of any other of the transactions herein
      contemplated, and the fulfillment of or compliance with the terms hereof are
      in
      the ordinary course of business of the Master Servicer and will not (A) result
      in a breach of any term or provision of the charter and by-laws of the Master
      Servicer or (B) conflict with, result in a breach, violation or acceleration
      of,
      or result in a default under, the terms of any other material agreement or
      instrument to which the Master Servicer is a party or by which it may be bound,
      or any statute, order or regulation applicable to the Master Servicer of any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Master Servicer; and the Master Servicer is not a party
      to, bound by, or in breach or violation of any indenture or other agreement
      or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the Master
      Servicer’s knowledge, would in the future materially and adversely affect, (x)
      the ability of the Master Servicer to perform its obligations under this
      Agreement or (y) the business, operations, financial condition, properties
      or
      assets of the Master Servicer taken as a whole;

     

    (iv) The
      Master Servicer does not believe, nor does it have any reason or cause to
      believe, that it cannot perform each and every covenant made by it and contained
      in this Agreement;

     

    
      
        
        

      

      
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    (v) No
      litigation is pending against the Master Servicer that would materially and
      adversely affect the execution, delivery or enforceability of this Agreement
      or
      the ability of the Master Servicer to perform any of its other obligations
      hereunder in accordance with the terms hereof;

     

    (vi) There
      are
      no actions or proceedings against, or investigations known to it of, the Master
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the Master
      Servicer of its obligations under, or validity or enforceability of, this
      Agreement;

     

    (vii) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Master
      Servicer of, or compliance by the Master Servicer with, this Agreement or the
      consummation by it of the transactions contemplated by this Agreement, except
      for such consents, approvals, authorizations or orders, if any, that have been
      obtained prior to the Closing Date; and

     

    (viii) There
      are
      no affiliations, relationships or transactions relating to the Master Servicer
      of a type that are described under Item 1119 of Regulation AB with the
      Depositor, the Sponsor, GMACM, the Custodian, the Credit Risk Manager, the
      Swap
      Provider or the Trustee.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.04 shall survive the resignation or termination of
      the parties hereto and the termination of this Agreement and shall inure to
      the
      benefit of the Trustee, the Depositor and the Certificateholders.

     

    SECTION
      2.05. Representations,
      Warranties and Covenants of Wells Fargo.

     

    Wells
      Fargo hereby represents, warrants and covenants to the Master Servicer, the
      Securities Administrator, the Depositor and the Trustee, for the benefit of
      each
      of such Persons and the Certificateholders that as of the Closing Date or as
      of
      such date specifically provided herein:

     

    (i) Wells
      Fargo is a national banking association duly organized and validly existing
      under the laws of the United States of America and is duly authorized and
      qualified to transact any and all business contemplated by this Agreement to
      be
      conducted by Wells Fargo in any state in which a Mortgaged Property related
      to a
      Mortgage Loan is located or is otherwise not required under applicable law
      to
      effect such qualification and, in any event, is in compliance with the doing
      business laws of any such State, to the extent necessary to ensure its ability
      to enforce each Mortgage Loan and to service the Mortgage Loans in accordance
      with the terms of this Agreement;

     

    (ii) Wells
      Fargo has the full power and authority to conduct its business as presently
      conducted by it and to execute, deliver and perform, and to enter into and
      consummate, all transactions contemplated by this Agreement. Wells Fargo has
      duly authorized the execution, delivery and performance of this Agreement,
      has
      duly executed and delivered this Agreement, and this Agreement, assuming due
      authorization, execution and delivery by the other parties hereto, constitutes
      a
      legal, valid and binding obligation of Wells Fargo, enforceable against it
      in
      accordance with its terms, except as the enforceability thereof may be limited
      by bankruptcy, insolvency, reorganization or similar laws administered by the
      FDIC affecting the contract obligations of insured banks and affecting the
      enforcement of creditors’ rights generally and by general principles of
      equity;

     

    
      
        
        

      

      
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    (iii) The
      execution and delivery of this Agreement by Wells Fargo, the servicing of the
      Mortgage Loans by Wells Fargo hereunder, the consummation by Wells Fargo of
      any
      other of the transactions herein contemplated, and the fulfillment of or
      compliance with the terms hereof are in the ordinary course of business of
      Wells
      Fargo and will not (A) result in a breach of any term or provision of the
      charter or by-laws of Wells Fargo or (B) conflict with, result in a breach,
      violation or acceleration of, or result in a default under, the terms of any
      other material agreement or instrument to which Wells Fargo is a party or by
      which it may be bound, or any statute, order or regulation applicable to Wells
      Fargo of any court, regulatory body, administrative agency or governmental
      body
      having jurisdiction over Wells Fargo; and Wells Fargo is not a party to, bound
      by, or in breach or violation of any indenture or other agreement or instrument,
      or subject to or in violation of any statute, order or regulation of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over it, which materially and adversely affects or, to Wells Fargo’s knowledge,
      would in the future materially and adversely affect, (x) the ability of Wells
      Fargo to perform its obligations under this Agreement, (y) the business,
      operations, financial condition, properties or assets of Wells Fargo taken
      as a
      whole or (z) the legality, validity or enforceability of this
      Agreement;

     

    (iv) Wells
      Fargo does not believe, nor does it have any reason or cause to believe, that
      it
      cannot perform each and every covenant made by it and contained in this
      Agreement;

     

    (v) No
      litigation is pending against Wells Fargo that would materially and adversely
      affect the execution, delivery or enforceability of this Agreement or the
      ability of Wells Fargo to service the Mortgage Loans or to perform any of its
      other obligations hereunder in accordance with the terms hereof;

     

    (vi) There
      are
      no actions or proceedings against, or investigations known to it of, Wells
      Fargo
      before any court, administrative or other tribunal (A) that might prohibit
      its
      entering into this Agreement, (B) seeking to prevent the consummation of the
      transactions contemplated by this Agreement or (C) that might prohibit or
      materially and adversely affect the performance by Wells Fargo of its
      obligations under, or the validity or enforceability of, this
      Agreement;

     

    (vii) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by Wells Fargo
      of,
      or compliance by Wells Fargo with, this Agreement or the consummation by it
      of
      the transactions contemplated by this Agreement, except for such consents,
      approvals, authorizations or orders, if any, that have been obtained prior
      to
      the Closing Date; and

     

    
      
        
        

      

      
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    (viii) Wells
      Fargo is a member of MERS in good standing, and will comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Mortgage Loans that are registered with MERS.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive the resignation or termination of
      the parties hereto, the termination of this Agreement and the delivery of the
      Mortgage Files to the related Custodian and shall inure to the benefit of the
      Trustee, the Master Servicer, the Securities Administrator, the Depositor and
      the Certificateholders. Upon discovery by any such Person or Wells Fargo of
      a
      breach of any of the foregoing representations, warranties and covenants which
      materially and adversely affects the value of any Mortgage Loan or the interests
      therein of the Certificateholders, the party discovering such breach shall
      give
      prompt written notice (but in no event later than two (2) Business Days
      following such discovery) to the Trustee. Subject to Section 8.01, unless
      such breach shall not be susceptible of cure within ninety (90) days, the
      obligation of Wells Fargo set forth in Section 2.03(e) of this Agreement to
      cure breaches shall constitute the sole remedy against Wells Fargo available
      to
      the Certificateholders, the Depositor or the Trustee on behalf of the
      Certificateholders respecting a breach of the representations, warranties and
      covenants contained in this Section 2.05.

     

    SECTION
      2.06. Issuance
      of the REMIC I Regular Interests and the Class R-I Interest.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the Custodian on its behalf of the Mortgage Loan Documents, subject to the
      provisions of Section 2.01 and Section 2.02 hereof and Section 2
      of the Custodial Agreement, together with the assignment to it of all other
      assets included in REMIC I, the receipt of which is hereby acknowledged. The
      interests evidenced by the Class R-I Interest, together with the REMIC I Regular
      Interests, constitute the entire beneficial ownership interest in REMIC I.
      The
      rights of the Holders of the Class R-I Interest and REMIC II (as holder of
      the
      REMIC I Regular Interests) to receive distributions from the proceeds of REMIC
      I
      in respect of the Class R-I Interest and the REMIC I Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-I Interest and the REMIC I Regular Interests, shall be as set forth in this
      Agreement.

     

    SECTION
      2.07. Conveyance
      of the REMIC I Regular Interests; Acceptance of REMIC II and REMIC III by the
      Trustee.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC I Regular
      Interests for the benefit of REMIC II (as holder of the REMIC I Regular
      Interests). The Trustee acknowledges receipt of the REMIC I Regular Interests
      and declares that it holds and will hold the same in trust for the exclusive
      use
      and benefit of REMIC II (as holder of the REMIC I Regular Interests). The Class
      R-II Interest and the REMIC II Regular Interests shall constitute the entire
      beneficial ownership interest in REMIC II. The Trustee acknowledges receipt
      of
      the REMIC II Regular Interests and declares that it holds and will hold the
      same
      in trust for the exclusive use and benefit of REMIC III (as holder of the REMIC
      II Regular Interests). The REMIC III Certificates and the Class IO Interest
      shall constitute the entire beneficial ownership interest in REMIC III. The
      rights of the Holders of the REMIC III Certificates and the Class IO Interest
      to
      receive distributions from the proceeds of REMIC III shall be as set forth
      in
      this Agreement. 

     

    
      
        
        

      

      
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    The
      Trustee acknowledges the assignment to it of the REMIC I Regular Interests
      and,
      concurrently therewith and in exchange therefor, pursuant to the written request
      of the Depositor executed by an officer of the Depositor, the Securities
      Administrator has executed and authenticated and the Trustee has delivered
      to or
      upon the order of the Depositor, the Class R Certificates in authorized
      denominations. The Class R Certificates evidence ownership in the Class R-I
      Interest, the Class R-II Interest and the Class R-III Interest.

     

    SECTION
      2.08. [Reserved].

     

    SECTION
      2.09. Establishment
      of the Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “MortgageIT Securities Corp. Mortgage Loan Trust, Series
      2007-2” and does hereby appoint HSBC Bank USA, National Association as Trustee
      in accordance with the provisions of this Agreement.

     

    SECTION
      2.10. Purpose
      and Powers of the Trust.

     

    The
      purpose of the common law trust, as created hereunder, is to engage in the
      following activities:

     

    (a) acquire
      and hold the Mortgage Loans and the other assets of the Trust Fund and the
      proceeds therefrom;

     

    (b) to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c) to
      make
      payments on the Certificates;

     

    (d) to
      engage
      in those activities that are necessary, suitable or convenient to accomplish
      the
      foregoing or are incidental thereto or connected therewith; and

     

    (e) subject
      to compliance with this Agreement, to engage in such other activities as may
      be
      required in connection with the conservation of the Trust Fund and the making
      of
      distributions to the Certificateholders.

     

    The
      trust
      is hereby authorized to engage in the foregoing activities. The Trustee shall
      not cause the trust to engage in any activity other than in connection with
      the
      foregoing or other than as required or authorized by the terms of this Agreement
      (or those ancillary thereto) while any Certificate is outstanding, and this
      Section 2.10 may not be amended, without the consent of the
      Certificateholders evidencing 51% or more of the aggregate voting rights of
      the
      Certificates.

     

    
      
        
        

      

      
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    SECTION
      2.11. Representations
      and Warranties of the Trustee.

     

    The
      Trustee hereby represents and warrants to the Sponsor and the Depositor, for
      the
      benefit of each of the Certificateholders, that as of the Closing
      Date:

     

    (a) There
      are
      no affiliations relating to the Trustee of a type that are described under
      Item
      1119(a) of Regulation AB; and

     

    (b) There
      are
      no legal proceedings pending or contemplated, including legal proceedings
      pending or contemplated by governmental authorities, against the Trustee that
      could be material to the Certificateholders.

     

    
      
        
        

      

      
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    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS; ACCOUNTS

     

    SECTION
      3.01. The
      Servicer to Act as Servicer.

     

    From
      and
      after the Closing Date and to the related Servicing Transfer Dates, the GMACM
      Mortgage Loans will be serviced and administered by GMACM pursuant to the terms
      and provisions of the Servicing Agreement, and Wells Fargo will not have any
      responsibility to service or administer the GMACM Mortgage Loans or have any
      other obligation or liability with respect to the GMACM Mortgage Loans during
      that period. From and after the related Servicing Transfer Date, the Transferred
      GMACM Mortgage Loans will be serviced and administered by Wells Fargo pursuant
      to this Agreement or by a Servicer appointed by the Depositor pursuant to this
      Agreement or the Servicing Agreement. The Sponsor has the right to transfer
      the
      servicing of certain GMACM Mortgage Loans with respect to which the Sponsor
      owns
      the servicing rights to a successor servicer which is qualified to service
      mortgage loans for Fannie Mae or Freddie Mac. The appointment of any successor
      servicer requires the consent of the Master Servicer, which consent may not
      be
      unreasonably withheld, and confirmation from the Rating Agencies that the
      transfer of servicing will not result in a qualification, withdrawal or
      downgrade of the then-current ratings of any of the Certificates. Unless
      otherwise specified, references in this Article III to the Servicer shall be
      deemed to be references to Wells Fargo and will apply to Wells Fargo’s
      obligations with respect to the Transferred GMACM Mortgage Loans to the extent
      Wells Fargo is the Servicer thereof after the related Servicing Transfer
      Date.

     

    The
      Servicer shall service and administer the Mortgage Loans on behalf of the Trust
      Fund and in the best interests of and for the benefit of the Certificateholders
      (as determined by the Servicer in its reasonable judgment) in accordance with
      the terms of this Agreement and the respective Mortgage Loans and all applicable
      law and regulations and, to the extent consistent with such terms, in the same
      manner in which it services and administers similar mortgage loans for its
      own
      portfolio, giving due consideration to customary and usual standards of practice
      of prudent mortgage lenders and loan servicers administering similar mortgage
      loans but without regard to:

     

    (i) any
      relationship that the Servicer or any of its Affiliates may have with the
      related Mortgagor;

     

    (ii) the
      ownership of any Certificate by the Servicer or any of its
      Affiliates;

     

    (iii) the
      Servicer’s obligation to make P&I Advances or Servicing Advances;
      or

     

    (iv) the
      Servicer’s right to receive compensation for its services
      hereunder.

     

    Subject
      only to the above-described servicing standards (the “Accepted Servicing
      Practices”) and the terms of this Agreement and of the related Mortgage Loans,
      the Servicer shall have full power and authority, to do or cause to be done
      any
      and all things in connection with such servicing and administration which it
      may
      deem necessary or desirable with the goal of maximizing proceeds of the Mortgage
      Loan. Without limiting the generality of the foregoing, the Servicer in its
      own
      name is hereby authorized and empowered by the Trustee when the Servicer
      believes it appropriate in its best judgment, to execute and deliver, on behalf
      of the Trust Fund, the Certificateholders and the Trustee or any of them, and
      upon written notice to the Trustee, any and all instruments of satisfaction
      or
      cancellation, or of partial or full release or discharge or subordination,
      and
      all other comparable instruments, with respect to the related Mortgage Loans
      and
      the related Mortgaged Properties and to institute foreclosure proceedings or
      obtain a deed-in-lieu of foreclosure so as to convert the ownership of such
      properties, and to hold or cause to be held title to such properties, on behalf
      of the Trustee, for the benefit of the Trust Fund and the Certificateholders.
      The Servicer shall service and administer the related Mortgage Loans in
      accordance with applicable state and federal law and shall provide to the
      Mortgagors any reports required to be provided to them thereby. The Servicer
      shall also comply in the performance of this Agreement with all reasonable
      rules
      and requirements of each insurer under any standard hazard insurance policy.
      Subject to Section 3.14, the Trustee shall execute, at the written request
      of the Servicer, and furnish to the Servicer a power of attorney in the form
      of
      Exhibit D hereto and other documents necessary or appropriate to enable the
      Servicer to carry out its servicing and administrative duties hereunder, and
      furnished to the Trustee by the Servicer, and the Trustee shall not be liable
      for the actions of the Servicer under such powers of attorney and shall be
      indemnified by the Servicer for any cost, liability or expense incurred by
      the
      Trustee in connection with the Servicer’s use or misuse of any such power of
      attorney.

     

    
      
        
        

      

      
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    The
      Servicer is hereby authorized and empowered in its own name or in the name of
      the Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
      believes it is appropriate in its best judgment to register any Mortgage Loan
      on
      the MERS® System, or cause the removal from the registration of any Mortgage
      Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
      the Certificateholders or any of them, any and all instruments of assignment
      and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. Any reasonable expenses incurred in connection with
      the
      actions described in the preceding sentence or as a result of MERS discontinuing
      or becoming unable to continue operations in connection with the MERS® System,
      shall be reimbursable by the Trust Fund to the Servicer.

     

    In
      accordance with Accepted Servicing Practices, the Servicer shall make or cause
      to be made Servicing Advances as necessary for the purpose of effecting the
      payment of taxes and assessments on the Mortgaged Properties, which Servicing
      Advances shall be reimbursable in the first instance from related collections
      from the related Mortgagors pursuant to Section 3.07 of this Agreement, and
      further as provided in Section 3.09 of this Agreement; provided, however,
      the Servicer shall only make such Servicing Advance if the related Mortgagor
      has
      not made such payment and if the failure to make such Servicing Advance would
      result in the loss of the related Mortgaged Property due to a tax sale or
      foreclosure as result of a tax lien; provided, however, that the Servicer shall
      be required to make such Servicing Advances only to the extent that such
      Servicing Advances, in the good faith judgment of the Servicer, will be
      recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds,
      or
      otherwise out of the proceeds of the related Mortgage Loan. Any cost incurred
      by
      the Servicer in effecting the payment of taxes and assessments on a Mortgaged
      Property shall not, for the purpose of calculating the Scheduled Principal
      Balance of such Mortgage Loan or distributions to Certificateholders, be added
      to the unpaid principal balance of the related Mortgage Loan, notwithstanding
      that the terms of such Mortgage Loan so permit. The parties to this Agreement
      acknowledge that Servicing Advances shall be reimbursable pursuant to
      Section 3.09 of this Agreement, and agree that no Servicing Advance shall
      be rejected or disallowed by any party unless it has been shown that such
      Servicing Advance was not made in accordance with
      the
      terms of this Agreement. Notwithstanding the foregoing, the parties understand
      and agree that, with respect to any Mortgage Loan (1) the Master Servicer shall
      not approve the reimbursement of any Servicing Advance made with respect to
      such
      Mortgage Loan prior to the Cut-off Date (each, a “Pre-Cut-off Date Advance”)
      unless and until it has received a Servicing Advance Schedule listing the amount
      of Pre-Cut-off Date Advances made in respect of such Mortgage Loan from (a)
      the
      Servicer with respect to any Mortgage Loans that were transferred to the
      Servicer prior to the Cut-off Date and/or (b) the Depositor with respect to
      any
      Mortgage Loans that were transferred to the Servicer after the Cut-off Date,
      as
      applicable, (2) the aggregate Pre-Cut-off Date Advances reimbursable hereunder
      with respect to such Mortgage Loan shall not exceed the amount of Pre-Cut-off
      Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule
      delivered to the Master Servicer, (3) the Depositor shall be deemed to have
      agreed with and approved the Pre-Cut-off Date Advances shown on any Servicing
      Advance Schedule furnished to the Master Servicer, and (4) the Master Servicer
      will have no liability to the Depositor, the Servicer or any other Person,
      including any Certificateholder, for approving reimbursement of related
      Pre-Cut-off Date Advances so long as the aggregate amount of such advances
      reimbursed hereunder does not exceed of the amount of Pre-Cut-off Date Advances
      for such Mortgage Loan shown on the Servicing Advance Schedule.
      In no
      event shall the Servicer be entitled to reimbursement for any Pre-Cut-off Date
      Advance if the Servicer determines that such Pre-Cut-off Date Advance
      constitutes a Nonrecoverable Servicing Advance. 

     

    
      
        
        

      

      
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    Notwithstanding
      anything in this Agreement to the contrary, the Servicer may not make any future
      advances with respect to a Mortgage Loan and shall not permit any modification
      with respect to any related Mortgage Loan that would change the Mortgage Rate,
      reduce or increase the principal balance (except for reductions resulting from
      actual payments of principal) or change the final maturity date on such related
      Mortgage Loan (unless, as provided in Section 3.06 of this Agreement, the
      related Mortgagor is in default with respect to the related Mortgage Loan or
      such default is, in the judgment of the Servicer, reasonably foreseeable) or
      any
      modification, waiver or amendment of any term of any related Mortgage Loan
      that
      would both (A) effect an exchange or reissuance of such Mortgage Loan under
      Section 1001 of the Code (or final, temporary or proposed Treasury
      regulations promulgated thereunder) and (B) cause any Trust REMIC created
      hereunder to fail to qualify as a REMIC under the Code or the imposition of
      any
      tax on “prohibited transactions” or “contributions after the startup date” under
      the REMIC Provisions.

     

    In
      the
      event that the Mortgage Loan Documents relating to a Mortgage Loan contain
      provisions requiring the related Mortgagor to arbitrate disputes (at the option
      of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the
      Servicer to waive the Trustee’s right or option to arbitrate disputes and to
      send written notice of such waiver to the Mortgagor, although the Mortgagor
      may
      still require arbitration at its option.

     

    
      
        
        

      

      
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    To
      the
      extent that the Servicer has serviced the Mortgage Loans for a period of sixty
      (60) days, the Servicer will fully furnish, in accordance with the Fair Credit
      Reporting Act and its implementing regulations and any other applicable law,
      accurate and complete information (e.g., favorable and unfavorable) on its
      borrower credit files to Equifax, Experian and Trans Union Credit Information
      Company or their successors on a monthly basis.

     

    SECTION
      3.02. Sub-Servicing
      Agreements Between the Servicer and Sub-Servicers.

     

    (a) The
      Servicer may arrange for the subservicing of any Mortgage Loan by a Sub-
      Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing
      arrangement and the terms of the related Sub-Servicing Agreement must provide
      for the servicing of such Mortgage Loans in a manner consistent with the
      servicing arrangements contemplated hereunder and the Servicer shall cause
      any
      Sub-Servicer to comply with the provisions of this Agreement (including, without
      limitation, to provide the information required to be delivered under Sections
      3.17, 3.18 and 3.19 hereof), to the same extent as if such Sub-Servicer were
      the
      Servicer. The Servicer shall be responsible for obtaining from each Sub-Servicer
      and delivering to the Master Servicer any annual statement of compliance,
      assessment of compliance, attestation report and Sarbanes-Oxley related
      certification as and when required to be delivered. Each Sub-Servicer shall
      be
      (i) authorized to transact business in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Sub-Servicer to perform its obligations
      hereunder and under the Sub-Servicing Agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. Notwithstanding the provisions of any
      Sub-Servicing Agreement, any of the provisions of this Agreement relating to
      agreements or arrangements between the Servicer or a Sub-Servicer or reference
      to actions taken through the Servicer or otherwise, the Servicer shall remain
      obligated and liable to the Depositor, the Trustee and the Certificateholders
      for the servicing and administration of the Mortgage Loans in accordance with
      the provisions of this Agreement without diminution of such obligation or
      liability by virtue of such Sub-Servicing Agreements or arrangements or by
      virtue of indemnification from the Sub-Servicer and to the same extent and
      under
      the same terms and conditions as if the Servicer alone were servicing and
      administering the Mortgage Loans. Every Sub-Servicing Agreement entered into
      by
      the Servicer shall contain a provision giving the successor servicer the option
      to terminate such agreement in the event a successor servicer is appointed.
      All
      actions of each Sub-Servicer performed pursuant to the related Sub-Servicing
      Agreement shall be performed as an agent of the Servicer with the same force
      and
      effect as if performed directly by the Servicer.

     

    (b) Notwithstanding
      the foregoing, the Servicer shall be entitled to outsource one or more separate
      servicing functions to a Subcontractor that does not meet the eligibility
      requirements for a Sub-Servicer, so long as such outsourcing does not constitute
      the delegation of the Servicer’s obligation to perform all or substantially all
      of the servicing of the related Mortgage Loans to such Subcontractor. The
      Servicer shall promptly, upon request, provide to the Master Servicer, the
      Trustee and the Depositor a written description (in form and substance
      reasonably satisfactory to the Master Servicer, the Trustee and the Depositor)
      of the role and function of each Subcontractor utilized by the Servicer,
      specifying (i) the identity of each such Subcontractor “participating in the
      servicing function” within the meaning of Item 1122 of Regulation AB, and (ii)
      which elements of the Servicing Criteria will be addressed in assessments of
      compliance provided by each Subcontractor identified pursuant to clause (i)
      of
      this subsection; provided, however, that the Servicer shall not be required
      to
      provide the information in clauses (i) or (ii) of this subsection until such
      time that the applicable assessment of compliance is due pursuant to
      Section 3.18 of this Agreement. The use by the Servicer of any such
      Subcontractor shall not release the Servicer from any of its obligations
      hereunder and the Servicer shall remain responsible hereunder for all acts
      and
      omissions of such Subcontractor as fully as if such acts and omissions were
      those of the Servicer, and the Servicer shall pay all fees and expenses of
      the
      Subcontractor from the Servicer’s own funds.

     

    
      
        
        

      

      
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    (c) As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicer shall cause any such Subcontractor used by the
      Servicer for the benefit of the Master Servicer, the Trustee and the Depositor
      to comply with the provisions of Sections 3.18 and 3.19 of this Agreement to
      the
      same extent as if such Subcontractor were the Servicer. The Servicer shall
      be
      responsible for obtaining from each such Subcontractor and delivering to the
      Master Servicer and any Depositor any assessment of compliance, attestation
      report and Sarbanes-Oxley related certification required to be delivered by
      such
      Subcontractor under Sections 3.18 and 3.19, in each case as and when required
      to
      be delivered.

     

    (d) For
      purposes of this Agreement, the Servicer shall be deemed to have received any
      collections, recoveries or payments with respect to the Mortgage Loans that
      are
      received by a Sub-Servicer regardless of whether such payments are remitted
      by
      the Sub-Servicer to the Servicer. 

     

    SECTION
      3.03. Successor
      Sub-Servicers.

     

    Any
      Sub-Servicing Agreement shall provide that the Servicer shall be entitled to
      terminate any Sub-Servicing Agreement and to either itself directly service
      the
      related Mortgage Loans or enter into a Sub-Servicing Agreement with a successor
      Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing
      Agreement shall include the provision that such agreement may be immediately
      terminated as soon as is reasonably possible by any successor to the Servicer
      without fee or, in the event a termination fee exists, such fee shall be payable
      by the Servicer from its own funds without reimbursement therefor, in accordance
      with the terms of this Agreement, in the event that the Servicer (or any
      successor to the Servicer) shall, for any reason, no longer be the Servicer
      of
      the related Mortgage Loans (including termination due to the Servicer Event
      of
      Default). The Servicer shall be entitled to enter into an agreement with its
      Sub-Servicer and Subcontractor for indemnification of the Servicer or
      Subcontractor, as applicable, by such Sub-Servicer and nothing contained in
      this
      Agreement shall be deemed to limit or modify such indemnification.

     

    SECTION
      3.04. No
      Contractual Relationship Between Sub-Servicer, Subcontractor, Trustee or the
      Certificateholders.

     

    Any
      Sub-Servicing Agreement and any other transactions or services relating to
      the
      Mortgage Loans involving a Sub-Servicer or a Subcontractor, as applicable shall
      be deemed to be between the Sub-Servicer and the Servicer or Subcontractor,
      as
      applicable alone and the Master Servicer, Trustee and the Certificateholders
      shall not be deemed parties thereto and shall have no claims, rights,
      obligations, duties or liabilities with respect to any Sub-Servicer or
      Subcontractor except as set forth in Section 3.05 of this
      Agreement.

     

    
      
        
        

      

      
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    SECTION
      3.05. Assumption
      or Termination of Sub-Servicing Agreement by Successor Servicer.

     

    In
      connection with the assumption of the responsibilities, duties and liabilities
      and of the authority, power and rights of the Servicer hereunder by a successor
      servicer pursuant to Section 8.02, it is understood and agreed that the
      Servicer’s rights and obligations under any Sub-Servicing Agreement then in
      force between the Servicer and a Sub-Servicer shall be assumed simultaneously
      by
      such successor servicer without act or deed on the part of such successor
      servicer; provided, however, that any successor servicer may terminate the
      Sub-Servicer.

     

    The
      Servicer shall, upon the reasonable request of the Master Servicer, but at
      its
      own expense, deliver to the assuming party documents and records relating to
      each Sub-Servicing Agreement and an accounting of amounts collected and held
      by
      it and otherwise use its best efforts to effect the orderly and efficient
      transfer of the Sub-Servicing Agreements to the assuming party.

     

    The
      Servicing Fee payable to any such successor servicer shall be payable from
      payments received on the Mortgage Loans in the amount and in the manner set
      forth in this Agreement.

     

    SECTION
      3.06. Collection
      of Certain Mortgage Loan Payments.

     

    The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the related Mortgage Loans, and shall, to the extent
      such procedures shall be consistent with this Agreement and Accepted Servicing
      Practices, follow such collection procedures as it would follow with respect
      to
      mortgage loans comparable to the Mortgage Loans and held for its own account.
      Consistent with the foregoing, the Servicer may in its discretion (i) waive
      any
      late payment charge or, if applicable, penalty interest or (ii) extend the
      due
      dates for the Monthly Payments due on a Mortgage Note related to a Mortgage
      Loan
      for a period of not greater than 180 days; provided that any extension pursuant
      to this clause shall not affect the amortization schedule of any Mortgage Loan
      for purposes of any computation hereunder. Notwithstanding the foregoing, in
      the
      event that any Mortgage Loan is in default or, in the judgment of the Servicer,
      such default is reasonably foreseeable, the Servicer, consistent with Accepted
      Servicing Practices may waive, modify or vary any term of such Mortgage Loan
      (including, but not limited to, modifications that change the Mortgage Rate,
      forgive the payment of principal or interest or extend the final maturity date
      of such Mortgage Loan), accept payment from the related Mortgagor of an amount
      less than the Scheduled Principal Balance in final satisfaction of such Mortgage
      Loan, or consent to the postponement of strict compliance with any such term
      or
      otherwise 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 Certificateholders (taking into account any estimated
      Realized Loss that might result absent such action). The Servicer shall not
      be
      required to institute or join in litigation with respect to collection of any
      payment (whether under a Mortgage, Mortgage Note or otherwise or against any
      public or governmental authority with respect to a taking or condemnation)
      if it
      reasonably believes that enforcing the provision of the Mortgage or other
      instrument pursuant to which such payment is required is prohibited by
      applicable law.

     

    
      
        
        

      

      
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    SECTION
      3.07. Collection
      of Taxes, Assessments and Similar Items; Servicing Accounts.

     

    To
      the
      extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
      establish and maintain one or more accounts (the “Servicing Accounts”), into
      which all collections from the Mortgagors (or related advances from
      Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard
      insurance premiums, and comparable items for the account of the Mortgagors
      (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be
      Eligible Accounts. The Servicer shall deposit in the clearing account in which
      it customarily deposits payments and collections on mortgage loans in connection
      with its mortgage loan servicing activities on a daily basis, and in no event
      more than one (1) Business Day after the Servicer’s receipt thereof, all Escrow
      Payments collected on account of the Mortgage Loans and shall thereafter deposit
      such Escrow Payments in the Servicing Accounts, in no event later than the
      second Business Day after the deposit of good funds into the clearing account,
      and retain therein, all Escrow Payments collected on account of the Mortgage
      Loans, for the purpose of effecting the timely payment of any such items as
      required under the terms of this Agreement. Withdrawals of amounts from a
      Servicing Account may be made by the Servicer only to (i) effect timely payment
      of taxes, assessments, fire, flood, and hazard insurance premiums, and
      comparable items; (ii) reimburse itself out of related collections for any
      Servicing Advances made pursuant to Section 3.01 (with respect to taxes and
      assessments) and Section 3.11 (with respect to fire, flood and hazard
      insurance); (iii) refund to Mortgagors any sums as may be determined to be
      overages; (iv) for application to restore or repair the related Mortgaged
      Property in accordance with Section 3.11; (v) pay interest, if required and
      as described below, to Mortgagors on balances in the Servicing Account; or,
      only
      to the extent not required to be paid to the related Mortgagors, to pay itself
      interest on balances in the Servicing Account; or (vi) clear and terminate
      the
      Servicing Account at the termination of the Servicer’s obligations and
      responsibilities in respect of the Mortgage Loans under this Agreement in
      accordance with Article X. As part of its servicing duties, the Servicer shall
      pay to the Mortgagors interest on funds in Servicing Accounts, to the extent
      required by law and, to the extent that interest earned on funds in the
      Servicing Accounts is insufficient, to pay such interest from its own funds,
      without any reimbursement therefor. Notwithstanding the foregoing, the Servicer
      shall not be obligated to collect Escrow Payments if the related Mortgage Loan
      does not require such payments but the Servicer shall nevertheless be obligated
      to make Servicing Advances as provided in Section 3.01 and
      Section 3.11. In the event the Servicer shall deposit in the Servicing
      Accounts any amount not required to be deposited therein, it may at any time
      withdraw such amount from the Servicing Accounts, any provision to the contrary
      notwithstanding.

     

    To
      the
      extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
      shall determine whether any such payments are made by the Mortgagor in a manner
      and at a time that is necessary to avoid the loss of the Mortgaged Property
      due
      to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
      that all insurance required to be maintained on the Mortgaged Property pursuant
      to this Agreement is maintained. If any such payment has not been made and
      the
      Servicer receives notice of a tax lien with respect to the Mortgage Loan being
      imposed, the Servicer shall, promptly and to the extent required to avoid loss
      of the Mortgaged Property, advance or cause to be advanced funds necessary
      to
      discharge such lien on the Mortgaged Property unless the Servicer determines
      the
      advance to be nonrecoverable. The Servicer assumes full responsibility for
      the
      payment of all such bills and shall effect payments of all such bills
      irrespective of the Mortgagor’s faithful performance in the payment of same or
      the making of the Escrow Payments and shall make Servicing Advances to effect
      such payments subject to its determination of recoverability.

     

    
      
        
        

      

      
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    SECTION
      3.08. Collection
      Account and Distribution Account.

     

    (a) On
      behalf
      of the Trust Fund, the Servicer shall establish and maintain one or more
“Collection Accounts”, held in trust for the benefit of the Trustee and the
      Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
      or
      cause to be deposited in the clearing account in which it customarily deposits
      payments and collections on mortgage loans in connection with its mortgage
      loan
      servicing activities on a daily basis, and in no event more than one Business
      Day after the Servicer’s receipt thereof, and shall thereafter deposit in the
      Collection Account, in no event later than two Business Days after the deposit
      of good funds into the clearing account, as and when received or as otherwise
      required hereunder, the following payments and collections received or made
      by
      it on or subsequent to the Cut-off Date other than amounts attributable to
      a Due
      Date on or prior to the Cut-off Date:

     

    (i) all
      payments on account of principal, including Principal Prepayments, on the
      Mortgage Loans;

     

    (ii) all
      payments on account of interest (net of the related Servicing Fee and any
      Prepayment Interest Excess) on each Mortgage Loan;

     

    (iii) all
      Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
      in
      respect of any particular REO Property) and all Subsequent Recoveries with
      respect to the Mortgage Loans;

     

    (iv) any
      amounts required to be deposited by the Servicer pursuant to Section 3.10
      of this Agreement in connection with any losses realized on Permitted
      Investments with respect to funds held in the Collection Account;

     

    (v) any
      amounts required to be deposited by the Servicer pursuant to the second
      paragraph of Section 3.11(a) of this Agreement in respect of any blanket
      policy deductibles; and

     

    (vi) any
      Purchase Price or Substitution Shortfall Amount delivered to the Servicer and
      all proceeds (net of amounts payable or reimbursable to the Servicer, the Master
      Servicer, the Trustee, the Custodian or the Securities Administrator) of
      Mortgage Loans purchased in accordance with Section 2.03, Section 3.13
      or Section 10.01 of this Agreement.

     

    The
      foregoing requirements for deposit in the Collection Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, Ancillary Income, Prepayment Interest Excess and payments in the
      nature of late payment charges, assumption fees or other similar fees need
      not
      be deposited by the Servicer in the Collection Account and may be retained
      by
      the Servicer as additional servicing compensation. In the event the Servicer
      shall deposit in the Collection Account any amount not required to be deposited
      therein, it may at any time withdraw such amount from the Collection Account,
      any provision herein to the contrary notwithstanding.

     

    
      
        
        

      

      
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    (b) On
      behalf
      of the Trust Fund, the Securities Administrator shall establish and maintain
      one
      or more accounts (such account or accounts, the “Distribution Account”), held in
      trust for the benefit of the Trustee, the Trust Fund and the Certificateholders.
      On behalf of the Trust Fund, the Servicer shall deliver to the Securities
      Administrator in immediately available funds for deposit in the Distribution
      Account on or before 12:00 noon New York time on the Servicer Remittance Date,
      that portion of the Available Distribution Amount (calculated without regard
      to
      the references in clause (2) of the definition thereof to amounts that may
      be
      withdrawn from the Distribution Account) for the related Distribution Date
      then
      on deposit in the Collection Account and the amount of any funds reimbursable
      to
      an Advance Financing Person pursuant to Section 3.25 of this Agreement.


     

    With
      respect to any remittance received by the Securities Administrator after the
      Servicer Remittance Date on which such payment was due, the Securities
      Administrator shall send written notice thereof to the Servicer. The Servicer
      shall pay to the Securities Administrator interest on any such late payment
      by
      the Servicer at an annual rate equal to Prime Rate (as defined in The
      Wall Street Journal)
      plus
      one percentage point, but in no event greater than the maximum amount permitted
      by applicable law. Such interest shall be paid by the Servicer to the Securities
      Administrator on the date such late payment is made and shall cover the period
      commencing with the day following the Servicer Remittance Date and ending with
      the Business Day on which such payment is made, both inclusive. The payment
      by
      the Servicer of any such interest, or the failure of the Securities
      Administrator to notify the Servicer of such interest, shall not be deemed
      an
      extension of time for payment or a waiver of any Event of Default by the
      Servicer.

     

    On
      the
      Servicer Remittance Date, GMACM shall remit all amount required to be remitted
      to the Securities Administrator for deposit in the Distribution Account as
      provided in the Servicing Agreement.

     

    (c) Funds
      in
      the Collection Account and in the Distribution Account may be invested in
      Permitted Investments in accordance with the provisions set forth in
      Section 3.10. The Servicer shall give notice to the Trustee, the Securities
      Administrator and the Master Servicer of the location of the Collection Account
      when established and prior to any change thereof. The Securities Administrator
      shall give notice to the Servicer and the Depositor of the location of the
      Distribution Account when established and prior to any change
      thereof.

     

    (d) Funds
      held in the Collection Account at any time may be delivered by the Servicer
      in
      immediately available funds to the Securities Administrator for deposit in
      the
      Distribution Account. In the event the Servicer shall deliver to the Securities
      Administrator for deposit in the Distribution Account any amount not required
      to
      be deposited therein, it may at any time request that the Securities
      Administrator withdraw such amount from the Distribution Account and remit
      to it
      any such amount, any provision herein to the contrary notwithstanding. In no
      event shall the Securities Administrator incur liability as a result of
      withdrawals from the Distribution Account at the direction of the Servicer
      in
      accordance with the immediately preceding sentence. In addition, the Servicer
      shall deliver to the Securities Administrator no later than the Servicer
      Remittance Date the amounts set forth in clauses (i) through (iv)
      below:

     

    (i) any
      P&I Advances, as required pursuant to Section 5.03 of this
      Agreement;

     

    
      
        
        

      

      
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    (ii) any
      amounts required to be deposited pursuant to Section 3.21(d) or 3.21(f) of
      this Agreement in connection with any related REO Property;

     

    (iii) any
      amounts to be paid in connection with a purchase of Mortgage Loans and REO
      Properties pursuant to Section 10.01 of this Agreement; and

     

    (iv) any
      amounts required to be deposited pursuant to Section 3.22 of this Agreement
      in connection with any Prepayment Interest Shortfalls.

     

    SECTION
      3.09. Withdrawals
      from the Collection Account and Distribution Account.

     

    (a) The
      Servicer shall, from time to time, make withdrawals from the Collection Account
      for any of the following purposes or as described in Section 5.03 of this
      Agreement:

     

    (i) to
      remit
      to the Securities Administrator for deposit in the Distribution Account the
      amounts required to be so remitted pursuant to Section 3.08(b) of this
      Agreement or permitted to be so remitted pursuant to the first sentence of
      Section 3.08(d) of this Agreement;

     

    (ii) subject
      to Section 3.13(d) of this Agreement, to reimburse itself (including any
      successor Servicer) for P&I Advances made by it, but only to the extent of
      amounts received which represent Late Collections (net of the related Servicing
      Fees) of Monthly Payments on related Mortgage Loans with respect to which such
      P&I Advances were made in accordance with the provisions of
      Section 5.03;

     

    (iii) subject
      to Section 3.13(d) of this Agreement, to pay itself any unpaid Servicing
      Fees and reimburse itself any unreimbursed Servicing Advances with respect
      to
      each related Mortgage Loan, but only to the extent of any Liquidation Proceeds
      and Insurance Proceeds received with respect to such related Mortgage Loan
      or
      rental or other income from the related REO Property;

     

    (iv) to
      pay to
      itself as servicing compensation (in addition to the Servicing Fee or any
      portion thereof payable to the Servicer) on the Servicer Remittance Date any
      interest or investment income earned on funds deposited in the Collection
      Account;

     

    
      
        
        

      

      
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    (v) to
      pay to
      itself or the Sponsor, as the case may be, with respect to each related Mortgage
      Loan that has previously been purchased or replaced pursuant to
      Section 2.03 or Section 3.13(c) of this Agreement all amounts received
      thereon not included in the Purchase Price or the Substitution Shortfall
      Amount;

     

    (vi) to
      reimburse itself (including any successor to the Servicer) for

     

    (A) any
      P&I Advance or Servicing Advance previously made by it which the Servicer
      has determined to be a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance in accordance with the provisions of Section 5.03 of this
      Agreement; provided, however, the Servicer shall not be entitled to
      reimbursement for any Servicing Advance made prior to the Cut-off Date if the
      Servicer determines that such Servicing Advance constitutes a Nonrecoverable
      Servicing Advance;

     

    (B) any
      unpaid Servicing Fees to the extent not recoverable from Liquidation Proceeds,
      Insurance Proceeds or other amounts received with respect to the related
      Mortgage Loan under Section 3.08(a)(iii) of this Agreement; or

     

    (C) any
      P&I Advance or Servicing Advance made with respect to a delinquent Mortgage
      Loan which Mortgage Loan has been modified by the Servicer in accordance with
      the terms of this Agreement; provided that the Servicer shall only reimburse
      itself for such P&I Advances and Servicing Advances at the time of such
      modification or as otherwise provided in this Section 3.09;

     

    (vii) to
      reimburse itself or the Depositor for expenses incurred by or reimbursable
      to
      itself or the Depositor, as the case may be, pursuant to Section 3.01 or
      Section 7.03 of this Agreement;

     

    (viii) to
      reimburse itself or the Trustee, as the case may be, for expenses reasonably
      incurred in respect of the breach or defect giving rise to the purchase
      obligation under Section 2.03 of this Agreement that were included in the
      Purchase Price of the related Mortgage Loan, including any expenses arising
      out
      of the enforcement of the purchase obligation;

     

    (ix) to
      pay,
      or to reimburse itself for advances in respect of, expenses incurred in
      connection with any related Mortgage Loan pursuant to Section 3.13(b) of
      this Agreement; 

     

    (x) to
      pay to
      itself any Prepayment Interest Excess on the related Mortgage Loans to the
      extent not retained pursuant to Section 3.08(a)(ii)) of this Agreement;
      and

     

    (xi) to
      clear
      and terminate the Collection Account pursuant to Section 10.01 of this
      Agreement.

     

    
      
        
        

      

      
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    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, to the extent held by or on behalf of it, pursuant to
      subclauses (ii), (iii), (v), (vi), (vii), (viii), (ix), (x) and (xi)
      above.

     

    (b) The
      Securities Administrator shall, from time to time, make withdrawals from the
      Distribution Account, for any of the following purposes, without
      priority:

     

    (i) to
      make
      distributions to Certificateholders in accordance with Section 5.01 of this
      Agreement;

     

    (ii) to
      pay to
      itself, the Custodian and the Master Servicer amounts to which it is entitled
      pursuant to Section 9.05 of this Agreement or any other provision of this
      Agreement and any Extraordinary Trust Fund Expenses;

     

    (iii) to
      reimburse itself or the Master Servicer pursuant to Section 8.01(a) and
      Section 8.02 of this Agreement;

     

    (iv) to
      pay
      any amounts in respect of taxes pursuant to Section 11.01(g)(v) of this
      Agreement;

     

    (v) to
      pay
      the Credit Risk Management Fee to the Credit Risk Manager; and

     

    (vi) to
      clear
      and terminate the Distribution Account pursuant to Section 10.01 of this
      Agreement.

     

    SECTION
      3.10. Investment
      of Funds in the Investment Accounts.

     

    (a) The
      Servicer may direct, by means of written directions (which may be standing
      directions), any Depository Institution maintaining the Collection Account
      to
      invest the funds in the Collection Account (for purposes of this
      Section 3.10, an “Investment Account”) in one or more Permitted Investments
      bearing interest or sold at a discount, and maturing, unless payable on demand,
      (i) no later than the Business Day immediately preceding the date on which
      such
      funds are required to be withdrawn from such account pursuant to this Agreement,
      if a Person other than the Securities Administrator is the obligor thereon,
      and
      (ii) no later than the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if the Securities Administrator
      is
      the obligor on such Permitted Investment. Amounts in the Distribution Account
      may be invested in Permitted Investments as directed in writing by the Master
      Servicer and maturing, unless payable on demand, (i) no later than the Business
      Day immediately preceding the date on which such funds are required to be
      withdrawn from such account pursuant to this Agreement, if a Person other than
      the Securities Administrator is the obligor thereon, and (ii) no later than
      the
      date on which such funds are required to be withdrawn from such account pursuant
      to this Agreement, if the Securities Administrator is the obligor thereon.
      All
      such Permitted Investments shall be held to maturity, unless payable on demand.
      Any investment of funds shall be made in the name of the Trustee (in its
      capacity as such) or in the name of a nominee of the Trustee. The Securities
      Administrator shall be entitled to sole possession over each such investment
      in
      the Distribution Account and, subject to subsection (b) below, the income
      thereon, and any certificate or other instrument evidencing any such investment
      shall be delivered directly to the Securities Administrator or its agent,
      together with any document of transfer necessary to transfer title to such
      investment to the Trustee or its nominee. In the event amounts on deposit in
      the
      Collection Account are at any time invested in a Permitted Investment payable
      on
      demand, the party with investment discretion over such Investment Account
      shall:

     

    (x) consistent
      with any notice required to be given thereunder, demand that payment thereon
      be
      made on the last day such Permitted Investment may otherwise mature hereunder
      in
      an amount equal to the lesser of (1) all amounts then payable thereunder and
      (2)
      the amount required to be withdrawn on such date; and

     

    
      
        
        

      

      
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    (y) demand
      payment of all amounts due thereunder promptly upon receipt by such party of
      written notice from the Servicer that such Permitted Investment would not
      constitute a Permitted Investment in respect of funds thereafter on deposit
      in
      the Investment Account.

     

    (b) All
      income and gain realized from the investment of funds deposited in the
      Collection Account shall be for the benefit of the Servicer and shall be subject
      to its withdrawal in accordance with Section 3.09. The Servicer shall
      deposit in the Collection Account the amount of any loss incurred in respect
      of
      any such Permitted Investment made with funds in such account immediately upon
      realization of such loss. All earnings and gain realized from the investment
      of
      funds deposited in the Distribution Account shall be for the benefit of the
      Master Servicer. The Master Servicer shall remit from its own funds for deposit
      into the Distribution Account the amount of any loss incurred on Permitted
      Investments in the Distribution Account.

     

    (c) Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment, the Trustee
      may and, subject to Section 9.01 and Section 9.02(a)(v), shall, at the
      written direction of the Servicer, take such action as may be appropriate to
      enforce such payment or performance, including the institution and prosecution
      of appropriate proceedings.

     

    (d) The
      Trustee, the Master Servicer or their respective Affiliates are permitted to
      receive additional compensation that could be deemed to be in the Trustee’s or
      the Master Servicer’s economic self-interest for (i) serving as investment
      adviser, administrator, shareholder servicing agent, custodian or sub-custodian
      with respect to certain of the Permitted Investments, (ii) using Affiliates
      to
      effect transactions in certain Permitted Investments and (iii) effecting
      transactions in certain Permitted Investments. Such compensation shall not
      be
      considered an amount that is reimbursable or payable to the Trustee or the
      Master Servicer pursuant to Section 3.09 or 3.10 or otherwise payable in
      respect of Extraordinary Trust Fund Expenses. Such additional compensation
      shall
      not be an expense of the Trust Fund.

     

    
      
        
        

      

      
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    SECTION
      3.11. Maintenance
      of Hazard Insurance, Errors and Omissions and Fidelity Coverage and Primary
      Mortgage Insurance.

     

    (a) The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained,
      the
      Servicer shall cause to be maintained for each Mortgaged Property fire and
      hazard insurance with extended coverage as is customary in the area where the
      Mortgaged Property is located in an amount which is at least equal to the lesser
      of the current principal balance of the related Mortgage Loan and the amount
      necessary to compensate fully for any damage or loss to the improvements which
      are a part of such property on a replacement cost basis, in each case in an
      amount not less than such amount as is necessary to avoid the application of
      any
      coinsurance clause contained in the related hazard insurance policy. The
      Servicer shall also cause to be maintained fire and hazard insurance on each
      REO
      Property with extended coverage as is customary in the area where the Mortgaged
      Property is located in an amount which is at least equal to the lesser of (i)
      the maximum insurable value of the improvements which are a part of such
      property and (ii) the outstanding principal balance of the related Mortgage
      Loan
      (including, with respect to each second lien Mortgage Loan, the outstanding
      principal balance of the related first lien) at the time it became an REO
      Property, in each case in an amount not less than such amount as is necessary
      to
      avoid the application of any coinsurance clause contained in the related hazard
      insurance policy. The Servicer will comply in the performance of this Agreement
      with all reasonable rules and requirements of each insurer under any such hazard
      policies. Any amounts to be collected by the Servicer under any such policies
      (other than amounts to be applied to the restoration or repair of the property
      subject to the related Mortgage or amounts to be released to the Mortgagor
      in
      accordance with Accepted Servicing Practices, subject to the terms and
      conditions of the related Mortgage and Mortgage Note) shall be deposited in
      the
      Collection Account, subject to withdrawal pursuant to Section 3.09, if
      received in respect of a Mortgage Loan, or in the REO Account, subject to
      withdrawal pursuant to Section 3.21, if received in respect of an REO
      Property. Any cost incurred by the Servicer in maintaining any such insurance
      shall not, for the purpose of calculating distributions to Certificateholders,
      be added to the unpaid principal balance of the related Mortgage Loan,
      notwithstanding that the terms of such Mortgage Loan so permit. It is understood
      and agreed that no earthquake or other additional insurance is to be required
      of
      any Mortgagor 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 related Mortgaged Property is located in an area identified by the Flood
      Emergency Management Agency as having special flood hazards (and such flood
      insurance has been made available) the Servicer shall cause to be maintained
      a
      flood insurance policy in an amount representing coverage equal to the lesser
      of: (i) the minimum amount required, under the terms of coverage, to compensate
      for any damage or loss on a replacement cost basis (or the unpaid balance of
      the
      mortgage if replacement cost coverage is not available for the type of building
      insured) and (ii) the maximum amount of insurance which is available under
      the
      Flood Disaster Protection Act of 1973, as amended. If at any time during the
      term of the Mortgage Loan, the Servicer determines in accordance with applicable
      law that a Mortgaged Property or REO Property is located in a special flood
      hazard area and is not covered by flood insurance or is covered in an amount
      less than the amount required by the Flood Disaster Protection Act of 1973,
      as
      amended, the Servicer shall notify the related Mortgagor that the Mortgagor
      must
      obtain such flood insurance coverage, and if said Mortgagor fails to obtain
      the
      required flood insurance coverage within forty-five (45) days after such
      notification, the Servicer shall immediately force place the required flood
      insurance on the Mortgagor’s behalf.

     

    
      
        
        

      

      
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    In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
      Guide or otherwise acceptable to Fannie Mae or Freddie Mac insuring against
      hazard losses on all of the related Mortgage Loans, it shall conclusively be
      deemed to have satisfied its obligations to cause fire and hazard insurance
      to
      be maintained on the Mortgaged Properties, 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 or REO Property a policy complying with this Section 3.11, and
      there shall have been one or more losses which would have been covered by such
      policy, deposit to the Collection Account from its own funds the amount not
      otherwise payable under the blanket policy because of such deductible clause.
      In
      connection with its activities as administrator and servicer of the related
      Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
      the Trustee, the Trust Fund, the Certificateholders, claims under any such
      blanket policy in a timely fashion in accordance with the terms of such
      policy.

     

    (b) The
      Servicer shall keep in force during the term of this Agreement a policy or
      policies of insurance covering errors and omissions for failure in the
      performance of its respective obligations under this Agreement, which policy
      or
      policies shall be in such form and amount that would meet the requirements
      of
      Fannie Mae or Freddie Mac if it were the purchaser of the related Mortgage
      Loans, unless the Servicer, has obtained a waiver of such requirements from
      Fannie Mae or Freddie Mac. The Servicer shall also maintain a fidelity bond
      in
      the form and amount that would meet the requirements of Fannie Mae or Freddie
      Mac, unless the Servicer, has obtained a waiver of such requirements from Fannie
      Mae or Freddie Mac. The Servicer shall be deemed to have complied with this
      provision if an Affiliate of the Servicer, has such errors and omissions and
      fidelity bond coverage and, by the terms of such insurance policy or fidelity
      bond, the coverage afforded thereunder extends to the Servicer. Any such errors
      and omissions policy and fidelity bond shall by its terms not be cancelable
      without thirty days’ prior written notice to the Trustee.

     

    (c) The
      Servicer shall not take any action that would result in noncoverage under any
      applicable primary mortgage insurance policy of any loss which, but for the
      actions of the Servicer would have been covered thereunder. The Servicer shall
      use its best efforts to keep in force and effect any applicable primary mortgage
      insurance policy and, to the extent that the related Mortgage Loan requires
      the
      Mortgagor to maintain such insurance, any other primary mortgage insurance
      applicable to any Mortgage Loan. Except as required by applicable law or the
      related Mortgage Loan Documents, the Servicer shall not cancel or refuse to
      renew any such primary mortgage insurance policy that is in effect at the date
      of the initial issuance of the related Mortgage Note and is required to be
      kept
      in force hereunder.

     

    The
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      claims to the applicable insurer under any primary mortgage insurance policies
      and, in this regard, to take such reasonable action as shall be necessary to
      permit recovery under any primary mortgage insurance policies respecting
      defaulted Mortgage Loans. Pursuant to Section 3.08 of this Agreement, any
      amounts collected by the Servicer under any primary mortgage insurance policies
      shall be deposited in the Collection Account, subject to withdrawal pursuant
      to
      Section 3.09 of this Agreement. Notwithstanding any provision to the
      contrary, the Servicer shall not have any responsibility with respect to a
      primary mortgage insurance policy unless the Servicer has been made aware of
      such policy, as reflected on the Mortgage Loan Schedule or otherwise and have
      been provided with adequate information to administer such policy.

     

    
      
        
        

      

      
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    (d) The
      Servicer need not obtain the approval of the Master Servicer prior to releasing
      any Insurance Proceeds to the Mortgagor to be applied to the restoration or
      repair of the Mortgaged Property if such release is in accordance with Accepted
      Servicing Practices. At a minimum, the Servicer shall comply with the following
      conditions in connection with any such release of Insurance Proceeds in excess
      of $20,000:

     

    (i) the
      Servicer shall receive satisfactory independent verification of completion
      of
      repairs and issuance of any required approvals with respect
      thereto;

     

    (ii) the
      Servicer shall take all steps necessary to preserve the priority of the lien
      of
      the Mortgage, including, but not limited to requiring waivers with respect
      to
      mechanics’ and materialmen’s liens; and

     

    (iii) pending
      repairs or restoration, the Servicer shall place the Insurance Proceeds in
      the
      related Escrow Account, if any.

     

    (e) The
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      claims to the applicable insurer under any primary mortgage insurance policies
      and, in this regard, to take such reasonable action as shall be necessary to
      permit recovery under any primary mortgage insurance policies respecting
      defaulted Mortgage Loans. Pursuant to Section 3.08, any amounts collected
      by the Servicer under any primary mortgage insurance policies shall be deposited
      in the Collection Account, subject to withdrawal pursuant to Section 3.09.
      Notwithstanding any provision to the contrary, the Servicer shall not have
      any
      responsibility with respect to a primary mortgage insurance policy unless the
      Servicer has been made aware of such policy, as reflected on the Mortgage Loan
      Schedule or otherwise and have been provided with adequate information to
      administer such policy. 

     

    SECTION
      3.12. Enforcement
      of Due-on-Sale Clauses; Assumption Agreements

     

    The
      Servicer shall, to the extent it has knowledge of any conveyance of any related
      Mortgaged Property by any related Mortgagor (whether by absolute conveyance
      or
      by contract of sale, and whether or not the Mortgagor remains or is to remain
      liable under the Mortgage Note and/or the Mortgage), exercise its rights to
      accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if
      any, applicable thereto; provided, however, that the Servicer shall not exercise
      any such rights if prohibited by law from doing so. If the Servicer reasonably
      believes that it is unable under applicable law to enforce such “due-on-sale”
clause, or if any of the other conditions set forth in the proviso to the
      preceding sentence apply, the Servicer shall enter into an assumption and
      modification agreement from or with the person to whom such property has been
      conveyed or is proposed to be conveyed, pursuant to which such person becomes
      liable under the Mortgage Note and, to the extent permitted by applicable state
      law, the Mortgagor remains liable thereon. The Servicer is also authorized
      to
      enter into a substitution of liability agreement with such person, pursuant
      to
      which the original Mortgagor is released from liability and such person is
      substituted as the Mortgagor and becomes liable under the Mortgage Note,
      provided that no such substitution shall be effective unless such person
      satisfies the then current underwriting criteria of the Servicer for mortgage
      loans similar to the related Mortgage Loans. In connection with any assumption
      or substitution, the Servicer shall apply such underwriting standards and follow
      such practices and procedures as shall be normal and usual in its general
      mortgage servicing activities and as it applies to other mortgage loans owned
      solely by it. The Servicer shall not take or enter into any assumption and
      modification agreement, however, unless (to the extent practicable in the
      circumstances) it shall have received confirmation, in writing, of the continued
      effectiveness of any applicable hazard insurance policy. Any fee collected
      by
      the Servicer in respect of an assumption or substitution of liability agreement
      will be retained by the Servicer as additional servicing compensation. In
      connection with any such assumption, no material term of the Mortgage Note
      (including but not limited to the related Mortgage Rate and the amount of the
      Monthly Payment) may be amended or modified, except as otherwise required
      pursuant to the terms thereof. The Servicer shall notify the Trustee (or the
      Custodian) that any such substitution or assumption agreement has been completed
      by forwarding to the Trustee (or the Custodian) the executed original of such
      substitution or assumption agreement, which document shall be added to the
      related Mortgage File and shall, for all purposes, be considered a part of
      such
      Mortgage File to the same extent as all other documents and instruments
      constituting a part thereof.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the Servicer
      shall not be deemed to be in default, breach or any other violation of its
      obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the Servicer may be restricted by law from preventing, for any reason whatever.
      For purposes of this Section 3.12, the term “assumption” is deemed to also
      include a sale (of the Mortgaged Property) subject to the Mortgage that is
      not
      accompanied by an assumption or substitution of liability
      agreement.

     

    SECTION
      3.13. Realization
      Upon Defaulted Mortgage Loans.

     

    (a) The
      Servicer shall use commercially reasonable efforts, consistent with Accepted
      Servicing Practices, to foreclose upon or otherwise comparably convert the
      ownership of properties securing such of the Mortgage Loans as come into and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments pursuant to Section 3.06. The Servicer
      shall be responsible for all costs and expenses incurred by it in any such
      proceedings; provided, however, that such costs and expenses will be recoverable
      as Servicing Advances by the Servicer as contemplated in Sections 3.09 and
      3.21.
      The foregoing is subject to the provision that, in any case in which a Mortgaged
      Property shall have suffered damage from an Uninsured Cause, the Servicer shall
      not be required to expend its own funds toward the restoration of such property
      unless it shall determine in its discretion that such restoration will increase
      the proceeds of liquidation of the related Mortgage Loan after reimbursement
      to
      itself for such expenses. 

     

    (b) Notwithstanding
      the foregoing provisions of this Section 3.13 or any other provision of
      this Agreement, with respect to any Mortgage Loan as to which the Servicer
      has
      received actual notice of, or has actual knowledge of, the presence of any
      toxic
      or hazardous substance on the related Mortgaged Property, the Servicer shall
      not, on behalf of the Trust Fund, either (i) obtain title to such Mortgaged
      Property as a result of or in lieu of foreclosure or otherwise, or (ii)
      otherwise acquire possession of, or take any other action with respect to,
      such
      Mortgaged Property, if, as a result of any such action, the Trust Fund, the
      Trustee or the Certificateholders would be considered to hold title to, to
      be a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
      Mortgaged Property within the meaning of the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended from time to time,
      or any comparable law, unless the Servicer has also previously determined,
      based
      on its reasonable judgment and a prudent report prepared by an Independent
      Person who regularly conducts environmental audits using customary industry
      standards, that:

     

    (1) such
      Mortgaged Property is in compliance with applicable environmental laws or,
      if
      not, that it would be in the best economic interest of the Trust Fund to take
      such actions as are necessary to bring the Mortgaged Property into compliance
      therewith; and

     

    
      
        
        

      

      
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    (2) there
      are
      no circumstances present at such Mortgaged Property relating to the use,
      management or disposal of any hazardous substances, hazardous materials,
      hazardous wastes or petroleum-based materials for which investigation, testing,
      monitoring, containment, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that if any such materials are
      present for which such action could be required, that it would be in the best
      economic interest of the Trust Fund to take such actions with respect to the
      affected Mortgaged Property.

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.13 shall
      be advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.09(a)(ix),
      such right of reimbursement being prior to the rights of Certificateholders
      to
      receive any amount in the Collection Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans serviced by the Servicer.

     

    If
      the
      Servicer determines, as described above, that it is in the best economic
      interest of the Trust Fund to take such actions as are necessary to bring any
      such Mortgaged Property into compliance with applicable environmental laws,
      or
      to take such action with respect to the containment, clean-up or remediation
      of
      hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
      materials affecting any such Mortgaged Property, then the Servicer shall take
      such action as it deems to be in the best economic interest of the Trust Fund.
      The cost of any such compliance, containment, cleanup or remediation shall
      be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Sections 3.09(a)(iii) or
      3.09(a)(ix), such right of reimbursement being prior to the rights of
      Certificateholders to receive any amount in the Collection Account received
      in
      respect of the affected Mortgage Loan or other Mortgage Loans serviced by the
      Servicer.

     

    (c) The
      Servicer shall have the right to purchase from REMIC I any defaulted Mortgage
      Loan serviced by it that is 90 days or more delinquent, which the Servicer
      determines in good faith will otherwise become subject to foreclosure
      proceedings (evidence of such determination to be delivered in writing to the
      Trustee, in form and substance satisfactory to the Servicer and the Trustee
      prior to purchase), at a price equal to the Purchase Price. The Purchase Price
      for any Mortgage Loan purchased hereunder shall be deposited in the Collection
      Account, and the Trustee, upon receipt of written certification from the
      Servicer of such deposit, shall release or cause to be released to the Servicer
      the related Mortgage File and the Trustee shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as the Servicer shall furnish and as shall be
      necessary to vest in the Servicer title to any Mortgage Loan released pursuant
      hereto.

     

    
      
        
        

      

      
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    (d) Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds or
      Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
      following order of priority: first, to reimburse the Servicer for any related
      unreimbursed P&I Advances and Servicing Advances, pursuant to
      Section 3.09(a)(ii) or (a)(iii); second, to accrued and unpaid interest on
      the Mortgage Loan, to the date of the Final Recovery Determination, or to the
      Due Date prior to the Distribution Date on which such amounts are to be
      distributed if not in connection with a Final Recovery Determination; and third,
      as a recovery of principal of the Mortgage Loan. If the amount of the recovery
      so allocated to interest is less than the full amount of accrued and unpaid
      interest due on such Mortgage Loan, the amount of such recovery will be
      allocated by the Servicer as follows: first, to unpaid Servicing Fees; and
      second, to the balance of the interest then due and owing. The portion of the
      recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
      Servicer pursuant to Section 3.09(a)(iii). The portion of the recovery
      allocated to interest (net of unpaid Servicing Fees) and the portion of the
      recovery allocated to principal of the Mortgage Loan shall be applied as
      follows: first, to reimburse the Servicer for any related unreimbursed Servicing
      Advances or P&I Advances in accordance with Section 3.09(a)(ii) and any
      other amounts reimbursable to the Servicer pursuant to Section 3.09, and
      second, as part of the amounts to be transferred to the Distribution Account
      in
      accordance with Section 3.08(b). Excess proceeds, if any, from the
      liquidation of a Liquidated Mortgage Loan will be retained by the Servicer
      as
      additional servicing compensation pursuant to Section 3.15.

     

    SECTION
      3.14. Trustee
      to Cooperate; Release of Mortgage Files.

     

    (a) Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the Servicer of a notification that payment in full has been escrowed in a
      manner customary for such purposes for payment to Certificateholders on the
      next
      Distribution Date, the Servicer will promptly furnish to the Custodian, on
      behalf of the Trustee, two copies of a request for release substantially in
      the
      form attached to the Custodial Agreement signed by a Servicing Officer or in
      a
      mutually agreeable electronic format which will, in lieu of a signature on
      its
      face, originate from a Servicing Officer (which certification shall include
      a
      statement to the effect that all amounts received in connection with such
      payment that are required to be deposited in the Collection Account have been
      or
      will be so deposited) and shall request that the Custodian, on behalf of the
      Trustee, deliver to the Servicer the related Mortgage File. Upon receipt of
      such
      certification and request, the Custodian, on behalf of the Trustee, shall within
      three (3) Business Days release the related Mortgage File to the Servicer and
      the Trustee and the Custodian shall have no further responsibility with regard
      to such Mortgage File. Upon any such payment in full, the Servicer is
      authorized, to give, as agent for the Trustee, as the mortgagee under the
      Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or
      assignment of mortgage without recourse) regarding the Mortgaged Property
      subject to the Mortgage, which instrument of satisfaction or assignment, as
      the
      case may be, shall be delivered to the Person or Persons entitled thereto
      against receipt therefor of such payment, it being understood and agreed that
      no
      expenses incurred in connection with such instrument of satisfaction or
      assignment, as the case may be, shall be chargeable to the Collection Account,
      unless it shall represent a Servicing Advance.

     

    
      
        
        

      

      
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    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, the Trustee shall execute such documents as shall be prepared and
      furnished to the Trustee by the Servicer (in form reasonably acceptable to
      the
      Trustee) and as are necessary to the prosecution of any such proceedings. The
      Custodian, on behalf of the Trustee, shall, upon the request of the Servicer,
      and delivery to the Custodian, on behalf of the Trustee, of two copies of a
      request for release signed by a Servicing Officer substantially in the form
      attached to the Custodial Agreement (or in a mutually agreeable electronic
      format which will, in lieu of a signature on its face, originate from a
      Servicing Officer), release within five (5) Business Days the related Mortgage
      File held in its possession or control to the Servicer. Such trust receipt
      shall
      obligate the Servicer to return the Mortgage File to the Custodian on behalf
      of
      the Trustee, 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 Mortgage
      File
      shall be released by the Custodian, on behalf of the Trustee, to the
      Servicer.

     

    Notwithstanding
      the foregoing, in connection with a Principal Prepayment in full of any Mortgage
      Loan, the Master Servicer may request release of the related Mortgage File
      from
      the Custodian, in accordance with the provisions of the Custodial Agreement,
      in
      the event the Servicer fails to do so.

     

    Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Servicer, any court pleadings, requests for trustee’s sale or
      other documents prepared and delivered to the Trustee and reasonably acceptable
      to it and necessary to the foreclosure or trustee’s sale in respect of a
      Mortgaged Property or to any legal action brought to obtain judgment against
      any
      Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
      or to enforce any other remedies or rights provided by the Mortgage Note or
      Mortgage or otherwise available at law or in equity. Each such certification
      shall include a request that such pleadings or documents be executed by the
      Trustee and a statement as to the reason such documents or pleadings are
      required and that the execution and delivery thereof by the Trustee will not
      invalidate or otherwise affect the lien of the Mortgage, except for the
      termination of such a lien upon completion of the foreclosure or trustee’s sale.
      So long as no Servicer Event of Default shall have occurred and be continuing,
      the Servicer shall have the right to execute any and all such court pleadings,
      requests and other documents as attorney-in-fact for, and on behalf of the
      Trustee. Notwithstanding the preceding sentence, the Trustee shall in no way
      be
      liable or responsible for the willful malfeasance of the Servicer, or for any
      wrongful or negligent actions taken by the Servicer, while the Servicer is
      acting in its capacity as attorney in fact for and on behalf of the
      Trustee.

     

    
      
        
        

      

      
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    SECTION
      3.15. Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the Servicer shall be entitled to
      the
      Servicing Fee with respect to each Mortgage Loan serviced by it payable solely
      from payments of interest in respect of such Mortgage Loan, subject to
      Section 3.22. In addition, the Servicer shall be entitled to recover unpaid
      Servicing Fees out of Insurance Proceeds or Liquidation Proceeds to the extent
      permitted by Section 3.09(a)(iii) and out of amounts derived from the
      operation and sale of an REO Property to the extent permitted by
      Section 3.21. The right to receive the Servicing Fee may not be transferred
      in whole or in part except in connection with the transfer of all of the
      Servicer’s responsibilities and obligations under this Agreement to the extent
      permitted herein.

     

    Additional
      servicing compensation in the form of Ancillary Income shall be retained by
      the
      Servicer only to the extent such fees or charges are received by the Servicer.
      The Servicer shall also be entitled pursuant to Section 3.09(a)(iv) to
      withdraw from the Collection Account and pursuant to Section 3.21(b) to
      withdraw from any REO Account, as additional servicing compensation, interest
      or
      other income earned on deposits therein, subject to Section 3.10. In
      addition, the Servicer shall be entitled to retain or withdraw from the
      Collection Account, pursuant to Section 3.09(a)(x), any Prepayment Interest
      Excess with respect to the Mortgage Loans serviced by it as additional servicing
      compensation. The Servicer shall be required to pay all expenses incurred by
      it
      in connection with its servicing activities hereunder and shall not be entitled
      to reimbursement therefor except as specifically provided herein.

     

    SECTION
      3.16. Collection
      Account Statements.

     

    Upon
      request, not later than fifteen (15) days after each Distribution Date, the
      Servicer shall forward to the Master Servicer and the Securities Administrator
      (and the Master Servicer shall deliver to the Depositor), a statement prepared
      by the institution at which the Collection Account is maintained setting forth
      the status of the Collection Account as of the close of business on such
      Distribution Date and showing, for the period covered by such statement, the
      aggregate amount of deposits into and withdrawals from the Collection Account.
      Copies of such statement and any similar statements provided by the Servicer
      shall be provided by the Securities Administrator to any Certificateholder
      and
      to any Person identified to the Securities Administrator as a prospective
      transferee of a Certificate, upon request at the expense of the requesting
      party, provided such statement is delivered by the Servicer to the Securities
      Administrator.

     

    SECTION
      3.17. Annual
      Statement as to Compliance.

     

    (a) The
      Servicer shall deliver (and shall cause any Sub-Servicer engaged by it to
      deliver) to the Master Servicer (and the Master Servicer shall deliver to the
      Depositor) on or before March 15 of each year, commencing in March 2008, an
      Officer’s Certificate stating, as to the signer thereof, that (A) a review of
      such party’s activities during the preceding calendar year or portion thereof
      and of the Servicer’s performance under this Agreement, or such other applicable
      agreement in the case of a Sub-Servicer, has been made under such officer’s
      supervision and (B) to the best of such officer’s knowledge, based on such
      review, such party has fulfilled all its obligations under this Agreement,
      or
      such other applicable agreement in the case of a Sub-Servicer, in all material
      respects throughout such year or portion thereof, 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 thereof. Promptly
      after receipt of each such Officer’s Certificate from the Servicer, any
      Sub-Servicer engaged by the Servicer, the Depositor shall review such Officer’s
      Certificate and, if applicable, consult with each such party, as applicable,
      as
      to the nature of any failures by such party, in the fulfillment of any of the
      Servicer’s obligations hereunder or, in the case of a Sub-Servicer, under such
      other applicable agreement.

     

    
      
        
        

      

      
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    (b) Failure
      of the Servicer to comply timely with this Section 3.17 shall be deemed a
      Servicer Event of Default as to the Servicer, automatically, without notice
      and
      without any cure period, and the Master Servicer may, in addition to whatever
      rights the Master Servicer may have under this Agreement and at law or in equity
      or to damages, including injunctive relief and specific performance, 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 (other than the Servicer’s right to reimbursement of unreimbursed
      P&I Advances and Servicing Advances and accrued and unpaid Servicing Fees in
      the manner provided in this Agreement). This paragraph shall supersede any
      other
      provision in this Agreement or any other agreement to the contrary.

     

    (c) In
      the
      event the Servicer or any Sub-Servicer engaged by the Servicer is terminated,
      assigns its rights and obligations under or resigns pursuant to the terms of
      this Agreement, or any applicable agreement in the case of a Sub-Servicer,
      as
      the case may be, such party shall provide an Officer’s Certificate with respect
      to the related year pursuant to this Section 3.17(c) or to such other
      applicable agreement, as the case may be, notwithstanding any such termination,
      assignment or resignation for the related year.

     

    SECTION
      3.18. Assessments
      of Compliance and Attestation Reports.

     

    (a) By
      March
      15 of each year, commencing in March 2008, the Servicer, at its own expense,
      shall furnish, and shall cause any Servicing Function Participant engaged by
      it
      to furnish, each at its own expense, to the Master Servicer, a report on an
      assessment of compliance with the Relevant Servicing Criteria that contains
      (A)
      a statement by such party of its responsibility for assessing compliance with
      the Relevant Servicing Criteria, (B) a statement that such party used the
      Relevant Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for the fiscal year covered by the Form 10-K required to
      be
      filed pursuant to Section 5.06(d), including, if there has been any
      material instance of noncompliance with the Relevant Servicing Criteria, a
      discussion of each such failure and the nature and status thereof, and (D)
      a
      statement that a registered public accounting firm has issued an attestation
      report on such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for such period. Notwithstanding the foregoing, neither
      the
      Servicer nor any Servicing Function Participant engaged by the Servicer shall
      be
      required to deliver any assessments until March 31st in any given year so
      long as it has not received written confirmation from the Depositor that a
      Form
      10-K is required to be filed in respect of the Trust for the preceding calendar
      year; provided however that, notwithstanding the foregoing, no Subcontractor
      will be required to deliver any assessments in any given year in which the
      Form
      10-K is not required to be filed.

     

    
      
        
        

      

      
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    (b) By
      March
      15 of each year, commencing in March 2008, the Servicer, at its own expense,
      shall cause, and the Servicer shall cause any Servicing Function Participant
      engaged by it to cause, each at its own expense, a registered public accounting
      firm (which may also render other services to the Servicer or such other
      Servicing Function Participants, as the case may be) and that is a member of
      the
      American Institute of Certified Public Accountants to furnish a report to the
      Master Servicer, to the effect that (i) it has obtained a representation
      regarding certain matters from the management of such party, which includes
      an
      assertion that such party has complied with the Relevant Servicing Criteria,
      and
      (ii) on the basis of an examination conducted by such firm in accordance with
      standards for attestation engagements issued or adopted by the PCAOB, it is
      expressing an opinion as to whether such party’s compliance with the Relevant
      Servicing Criteria was fairly stated in all material respects, or it cannot
      express an overall opinion regarding such party’s assessment of compliance with
      the Relevant Servicing Criteria. In the event that an overall opinion cannot
      be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language. Notwithstanding the
      foregoing, neither the Servicer nor any Servicing Function Participant engaged
      by the Servicer shall be required to deliver or cause the delivery of such
      reports until March 31st in any given year so long as the Servicer has received
      written confirmation from the Depositor that a Form 10-K is not required to
      be
      filed in respect of the Trust for the preceding fiscal year provided however
      that, notwithstanding the foregoing, no Subcontractor will be required to
      deliver any reports in any given year in which the Form 10-K is not required
      to
      be filed.

     

    (c) Failure
      of the Servicer to comply timely with this Section 3.18 shall be deemed a
      Servicer Event of Default as to the Servicer, automatically, without notice
      and
      without any cure period, and the Master Servicer may, in addition to whatever
      rights the Master Servicer may have under this Agreement and at law or in equity
      or to damages, including injunctive relief and specific performance, 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 (other than the Servicer’s right to reimbursement of unreimbursed
      P&I Advances and Servicing Advances and accrued and unpaid Servicing Fees in
      the manner provided for in this Agreement). This paragraph shall supersede
      any
      other provision in this Agreement or any other agreement to the
      contrary.

     

    (d) In
      the
      event the Servicer or any Servicing Function Participant engaged by the Servicer
      is terminated, assigns its rights and obligations under, or resigns pursuant
      to
      the terms of this Agreement, or any applicable agreement in the case of a
      Servicing Function Participant, as the case may be, such party shall provide
      a
      report on assessment of compliance with respect to the related year pursuant
      to
      this Section 3.18(d) or to such other applicable agreement, notwithstanding
      any such termination, assignment or resignation for the related
      year.

     

    (e) Notwithstanding
      the foregoing provisions of this Section 3.18, (i) in the event that during
      any
      calendar year (or applicable portion thereof) the Servicer services 5% or less
      of the Mortgage Loans, as calculated by the Master Servicer, or (ii) in any
      calendar year in which an annual report on Form 10-K is not required to be
      filed
      with respect to the Trust, then, in each such event, the Servicer may, in lieu
      of providing an assessment of compliance and attestation thereon in accordance
      with Item 1122 of Regulation AB, provide (and cause each Subservicer and
      Subcontractor described in clause (a)(iii) above to provide) to the Depositor
      and the Master Servicer, by not later than March 15 of such calendar year,
      an
      Annual Independent Public Accountants’ Servicing Report. If the Servicer
      provides an Annual Independent Public Accountants’
      Servicing Report pursuant to this subsection (c), then the certification
      required to be delivered by the Servicer (and its Subservicers and
      Subcontractors) pursuant to clause
      (a)(iv) above shall be in the form of Exhibit C-2 attached hereto.

     

    
      
        
        

      

      
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    SECTION
      3.19. Annual
      Certification; Additional Information.

     

    (a) The
      Servicer shall and shall cause any Servicing Function Participant engaged by
      it
      to, provide to the Person who signs the Sarbanes-Oxley Certification (the
“Certifying
      Person”),
      by
      March 15 of each year in which the Trust is subject to the reporting
      requirements of the Exchange Act a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit C, upon which the Certifying Person, the
      entity for which the Certifying Person acts as an officer, and such entity’s
      officers, directors and Affiliates (collectively with the Certifying Person,
      “Certification
      Parties”)
      can
      reasonably rely. The officer of the Master Servicer in charge of the master
      servicing function shall serve as the Certifying Person on behalf of the Trust.
      In the event the Servicer or any Servicing Function Participant engaged by
      it is
      terminated or resigns pursuant to the terms of this Agreement, or any applicable
      Sub-Servicing agreement, as the case may be, such party shall provide a Back-Up
      Certification to the Certifying Person pursuant to this Section 3.19 with
      respect to the period of time it was subject to this Agreement or any applicable
      Sub-Servicing Agreement, as the case may be.

     

    (b) The
      Servicer shall indemnify and hold harmless the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor and their respective officers,
      directors, agents and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon a breach
      by
      the Servicer or any of its officers, directors, agents or affiliates of its
      obligations under this Section 3.19 or the Servicer’s negligence, bad faith
      or willful misconduct in connection therewith. Such indemnity shall survive
      the
      termination or resignation of the parties hereto or the termination of this
      Agreement. If the indemnification provided for herein is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator,
      the Trustee and the Depositor, then the Servicer agrees that it shall contribute
      to the amount paid or payable by the Master Servicer, the Securities
      Administrator, the Trustee and the Depositor as a result of the losses, claims,
      damages or liabilities of the Master Servicer, the Securities Administrator,
      the
      Trustee and the Depositor in such proportion as is appropriate to reflect the
      relative fault of the Master Servicer, the Securities Administrator, the Trustee
      and the Depositor on the one hand and the Servicer on the other in connection
      with a breach of the Servicer’s obligations under this
      Section 3.19.

     

    (c) The
      Servicer shall provide to the Master Servicer prompt notice of the occurrence
      of
      any of the following: 

     

    (i) any
      Servicer Event of Default under the terms of this Agreement, any merger,
      consolidation or sale of substantially all of the assets of the Servicer, the
      Servicer’s engagement of any Sub-Servicer to perform or assist in the
      performance of any of the Servicer’s obligations under this Agreement, any
      material litigation involving the Servicer that is material to the
      Certificateholders, and to the extent disclosure is required under Regulation
      AB, any affiliation or other significant relationship between the Servicer
      and
      the Sponsor, the Depositor, the Master Servicer, the Securities Administrator,
      the Trustee, the Custodian, the Swap Provider and the originator.

     

    
      
        
        

      

      
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    (ii) If
      the
      Servicer has knowledge of the occurrence of any of the events described in
      this
      clause (ii), then no later than ten days prior to the deadline for the filing
      of
      any Distribution Report on Form 10-D in respect of the Trust, the Servicer
      shall
      provide to the Master Servicer notice of the occurrence of any of the following
      events along with all information, data, and materials related thereto as may
      be
      required to be included in the related Distribution Report on Form 10-D (as
      specified in the provisions of Regulation AB referenced below): 

     

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

     

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

     

    (C) any
      material pool asset changes (such as, additions, substitutions or repurchases)
      relating to the Mortgage Loans serviced by the Servicer (Item 1121(a)(14) of
      Regulation AB).

     

    (d) The
      Servicer shall provide to the Securities Administrator and the Master Servicer
      such additional information as the Securities Administrator and the Master
      Servicer may reasonably request, including evidence of the authorization of
      the
      person signing any certification or statement, financial information and reports
      and of the fidelity bond and errors and omissions insurance policy required
      to
      be maintained by the Servicer pursuant to this Agreement, and such other
      information related to the Servicer or its performance hereunder.

     

    SECTION
      3.20. Access
      to
      Certain Documentation.

     

    The
      Servicer shall provide to the Depositor and the Trustee at the request of the
      Office of Thrift Supervision, the FDIC, and any other federal or state banking
      or insurance regulatory authority that may exercise authority over any
      Certificate Owner, access to the documentation regarding the related Mortgage
      Loans required by applicable laws and regulations. Such access shall be afforded
      without charge, but only upon reasonable request and during normal business
      hours at the offices of the Servicer designated by it. Nothing in this
      Section 3.20 shall limit the obligation of the Servicer to comply with any
      applicable law prohibiting disclosure of information regarding the Mortgagors
      and the failure of the Servicer to provide access as provided in this
      Section as a result of such obligation shall not constitute a breach of
      this Section. Nothing in this Section 3.20 shall require the Servicer to
      collect, create, collate or otherwise generate any information that it does
      not
      generate in its usual course of business. The Servicer shall not be required
      to
      make copies of or ship documents to any Person unless provisions have been
      made
      for the reimbursement of the costs thereof. 

     

    
      
        
        

      

      
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    SECTION
      3.21. Title,
      Management and Disposition of REO Property.

     

    (a) The
      deed
      or certificate of sale of any REO Property related to a Mortgage Loan shall
      be
      taken in the name of the Trustee, or its nominee, on behalf of the Trust Fund
      and for the benefit of the Certificateholders. The Servicer, on behalf of REMIC
      I, shall either sell any REO Property by the close of the third calendar year
      following the calendar year in which REMIC I acquires ownership of such REO
      Property for purposes of Section 860(a)(8) of the Code or request from the
      Internal Revenue Service, no later than sixty (60) days before the day on which
      the three-year grace period would otherwise expire an extension of the
      three-year grace period, unless the Servicer had delivered to the Trustee an
      Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect
      that the holding by REMIC I of such REO Property subsequent to three (3) years
      after its acquisition will not result in the imposition on any Trust REMIC
      created hereunder of taxes on “prohibited transactions” thereof, as defined in
      Section 860F of the Code, or cause any Trust REMIC hereunder to fail to
      qualify as a REMIC under Federal law at any time that any Certificates are
      outstanding. The Servicer shall manage, conserve, protect and operate each
      REO
      Property for the Certificateholders solely for the purpose of its prompt
      disposition and sale in a manner which does not cause such REO Property to
      fail
      to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code or result in the receipt by any Trust REMIC
      created hereunder of any “income from non-permitted assets” within the meaning
      of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure
      property” which is subject to taxation under the REMIC Provisions.

     

    (b) The
      Servicer shall segregate and hold all funds collected and received in connection
      with the operation of any REO Property separate and apart from its own funds
      and
      general assets and shall establish and maintain with respect to REO Properties
      an account held in trust for the Trustee, on behalf of the Trust Fund and for
      the benefit of the Certificateholders (the “REO Account”), which shall be an
      Eligible Account. The Servicer shall be permitted to allow the Collection
      Account to serve as the REO Account, subject to the maintenance of separate
      ledgers for each REO Property. The Servicer shall be entitled to retain or
      withdraw any interest income paid on funds deposited in the related REO
      Account.

     

    (c) The
      Servicer shall have full power and authority, subject only to the specific
      requirements and prohibitions of this Agreement, to do any and all things in
      connection with any REO Property related to a Mortgage Loan serviced by it
      as
      are consistent with the manner in which the Servicer manages and operates
      similar property owned by it or any of its Affiliates, all on such terms and
      for
      such period as the Servicer deems to be in the best interests of
      Certificateholders. In connection therewith, the Servicer shall deposit, or
      cause to be deposited in the clearing account in which it customarily deposits
      payments and collections on mortgage loans in connection with its mortgage
      loan
      servicing activities on a daily basis, and in no event more than one (1)
      Business Day after the Servicer’s receipt thereof, and shall thereafter deposit
      in the REO Account in no event more than two (2) Business Days after the deposit
      of good funds into the clearing account, all revenues received by it with
      respect to an REO Property related to a Mortgage Loan serviced by it and shall
      withdraw therefrom funds necessary for the proper operation, management and
      maintenance of such REO Property including, without limitation:

     

    (i) all
      insurance premiums due and payable in respect of such REO Property;

     

    
      
        
        

      

      
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    (ii) all
      real
      estate taxes and assessments in respect of such REO Property that may result
      in
      the imposition of a lien thereon; and

     

    (iii) all
      costs
      and expenses necessary to maintain such REO Property.

     

    To
      the
      extent that amounts on deposit in the REO Account with respect to an REO
      Property are insufficient for the purposes set forth in clauses (i) through
      (iii) above with respect to such REO Property, the Servicer shall advance from
      its own funds such amount as is necessary for such purposes if, but only if,
      the
      Servicer would make such advances if the Servicer owned the REO Property and
      if
      in the Servicer’s judgment, the payment of such amounts will be recoverable from
      the rental or sale of the REO Property.

     

    Subject
      to compliance with applicable laws and regulations as shall at any time be
      in
      force, and notwithstanding the foregoing, the Servicer, on behalf of the Trust
      Fund, shall not:

     

    (i) enter
      into, renew or extend any New Lease with respect to any REO Property, if the
      New
      Lease by its terms will give rise to any income that does not constitute Rents
      from Real Property;

     

    (ii) permit
      any amount to be received or accrued under any New Lease other than amounts
      that
      will constitute Rents from Real Property;

     

    (iii) authorize
      or permit any construction on any REO Property, other than the completion of
      a
      building or other improvement thereon, and then only if more than ten percent
      of
      the construction of such building or other improvement was completed before
      default on the related Mortgage Loan became imminent, all within the meaning
      of
      Section 856(e)(4)(B) of the Code; or

     

    (iv) allow
      any
      Person to Directly Operate any REO Property on any date more than ninety (90)
      days after its date of acquisition by the Trust Fund;

     

    unless,
      in any such case, the Servicer has obtained an Opinion of Counsel, provided
      to
      the Servicer and the Trustee, to the effect that such action will not cause
      such
      REO Property to fail to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code at any time that it is held by REMIC I, in
      which case the Servicer may take such actions as are specified in such Opinion
      of Counsel.

     

    The
      Servicer may contract with any Independent Contractor for the operation and
      management of any REO Property, provided that:

     

    (i) the
      terms
      and conditions of any such contract shall not be inconsistent
      herewith;

     

    (ii) any
      such
      contract shall require, or shall be administered to require, that the
      Independent Contractor pay all costs and expenses incurred in connection with
      the operation and management of such REO Property, including those listed above
      and remit all related revenues (net of such costs and expenses) to the Servicer
      as soon as practicable, but in no event later than thirty (30) days following
      the receipt thereof by such Independent Contractor;

     

    
      
        
        

      

      
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    (iii) none
      of
      the provisions of this Section 3.21(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the Servicer of any of its duties and obligations to the Trustee on behalf
      of
      the Trust Fund and for the benefit of the Certificateholders with respect to
      the
      operation and management of any such REO Property; and

     

    (iv) the
      Servicer shall be obligated with respect thereto to the same extent as if it
      alone were performing all duties and obligations in connection with the
      operation and management of such REO Property.

     

    The
      Servicer shall be entitled to enter into any agreement with any Independent
      Contractor performing services for it related to its duties and obligations
      hereunder for indemnification of the Servicer by such Independent Contractor,
      and nothing in this Agreement shall be deemed to limit or modify such
      indemnification. The Servicer shall be solely liable for all fees owed by it
      to
      any such Independent Contractor, irrespective of whether the Servicer’s
      compensation pursuant to Section 3.15 is sufficient to pay such fees. Any
      such agreement shall include a provision that such agreement may be immediately
      terminated by any successor Servicer without fee, in the event the Servicer
      shall for any reason, no longer be the Servicer of the Mortgage Loans (including
      termination due to a Servicer Event of Default).

     

    (d) In
      addition to the withdrawals permitted under Section 3.21(c), the Servicer
      may from time to time make withdrawals from the REO Account for any REO
      Property: (i) to pay itself unpaid Servicing Fees in respect of the related
      Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed
      Servicing Advances and Advances made in respect of such REO Property or the
      related Mortgage Loan. On the Servicer Remittance Date, the Servicer shall
      withdraw from each REO Account and deposit into the Distribution Account in
      accordance with Section 3.08(d)(ii), for distribution on the related
      Distribution Date in accordance with Section 5.01, the income from the
      related REO Property received during the prior calendar month, net of any
      withdrawals made pursuant to Section 3.21(c) or this
      Section 3.21(d).

     

    (e) Subject
      to the time constraints set forth in Section 3.21(a), each REO Disposition
      shall be carried out by the Servicer at such price and upon such terms and
      conditions as the Servicer shall deem necessary or advisable, as shall be normal
      and usual in accordance with Accepted Servicing Practices.

     

    (f) The
      proceeds from the REO Disposition, net of any amount required by law to be
      remitted to the Mortgagor under the related Mortgage Loan and net of any payment
      or reimbursement to the Servicer as provided above, shall be deposited in the
      Distribution Account in accordance with Section 3.08(d)(ii) on the Servicer
      Remittance Date in the month following the receipt thereof for distribution
      on
      the related Distribution Date in accordance with Section 5.01. Any REO
      Disposition shall be for cash only (unless changes in the REMIC Provisions
      made
      subsequent to the Startup Day allow a sale for other
      consideration).

     

    
      
        
        

      

      
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    (g) The
      Servicer shall file information returns (and shall provide a certification
      of a
      Servicing Officer to the Master Servicer that such filings have been made)
      with
      respect to the receipt of mortgage interest received in a trade or business,
      reports of foreclosures and abandonments of any Mortgaged Property and
      cancellation of indebtedness income with respect to any Mortgaged Property
      as
      required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such
      reports shall be in form and substance sufficient to meet the reporting
      requirements imposed by such Sections 6050H, 6050J and 6050P of the
      Code.

     

    SECTION
      3.22. Obligations
      of the Servicer in Respect of Prepayment Interest Shortfalls; Relief Act
      Interest Shortfalls.

     

    The
      Servicer shall deliver to the Securities Administrator for deposit into the
      Distribution Account on the Servicer Remittance Date from its own funds an
      amount equal to the lesser of (i) the aggregate amount of the Prepayment
      Interest Shortfalls attributable to Principal Prepayments in full on the related
      Mortgage Loans for the related Distribution Date resulting solely from voluntary
      Principal Prepayments received by the Servicer during the portion of the related
      Prepayment Period occurring between the fourteenth (14th)
      day of
      the month preceding the month preceding the month in which the related
      Distribution Date occurs and ending on the last day of such month and (ii)
      the
      aggregate amount of the related Servicing Fees payable to Servicer on such
      Distribution Date with respect to the related Mortgage Loans. The Servicer
      shall
      not have the right to reimbursement for any amounts remitted to the Securities
      Administrator in respect of this Section 3.22. The Servicer shall not be
      obligated to pay the amounts set forth in this Section 3.22 with respect to
      shortfalls resulting from the application of the Relief Act.

     

    SECTION
      3.23. Obligations
      of the Servicer in Respect of Mortgage Rates and Monthly Payments.

     

    In
      the
      event that a shortfall in any collection on or liability with respect to any
      Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
      Monthly Payments or Scheduled Principal Balances that were made by the Servicer
      in a manner not consistent with the terms of the related Mortgage Note and
      this
      Agreement, the Servicer, upon discovery or receipt of notice thereof,
      immediately shall deliver to the Securities Administrator for deposit in the
      Distribution Account from its own funds the amount of any such shortfall and
      shall indemnify and hold harmless the Trust Fund, the Trustee, the Securities
      Administrator, the Master Servicer, the Depositor and any successor servicer
      in
      respect of any such liability. Such indemnities shall survive the termination
      or
      discharge of this Agreement. Notwithstanding the foregoing, this
      Section 3.23 shall not limit the ability of the Servicer to seek recovery
      of any such amounts from the related Mortgagor under the terms of the related
      Mortgage Note and Mortgage, to the extent permitted by applicable
      law.

     

    SECTION
      3.24. [Reserved].

     

    SECTION
      3.25. Advance
      Facility.

     

    (a) Notwithstanding
      anything to the contrary contained herein, (i) the Servicer is hereby authorized
      to enter into an advance facility (“Advance Facility”) but no more than two
      Advance Facilities, without the prior written consent of the Trustee, which
      consent shall not be unreasonably withheld, under which (A) the Servicer sells,
      assigns or pledges to an advancing person (an “Advance Financing Person”) its
      rights under this Agreement to be reimbursed for any P&I Advances or
      Servicing Advances and/or (B) an Advance Financing Person agrees to finance
      some
      or all P&I Advances or Servicing Advances required to be made by the
      Servicer pursuant to this Agreement and (ii) the Servicer is hereby authorized
      to assign its rights to the Servicing Fee (which rights shall terminate upon
      the
      resignation, termination or removal of the Servicer pursuant to the terms of
      this Agreement); it being understood that neither the Trust Fund nor any party
      hereto shall have a right or claim (including without limitation any right
      of
      offset) to any amounts for reimbursement of P&I Advances or Servicing
      Advances so assigned or to the portion of the Servicing Fee so assigned. Subject
      to the provisions of the first sentence of this Section 3.25(a), no consent
      of the Depositor, Trustee, Master Servicer, Certificateholders or any other
      party is required before the Servicer may enter into an Advance Facility, but
      the Servicer shall provide notice to the Depositor, Master Servicer and the
      Trustee of the existence of any such Advance Facility promptly upon the
      consummation thereof stating (a) the identity of the Advance Financing Person
      and (b) the identity of any Person (“Servicer’s Assignee”) who has the right to
      receive amounts in reimbursement of previously unreimbursed P&I Advances or
      Servicing Advances. Notwithstanding the existence of any Advance Facility under
      which an advancing person agrees to finance P&I Advances and/or Servicing
      Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant
      to this Agreement to make P&I Advances and Servicing Advances pursuant to
      and as required by this Agreement, and shall not be relieved of such obligations
      by virtue of such Advance Facility.

     

    
      
        
        

      

      
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    (b) Reimbursement
      amounts (“Advance Reimbursement Amounts”) shall consist solely of amounts in
      respect of P&I Advances and/or Servicing Advances made with respect to the
      related Mortgage Loans for which the Servicer would be permitted to reimburse
      itself in accordance with this Agreement, assuming the Servicer had made the
      related P&I Advance(s) and/or Servicing Advance(s).

     

    (c) The
      Servicer shall maintain and provide to any successor Servicer (with, upon
      request, a copy to the Trustee) a detailed accounting on a loan-by-loan basis
      as
      to amounts advanced by, pledged or assigned to, and reimbursed to any Advance
      Financing Person. The successor Servicer shall be entitled to rely on any such
      information provided by the predecessor Servicer, and the successor Servicer
      shall not be liable for any errors in such information.

     

    (d) Reimbursement
      amounts distributed with respect to each Mortgage Loan shall be allocated to
      outstanding unreimbursed P&I Advances or Servicing Advances (as the case may
      be) made with respect to that Mortgage Loan on a “first-in, first out” (FIFO)
      basis. The documentation establishing any Advance Facility shall require the
      Servicer to provide to the related Advance Financing Person or its designee
      loan-by-loan information with respect to each such reimbursement amount
      distributed to such Advance Financing Person or Advance Facility trustee on
      each
      Distribution Date, to enable the Advance Financing Person or Advance Facility
      trustee to make the FIFO allocation of each such reimbursement amount with
      respect to each Mortgage Loan. The Servicer shall remain entitled to be
      reimbursed by the Advance Financing Person or Advance Facility trustee for
      all
      P&I Advances and Servicing Advances funded by the Servicer to the extent the
      related rights to be reimbursed therefor have not been sold, assigned or pledged
      to an Advance Financing Person.

     

    
      
        
        

      

      
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    (e) Any
      amendment to this Section 3.25 or to any other provision of this Agreement
      that may be necessary or appropriate to effect the terms of an Advance Facility
      as described generally in this Section 3.25, including amendments to add
      provisions relating to a successor Servicer, may be entered into by the Trustee,
      the Depositor, and the Servicer without the consent of any Certificateholder,
      notwithstanding anything to the contrary in this Agreement, provided, that
      the
      Trustee has been provided an Opinion of Counsel that such amendment is
      authorized hereunder and has no material adverse effect on the
      Certificateholders, which opinion shall be an expense of the party requesting
      such opinion but in any case shall not be an expense of the Trustee or the
      Trust
      Fund; provided, further, that the amendment shall not be deemed to adversely
      affect in any material respect the interests of the Certificateholders if the
      Person requesting the amendment obtains a letter from each Rating Agency
      (instead of obtaining an Opinion of Counsel to such effect) stating that the
      amendment would not result in the downgrading or withdrawal of the respective
      ratings then assigned to the Certificates; it being understood and agreed that
      any such rating letter in and of itself will not represent a determination
      as to
      the materiality of any such amendment and will represent a determination only
      as
      to the credit issues affecting any such rating. Prior to entering into an
      Advance Facility, the Servicer shall notify the lender under such facility
      in
      writing that: (a) the P&I Advances and/or Servicing Advances financed by
      and/or pledged to the lender are obligations owed to the Servicer on a
      non-recourse basis payable only from the cash flows and proceeds received under
      this Agreement for reimbursement of P&I Advances and/or Servicing Advances
      only to the extent provided herein, and neither the Master Servicer, the
      Securities Administrator, the Trustee nor the Trust are otherwise obligated
      or
      liable to repay any P&I Advances and/or Servicing Advances financed by the
      lender; (b) the Servicer will be responsible for remitting to the lender the
      applicable amounts collected by it as Servicing Fees and as reimbursement for
      P&I Advances and/or Servicing Advances funded by the lender, as applicable,
      subject to the restrictions and priorities created in this Agreement; and (c)
      neither the Master Servicer, the Securities Administrator nor the Trustee shall
      have any responsibility to calculate any amount payable under an Advance
      Facility or to track or monitor the administration of the financing arrangement
      between the Servicer and the lender or the payment of any amount under an
      Advance Facility.

     

    (f) The
      Servicer shall indemnify the Master Servicer, the Securities Administrator,
      the
      Trustee and the Trust Fund for any cost, liability or expense relating to the
      Advance Facility including, without limitation, a claim, pending or threatened,
      by an Advance Financing Person.

     

    SECTION
      3.26. Indemnification.

     

    The
      Servicer agrees to indemnify the Trustee, Master Servicer and the Securities
      Administrator, from, and hold the Trustee, Master Servicer and the Securities
      Administrator harmless against, any loss, liability or expense (including
      reasonable attorney’s fees and expenses) incurred by any such Person by reason
      of the Servicer’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties under this Agreement or by reason of the Servicer’s
      reckless disregard of its obligations and duties under this Agreement. Such
      indemnity shall survive the termination or discharge of this Agreement and
      the
      resignation or removal of the Servicer, the Trustee, the Master Servicer and
      the
      Securities Administrator. Any payment hereunder made by the Servicer to any
      such
      Person shall be from the Servicer’s own funds, without reimbursement from REMIC
      I therefor.

     

    
      
        
        

      

      
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    SECTION
      3.27. Transfer
      to a Special Servicer; Purchase of Delinquent Mortgage Loans.

     

    Upon
      a
      Mortgage Loan becoming ninety (90) days or more delinquent, the Servicer may
      be
      terminated as Servicer with respect to such Mortgage Loan at the sole option
      of
      the Sponsor and all servicing rights and responsibilities with respect to such
      Mortgage Loan will transfer to a special servicer pursuant to Section 7.11
      of
      this Agreement. If the Sponsor does not exercise such option with respect to
      any
      such Mortgage Loan and has not exercised such option previously, within ninety
      (90) days following the date on which such Mortgage Loan became ninety (90)
      days
      delinquent, the Servicer shall have the right to purchase such Mortgage Loan
      at
      a price equal to 100% of the outstanding principal balance of such Mortgage
      Loan
      plus accrued and unpaid interest, plus unreimbursed Monthly Advances and
      Servicing Advances, plus any unpaid Servicing Fees and Credit Risk Management
      Fees. For the avoidance of doubt, once the Sponsor exercises its rights under
      Section 7.11, the Servicer will no longer have the right to purchase any
      Mortgage Loans that become ninety (90) days or more delinquent.

     

    
      
        
        

      

      
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    ARTICLE
      IV


    ADMINISTRATION
      AND MASTER SERVICING

    OF
      THE
      MORTGAGE LOANS BY THE MASTER SERVICER

     

    SECTION
      4.01. Master
      Servicer.

     

    The
      Master Servicer shall, from and after the Closing Date supervise, monitor and
      oversee the obligations of Wells Fargo under this Agreement and GMACM under
      the
      Servicing Agreement to service and administer the Mortgage Loans in accordance
      with the terms of this Agreement or the Servicing Agreement, as applicable,
      and
      shall have full power and authority to do any and all things which it may deem
      necessary or desirable in connection with such master servicing and
      administration. In performing its obligations hereunder, the Master Servicer
      shall act in a manner consistent with Accepted Master Servicing Practices.
      Furthermore, the Master Servicer shall oversee and consult with the Servicers
      as
      necessary from time-to-time to carry out the Master Servicer’s obligations
      hereunder, shall receive, review and evaluate all reports, information and
      other
      data provided to the Master Servicer by the Servicers and shall cause the
      Servicers to perform and observe the covenants, obligations and conditions
      to be
      performed or observed by the related Servicer under this Agreement or the
      Servicing Agreement, as applicable. The Master Servicer shall independently
      and
      separately monitor each Servicer’s servicing activities with respect to each
      Mortgage Loan, reconcile the results of such monitoring with such information
      provided in the previous sentence on a monthly basis and coordinate corrective
      adjustments to each Servicer’s and Master Servicer’s records, and based on such
      reconciled and corrected information, prepare the statements specified in
      Section 5.03 and any other information and statements required to be
      provided by the Master Servicer hereunder. The Master Servicer shall reconcile
      the results of its Mortgage Loan monitoring with the actual remittances of
      each
      Servicer to the Distribution Account pursuant to the terms hereof based on
      information provided to the Master Servicer by each Servicer.

     

    The
      Trustee shall furnish each Servicer and the Master Servicer with any limited
      powers of attorney and other documents in form acceptable to it necessary or
      appropriate to enable each Servicer and the Master Servicer to service and
      administer the Mortgage Loans and REO Properties. The Trustee shall have no
      responsibility for any action of the Master Servicer or the Servicers pursuant
      to any such limited power of attorney and shall be indemnified by the Master
      Servicer or the related Servicer, as applicable, for any cost, liability or
      expense incurred by the Trustee in connection with such Person’s misuse of any
      such power of attorney.

     

    The
      Trustee, the Custodian and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodian or
      the
      Securities Administrator regarding the Mortgage Loans and REO Property and
      the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee, the Custodian or the Securities Administrator; provided,
      however, that, unless otherwise required by law, none of the Trustee, the
      Custodian or the Securities Administrator shall be required to provide access
      to
      such records and documentation if the provision thereof would violate the legal
      right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities
      Administrator shall allow representatives of the above entities to photocopy
      any
      of the records and documentation and shall provide equipment for that purpose
      at
      a charge that covers the Trustee’s, the Custodian’s or the Securities
      Administrator’s actual costs.

     

    
      
        
        

      

      
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    The
      Trustee shall execute and deliver to the Servicer or the Master Servicer upon
      request any court pleadings, requests for trustee’s sale or other documents
      necessary or desirable to (i) the foreclosure or trustee’s sale with respect to
      a Mortgaged Property; (ii) any legal action brought to obtain judgment against
      any Mortgagor on the Mortgage Note or any other Mortgage Loan Document; (iii)
      obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other
      rights or remedies provided by the Mortgage Note or any other Mortgage Loan
      Document or otherwise available at law or equity.

     

    SECTION
      4.02. REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat such REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicers or the Master Servicer to assure such continuing
      treatment. In particular, the Trustee shall not (a) sell or permit the sale
      of
      all or any portion of the Mortgage Loans or of any investment of deposits in
      an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or
      Section 2.03 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of an Opinion of Counsel stating
      that such contribution will not result in an Adverse REMIC Event as defined
      in
      Section 11.01(f) of this Agreement.

     

    SECTION
      4.03. Monitoring
      of Servicers.

     

    (a) The
      Master Servicer shall be responsible for monitoring the compliance by Wells
      Fargo with its duties under this Agreement or GMACM with its duties under the
      Servicing Agreement. In the review of the related Servicer’s activities, the
      Master Servicer may rely upon an Officer’s Certificate of the related Servicer
      with regard to such Servicer’s compliance with the terms of this Agreement or
      the terms of the Servicing Agreement, as applicable. In the event that the
      Master Servicer, in its judgment, determines that a Servicer should be
      terminated in accordance with the terms hereof or the terms of the Servicing
      Agreement, or that a notice should be sent pursuant to the terms hereof or
      the
      terms of the Servicing Agreement with respect to the occurrence of an event
      that, unless cured, would constitute a Servicer Event of Default or an event
      of
      default under the Servicing Agreement, the Master Servicer shall notify the
      related Servicer, the Sponsor and the Trustee thereof and the Trustee shall
      issue such notice or take such other action as it deems
      appropriate.

     

    (b) The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of Wells Fargo under this Agreement and GMACM
      under the Servicing Agreement. In the event that Wells Fargo fails to perform
      its obligations in accordance with this Agreement the Master Servicer shall,
      subject to this Section and Article VIII, terminate the rights and obligations
      of Wells Fargo hereunder in accordance with the provisions of Article VIII
      of
      this Agreement. In the event that GMACM fails to perform its obligations in
      accordance with the Servicing Agreement, the Master Servicer shall terminate
      the
      rights and obligations of GMACM as servicer in accordance with the Servicing
      Agreement and shall act as servicer of the Mortgage Loans or shall appoint
      a
      successor servicer in accordance with the provisions of Article VIII. In the
      event that Wells Fargo fails to perform its obligations in accordance with
      this
      Agreement, the Master Servicer shall terminate the rights and obligations of
      Wells Fargo as servicer in accordance with this Agreement and the Trustee shall
      act as servicer of the Mortgage Loans or shall appoint a successor servicer
      in
      accordance with the provisions of Article VIII. Such enforcement, including,
      without limitation, the legal prosecution of claims 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 Master Servicer, in its good faith business judgment,
      would require were it the owner of the related Mortgage Loans. Except as set
      forth below, the Master Servicer shall pay the costs of such enforcement at
      its
      own expense, provided that the Master Servicer and the Trustee shall not be
      required to prosecute or defend any legal action except to the extent that
      the
      Master Servicer or the Trustee, as applicable, shall have received reasonable
      indemnity for its costs and expenses in pursuing such action. To the extent
      that
      such costs and expenses are not indemnified by Wells Fargo or GMACM hereunder
      or
      under the Servicing Agreement, then the Trustee and the Master Servicer shall
      be
      indemnified for such costs and expenses out of the Trust Fund.

     

    
      
        
        

      

      
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    (c) The
      Master Servicer or the Trustee, as applicable, shall be entitled to be
      reimbursed by the related Servicer (or from amounts on deposit in the
      Distribution Account if the Servicer is unable to fulfill its obligations
      hereunder or under the Servicing Agreement) for all reasonable out-of-pocket
      or
      third party costs associated with the transfer of servicing from the predecessor
      Servicer (or if the predecessor Servicer is the Master Servicer, from the
      related Servicer immediately preceding the Master Servicer), including without
      limitation, any reasonable out-of-pocket or third party costs or expenses
      associated with the complete transfer of all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by a
      successor servicer to correct any errors or insufficiencies in the servicing
      data or otherwise to enable the successor servicer to service the Mortgage
      Loans
      properly and effectively, upon presentation of reasonable documentation of
      such
      costs and expenses.

     

    (d) The
      Master Servicer shall require the Servicers to comply with the remittance
      requirements and other obligations set forth in this Agreement and the Servicing
      Agreement, as applicable.

     

    (e) If
      the
      Master Servicer or the Trustee acts as successor to a Servicer, it will not
      assume any liability for the representations and warranties of the terminated
      Servicer.

     

    SECTION
      4.04. Fidelity
      Bond.

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, employees and other Persons acting on such
      Master Servicer’s behalf, and covering errors and omissions in the performance
      of the Master Servicer’s obligations hereunder. The errors and omissions
      insurance policy and the fidelity bond shall be in such form and amount
      generally acceptable for entities serving as master servicers or
      trustees.

     

    
      
        
        

      

      
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    SECTION
      4.05. Power
      to
      Act; Procedures.

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article XI, to do any and all things that it may deem necessary or desirable
      in
      connection with the master servicing and administration of the Mortgage Loans,
      including but not limited to the power and authority (i) to execute and deliver,
      on behalf of the Certificateholders and the Trustee, customary consents or
      waivers and other instruments and documents, (ii) to consent to transfers of
      any
      Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages,
      (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv)
      to
      effectuate foreclosure or other conversion of the ownership of the Mortgaged
      Property securing any Mortgage Loan, in each case, in accordance with the
      provisions of this Agreement; provided, however, that the Master Servicer shall
      not (and, consistent with its responsibilities under Section 4.03, shall
      not permit a Servicer to) knowingly or intentionally take any action, or fail
      to
      take (or fail to cause to be taken) any action reasonably within its control
      and
      the scope of duties more specifically set forth herein, that, under the REMIC
      Provisions, if taken or not taken, as the case may be, would cause REMIC I,
      REMIC II or REMIC III to fail to qualify as a REMIC or result in the imposition
      of a tax upon the Trust Fund (including but not limited to the tax on prohibited
      transactions as defined in Section 860F(a)(2) of the Code and the tax on
      contributions to a REMIC set forth in Section 860G(d) of the Code) unless
      the Master Servicer has received an Opinion of Counsel (but not at the expense
      of the Master Servicer) to the effect that the contemplated action will not
      cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC or result
      in
      the imposition of a tax upon REMIC I, REMIC II or REMIC III, as the case may
      be.
      The Trustee shall furnish the Master Servicer, upon written request from a
      Servicing Officer, with any powers of attorney prepared and delivered to it
      and
      reasonably acceptable to it by empowering the Master Servicer or the Servicers
      to execute and deliver instruments of satisfaction or cancellation, or of
      partial or full release or discharge, and to foreclose upon or otherwise
      liquidate Mortgaged Property, and to appeal, prosecute or defend in any court
      action relating to the Mortgage Loans or the Mortgaged Property, in accordance
      with this Agreement or the Servicing Agreement and the Trustee shall execute
      and
      deliver such other documents prepared and delivered to it and reasonably
      acceptable to it, as the Master Servicer or the related Servicer may request,
      to
      enable the Master Servicer to master service and administer the Mortgage Loans
      and carry out its duties hereunder, in each case in accordance with Accepted
      Master Servicing Practices (and the Trustee shall have no liability for misuse
      of any such powers of attorney by the Master Servicer or the related Servicer
      and shall be indemnified by the Master Servicer or the related Servicer, as
      applicable, for any cost, liability or expense incurred by the Trustee in
      connection with such Person’s use or misuse of any such power of attorney). If
      the Master Servicer or the Trustee has been advised that it is likely that
      the
      laws of the state in which action is to be taken prohibit such action if taken
      in the name of the Trustee or that the Trustee would be adversely affected
      under
      the “doing business” or tax laws of such state if such action is taken in its
      name, the Master Servicer shall join with the Trustee in the appointment of
      a
      co-trustee pursuant to Section 9.10. In the performance of its duties
      hereunder, the Master Servicer shall be an independent contractor and shall
      not,
      except in those instances where it is taking action in the name of the Trustee,
      be deemed to be the agent of the Trustee.

     

    
      
        
        

      

      
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    SECTION
      4.06. Due-on-Sale
      Clauses; Assumption Agreements.

     

    To
      the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall cause the Servicers
      to
      enforce such clauses in accordance with this Agreement or the Servicing
      Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
      or such clause is otherwise not enforced in accordance with this Agreement
      or
      the Servicing Agreement and, as a consequence, a Mortgage Loan is assumed,
      the
      original Mortgagor may be released from liability in accordance with this
      Agreement or the Servicing Agreement.

     

    SECTION
      4.07. Documents,
      Records and Funds in Possession of Master Servicer To Be Held for
      Trustee.

     

    (a) The
      Master Servicer shall transmit to the Trustee or the Custodian such documents
      and instruments coming into the possession of the Master Servicer from time
      to
      time as are required by the terms hereof to be delivered to the Trustee or
      the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be remitted
      to the Securities Administrator for deposit in the Distribution Account. The
      Master Servicer shall, and, subject to Section 3.20 of this Agreement or,
      to the extent provided therein, the Servicing Agreement, shall cause the
      Servicers to provide access to information and documentation regarding the
      Mortgage Loans to the Trustee, its agents and accountants at any time upon
      reasonable request and during normal business hours, and to Certificateholders
      that are savings and loan associations, banks or insurance companies, the Office
      of Thrift Supervision, the FDIC and the supervisory agents and examiners of
      such
      Office and Corporation or examiners of any other federal or state banking or
      insurance regulatory authority if so required by applicable regulations of
      the
      Office of Thrift Supervision or other regulatory authority, such access to
      be
      afforded without charge but only upon reasonable request in writing and during
      normal business hours at the offices of the Master Servicer designated by it.
      In
      fulfilling such a request the Master Servicer shall not be responsible for
      determining the sufficiency of such information.

     

    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be remitted to the Securities Administrator for deposit in
      the
      Distribution Account.

     

    SECTION
      4.08. Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce the obligation of Wells Fargo
      under this Agreement and GMACM under the Servicing Agreement to maintain or
      cause to be maintained standard fire and casualty insurance and, where
      applicable, flood insurance, all in accordance with the provisions of this
      Agreement or the Servicing Agreement. It is understood and agreed that such
      insurance shall be with insurers meeting the eligibility requirements set forth
      in Section 3.11 of this Agreement or the eligibility requirements set forth
      in the Servicing Agreement, as applicable, and that no earthquake or other
      additional insurance is to be required of any Mortgagor or to be maintained
      on
      property acquired in respect of a defaulted 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.

     

    
      
        
        

      

      
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    SECTION
      4.09. Presentment
      of Claims and Collection of Proceeds.

     

    The
      Master Servicer shall enforce each Servicer’s obligations under this Agreement
      or the Servicing Agreement, as applicable, to prepare and present on behalf
      of
      the Trustee and the Certificateholders all claims under any insurance policies
      and take such actions (including the negotiation, settlement, compromise or
      enforcement of the insured’s claim) as shall be necessary to realize recovery
      under such policies. Any proceeds disbursed to the Master Servicer (or disbursed
      to such Servicer and remitted to the Master Servicer) in respect of such
      policies, bonds or contracts shall be promptly deposited in the Distribution
      Account upon receipt, except that any amounts realized that are to be applied
      to
      the repair or restoration of the related Mortgaged Property as a condition
      precedent to the presentation of claims on the related Mortgage Loan to the
      insurer under any applicable insurance policy need not be so deposited or
      remitted.

     

    SECTION
      4.10. Maintenance
      of Primary Mortgage Insurance Policies.

     

    (a) The
      Master Servicer shall not take, or permit a Servicer to take (to the extent
      such
      action is prohibited by this Agreement or the Servicing Agreement), any action
      that would result in noncoverage under any primary mortgage insurance policy
      of
      any loss which, but for the actions of the Master Servicer or the related
      Servicer, as applicable, would have been covered thereunder. The Master Servicer
      shall use its best reasonable efforts to cause the Servicer to keep in force
      and
      effect (to the extent that the Mortgage Loan requires the Mortgagor to maintain
      such insurance), primary mortgage insurance applicable to each Mortgage Loan
      in
      accordance with the provisions of this Agreement or the Servicing Agreement.
      The
      Master Servicer shall not, and shall not permit the Servicers to, cancel or
      refuse to renew any primary mortgage insurance policy that is in effect at
      the
      date of the initial issuance of the Mortgage Note and is required to be kept
      in
      force hereunder except in accordance with the provisions of this Agreement
      or
      the Servicing Agreement.

     

    (b) The
      Master Servicer agrees to cause the Servicers to present, on behalf of the
      Trustee and the Certificateholders, claims to the insurer under any primary
      mortgage insurance policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any primary mortgage insurance
      policies respecting defaulted Mortgage Loans.

     

    SECTION
      4.11. Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

    The
      Trustee or the Custodian, as applicable, shall retain possession and custody
      of
      the originals (to the extent available) of any primary mortgage insurance
      policies, or certificate of insurance if applicable, and any certificates of
      renewal as to the foregoing as may be issued from time to time as contemplated
      by this Agreement. Until all amounts distributable in respect of the
      Certificates have been distributed in full and the Master Servicer and the
      Servicers have otherwise fulfilled their respective obligations under this
      Agreement or the Servicing Agreement, as applicable, the Trustee or the
      Custodian shall also retain possession and custody of each Mortgage File in
      accordance with and subject to the terms and conditions of this Agreement and
      the Custodial Agreement. The Master Servicer shall promptly deliver or cause
      to
      be delivered to the Trustee or the Custodian, upon the execution or receipt
      thereof the originals of any primary mortgage insurance policies, any
      certificates of renewal, and such other documents or instruments that constitute
      Mortgage Loan Documents that come into the possession of the Master Servicer
      from time to time.

     

    
      
        
        

      

      
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    SECTION
      4.12. Realization
      Upon Defaulted Mortgage Loans.

     

    The
      Master Servicer shall cause the Servicers to foreclose upon, repossess or
      otherwise comparably convert the ownership of Mortgaged Properties securing
      such
      of the Mortgage Loans as come into and continue in default and as to which
      no
      satisfactory arrangements can be made for collection of delinquent payments,
      all
      in accordance with this Agreement or the Servicing Agreement, as
      applicable.

     

    SECTION
      4.13. Compensation
      for the Master Servicer.

     

    As
      compensation for the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to the Master Servicing Fee and the income from
      investment of or earnings on the funds from time to time in the Distribution
      Account, as provided in Section 3.10. The compensation payable to the
      Master Servicer in respect of any Distribution Date shall be reduced in
      accordance with Section 4.19 of this Agreement. The Master Servicer shall
      be required to pay all expenses incurred by it in connection with its activities
      hereunder and shall not be entitled to reimbursement therefor except as provided
      in this Agreement.

     

    SECTION
      4.14. REO
      Property.

     

    (a) In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the related Certificateholders. The Master
      Servicer shall cause the Servicers to sell, any REO Property as expeditiously
      as
      possible and in accordance with the provisions of this Agreement or the
      Servicing Agreement, as applicable. Further, the Master Servicer shall cause
      the
      Servicers to sell any REO Property prior to three years after the end of the
      calendar year of its acquisition by REMIC I unless (i) the Trustee shall have
      been supplied by the related Servicer with an Opinion of Counsel to the effect
      that the holding by the Trust Fund of such REO Property subsequent to such
      three-year period will not result in the imposition of taxes on “prohibited
      transactions” of any REMIC hereunder as defined in Section 860F of the Code or
      cause any REMIC hereunder to fail to qualify as a REMIC at any time that any
      Certificates are outstanding, in which case the Trust Fund may continue to
      hold
      such Mortgaged Property (subject to any conditions contained in such Opinion
      of
      Counsel) or (ii) the related Servicer shall have applied for, prior to the
      expiration of such three-year period, an extension of such three-year period
      in
      the manner contemplated by Section 856(e)(3) of the Code, in which case the
      three-year period shall be extended by the applicable extension period. The
      Master Servicer shall cause the related Servicer to protect and conserve, such
      REO Property in the manner and to the extent required by this Agreement in
      accordance with the REMIC Provisions and in a manner that does not result in
      a
      tax on “net income from foreclosure property” or cause such REO Property to fail
      to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code.

     

    
      
        
        

      

      
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    (b) The
      Master Servicer shall cause the Servicers to deposit all funds collected and
      received in connection with the operation of any REO Property in the REO
      Account, or in the account designated for such amounts under the Servicing
      Agreement.

     

    SECTION
      4.15. Master
      Servicer Annual Statement of Compliance.

     

    (a) The
      Master Servicer and the Securities Administrator shall deliver (or otherwise
      make available) (and the Master Servicer and Securities Administrator shall
      cause any Additional Servicer or Servicing Function Participant engaged by
      it to
      deliver) to the Depositor and the Securities Administrator on or before March
      15
      of each year, commencing in March 2008, an Officer’s Certificate stating, as to
      the signer thereof, that (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of such party’s performance under
      this Agreement, or such other applicable agreement in the case of an Additional
      Servicer or Servicing Function Participant, has been made under such officer’s
      supervision and (B) to the best of such officer’s knowledge, based on such
      review, such party has fulfilled all its obligations under this Agreement,
      or
      such other applicable agreement in the case of an Additional Servicer or
      Servicing Function Participant, in all material respects throughout such year
      or
      portion thereof, 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 thereof. 

     

    (b) The
      Master Servicer shall include all annual statements of compliance received
      by it
      with its own annual statement of compliance to be submitted to the Securities
      Administrator pursuant to this Section 4.15.

     

    (c) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and obligations under or resigns pursuant to the terms of this Agreement, or
      any
      applicable agreement in the case of a Servicing Function Participant, as the
      case may be, such party shall provide an Officer’s Certificate pursuant to this
      Section 4.15(c) or to such other applicable agreement, as the case may be,
      notwithstanding any such termination, assignment or resignation.

     

    (d) Failure
      of the Master Servicer to comply timely with this Section 4.15 shall be
      deemed a Master Servicer Event of Default, automatically, without notice and
      without any cure period, and the Trustee may, in addition to whatever rights
      the
      Trustee may have under this Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    (e) Copies
      of
      such Master Servicer annual statements of compliance shall be provided to any
      Certificateholder upon request, by the Master Servicer or by the Trustee at
      the
      Master Servicer’s expense if the Master Servicer failed to provide such copies
      (unless (i) the Master Servicer shall have failed to provide the Trustee with
      such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
      failure to provide such statement).

     

    
      
        
        

      

      
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    (f) Delivery
      under this Section 4.15 of such reports, information and documents to the
      Trustee is for informational purposes only, and the Trustee’s receipt of such
      shall not constitute constructive notice of any information contained therein
      or
      determinable from information contained therein, including the Master Servicer’s
      compliance with any of its covenants hereunder (as to which the Trustee is
      entitled to conclusively rely exclusively on an Officer’s
      Certificate).

     

    SECTION
      4.16. Master
      Servicer Assessments of Compliance.

     

    (a) By
      March
      15 of each year, commencing in March 2008, the Master Servicer and the
      Securities Administrator, each at its own expense, shall furnish, or otherwise
      make available, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Securities
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria that contains (A) a statement by such party
      of
      its responsibility for assessing compliance with the Relevant Servicing
      Criteria, (B) a statement that such party used the Relevant Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (C) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to
      Section 5.06(d), including, if there has been any material instance of
      noncompliance with the Relevant Servicing Criteria, a discussion of each such
      failure and the nature and status thereof, and (D) a statement that a registered
      public accounting firm has issued an attestation report on such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      such
      period. 

     

    (b) No
      later
      than the end of each fiscal year for the Trust for which a Form 10-K is required
      to be filed, the Master Servicer shall forward to the Securities Administrator
      and the Depositor the name of each Servicing Function Participant engaged by
      it
      and what Relevant Servicing Criteria will be addressed in the report on
      assessment of compliance prepared by such Servicing Function Participant
      (provided,
      however,
      that
      the Master Servicer need not provide such information to the Securities
      Administrator so long as the Master Servicer and the Securities Administrator
      are the same Person). When the Master Servicer and the Securities Administrator
      (or any Servicing Function Participant engaged by them) submit their assessments
      to the Securities Administrator, such parties will also at such time include
      the
      assessment (and attestation pursuant to Section 4.17) of each Servicing
      Function Participant engaged by it. 

     

    (c) Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      engaged by such parties as to the nature of any material instance of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (ii)
      the Securities Administrator shall confirm that the assessments, taken as a
      whole, address all of the Servicing Criteria and taken individually address
      the
      Relevant Servicing Criteria for each party as set forth on Exhibit E and notify
      the Depositor of any exceptions. 

     

    
      
        
        

      

      
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    (d) The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicers with its own assessment of compliance to
      be
      submitted to the Securities Administrator pursuant to this Section
      4.16.

     

    (e) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and obligations under, or resigns pursuant to the terms of this Agreement,
      or
      any applicable agreement in the case of a Servicing Function Participant, as
      the
      case may be, such party shall provide a report on assessment of compliance
      pursuant to this Section 4.16(e) or to such other applicable agreement,
      notwithstanding any such termination, assignment or resignation.

     

    (f) Failure
      of the Master Servicer to comply timely with this Section 4.16 shall be
      deemed a Master Servicer Event of Default, automatically, without notice and
      without any cure period, and the Trustee may, in addition to whatever rights
      the
      Trustee may have under this Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    SECTION
      4.17. Master
      Servicer Attestation Reports.

     

    (a) By
      March
      15 of each year, commencing in March 2008, the Master Servicer and the
      Securities Administrator, each at its own expense, shall cause, and each such
      party shall cause any Servicing Function Participant engaged by it to cause,
      each at its own expense, a registered public accounting firm (which may also
      render other services to the Master Servicer, the Securities Administrator,
      or
      such other Servicing Function Participants, as the case may be) and that is
      a
      member of the American Institute of Certified Public Accountants to furnish
      an
      attestation report to the Securities Administrator and the Depositor, to the
      effect that (i) it has obtained a representation regarding certain matters
      from
      the management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (ii) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to
      whether such party’s compliance with the Relevant Servicing Criteria was fairly
      stated in all material respects, or it cannot express an overall opinion
      regarding such party’s assessment of compliance with the Relevant Servicing
      Criteria. In the event that an overall opinion cannot be expressed, such
      registered public accounting firm shall state in such report why it was unable
      to express such an opinion. Such report must be available for general use and
      not contain restricted use language. 

     

    (b) Promptly
      after receipt of such assessment of compliance and attestation report from
      the
      Master Servicer, the Securities Administrator or any Servicing Function
      Participant engaged by such parties, the Securities Administrator shall confirm
      that each assessment submitted pursuant to Section 4.16 is coupled with an
      attestation meeting the requirements of this Section and notify the
      Depositor of any exceptions. 

     

    
      
        
        

      

      
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    (c) The
      Master Servicer shall include each such attestation furnished to it from the
      Servicers with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section 4.17.

     

    (d) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and duties under, or resigns pursuant to the terms of this Agreement, or any
      applicable custodial agreement or servicing or sub-servicing agreement in the
      case of a Servicing Function Participant, as the case may be, such party shall
      cause a registered public accounting firm to provide an attestation pursuant
      to
      this Section 4.17 or such other applicable agreement notwithstanding any
      such termination, assignment or resignation.

     

    (e) Failure
      of the Master Servicer to comply timely with this Section 4.17 shall be
      deemed a Master Servicer Event of Default, automatically, without notice and
      without any cure period, and the Trustee may, in addition to whatever rights
      the
      Trustee may have under this Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    SECTION
      4.18. Annual
      Certification.

     

    Each
      Form
      10-K required to be filed for the Trust pursuant to Section 5.06 shall
      include a Sarbanes-Oxley Certification required to be included therewith
      pursuant to the Sarbanes-Oxley Act. Each of the Master Servicer and the
      Securities Administrator shall provide, and shall cause any Servicing Function
      Participant engaged by it to, provide to the Person who signs the Sarbanes-Oxley
      Certification (the “Certifying
      Person”),
      by
      March 15 of each year in which the Trust is subject to the reporting
      requirements of the Exchange Act and otherwise within a reasonable period of
      time upon request, a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit C, upon which the Certifying Person, the
      entity for which the Certifying Person acts as an officer, and such entity’s
      officers, directors and Affiliates (collectively with the Certifying Person,
      “Certification
      Parties”)
      can
      reasonably rely. The officer of the Master Servicer in charge of the master
      servicing function shall serve as the senior Certifying Person on behalf of
      the
      Trust. Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
      event any such party or any Servicing Function Participant engaged by such
      party
      is terminated, assigns its rights or duties under, or resigns pursuant to the
      terms of this Agreement, or any applicable sub-servicing agreement, as the
      case
      may be, such party shall provide a Back-Up Certification to the Certifying
      Person pursuant to this Section 4.18 with respect to the period of time it
      was subject to this Agreement or any applicable sub-servicing agreement, as
      the
      case may be. Notwithstanding the foregoing, (i) the Master Servicer and the
      Securities Administrator shall not be required to deliver a Back-Up
      Certification to each other if both are the same Person and the Master Servicer
      is the Certifying Person and (ii) the Master Servicer shall not be obligated
      to
      sign the Sarbanes-Oxley Certification in the event that it does not receive
      any
      Back-Up Certification required to be furnished to it pursuant to this Section
      4.18. 

     

    
      
        
        

      

      
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    SECTION
      4.19. Obligation
      of the Master Servicer in Respect of Prepayment Interest
      Shortfalls.

     

    In
      the
      event of any Prepayment Interest Shortfalls, the Master Servicer shall deposit
      into the Distribution Account not later than the related Distribution Date
      an
      amount equal to the lesser of (i) the aggregate amounts required to be paid
      by
      the Servicers with respect to Prepayment Interest Shortfalls attributable to
      Principal Prepayments in full on the Mortgage Loans for the related Distribution
      Date, and not so paid by the Servicers and (ii) the aggregate amount of the
      compensation payable to the Master Servicer for such Distribution Date in
      accordance with Section 4.13, without reimbursement therefor.

     

    
      
        
        

      

      
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    ARTICLE
      V


    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      5.01. Distributions.

     

    (a) (1) On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
      Interests and distributed to the holders of the Class R Certificates (in respect
      of the Class R-I Interest), as the case may be:

     

    (i) to
      Holders of each of REMIC I Regular Interest IA and REMIC I Regular Interest
      I-1-A through I-100-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC I Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates;

     

    (ii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      immediately above, payments of principal shall be allocated as follows: first,
      to REMIC I Regular Interest IA in an amount equal to the aggregate principal
      distributions actually and deemed to have been made on the Certificates other
      than the Class A-1 Certificates, until the Uncertificated Balance of REMIC
      I
      Regular Interest IA has been reduced to zero and second, to REMIC I Regular
      Interests I-1-A through I-100-B starting with the lowest numerical denomination
      in an amount equal to the aggregate principal distributions actually and deemed
      to have been made on the Class A-1 Certificates, until the Uncertificated
      Balance of each such REMIC I Regular Interest is reduced to zero, provided
      that,
      for REMIC I Regular Interests with the same numerical denomination, such
      payments of principal shall be allocated pro
      rata
      between
      such REMIC I Regular Interests; and

     

    (iii) any
      remaining amount to the Holders of the Class R Certificates, in respect of
      the
      Class R-I Interest.

     

    (2) On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular
      Interests or withdrawn from the Distribution Account and distributed to the
      Holders of the Class R Certificates, in respect of the Class R-II Interest,
      as
      the case may be:

     

    (i) first
      to
      the Holders of REMIC II Regular Interest IO, in an amount equal to (A)
      Uncertificated Interest for such REMIC II Regular Interest for such Distribution
      Date, plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates and second, to
      the
      Holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC
      II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular
      Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5
      and
      REMIC II Regular Interest B-6 pro
      rata,
      in an
      amount equal to the amount of interest and principal distributed on the
      Corresponding Certificates for such Distribution Date; and

     

    
      
        
        

      

      
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    (ii) any
      remaining amount to the Holders of the Class R Certificates, in respect of
      the
      Class R-II Interest.

     

    (b) [Reserved].

     

    (c) On
      each
      Distribution Date prior to the Credit Support Depletion Date, the Available
      Distribution Amount will be distributed in the following manner and order of
      priority:

     

    (i) first,
      from
      the Senior Interest Distribution Amount, to the Swap Account to pay any Net
      Swap
      Payment or Swap Termination Payment (not caused by a Swap Provider Trigger
      Event) owed to the Swap Provider for such Distribution Date; 

     

    (ii) second,
      concurrently, to each class of Senior Certificates, from the Senior Interest
      Distribution remaining after payments pursuant to clause (i) above the Accrued
      Certificate Interest with respect to each such Class on a pro rata basis, based
      on the entitlement of each such Class; provided, however, if after taking into
      account amounts available under the Class A Swap Agreement, there are any unpaid
      Net WAC Rate Carryover Amounts payable to the Class A-1 Certificates, any
      interest amounts otherwise payable to the Class A-2 Certificates pursuant to
      this clause will be deposited in the Swap Account and used to pay any unpaid
      Net
      WAC Rate Carryover Amounts payable to the Class A-1 Certificates; 

     

    (iii) third,
      concurrently, to the Senior Certificates from the Available Distribution Amount
      remaining after payments pursuant to clauses (c)(i) and (c)(ii) above, the
      related Senior Principal Distribution Amount, on a pro rata basis, based on
      the
      Certificate Principal Balance of each such Class, until the Certificate
      Principal Balance of each such Class has been reduced to zero; provided,
      however, if any Net Swap Payments or Swap Termination Payments, or any portion
      thereof, payable to the Swap Provider pursuant to clause (c)(i) above remain
      unpaid, principal payable to the Class A-2 Certificates and then principal
      payable to the Class A-1 Certificates, in that order, will be reduced by the
      amount of such unpaid Net Swap Payments or Swap Termination Payments and such
      amounts will be deposited in the Swap Account for payment to the Swap Provider;
      provided further that if there are any remaining unpaid Net WAC Rate Carryover
      Amounts payable to the Class A-1 Certificates, any principal amounts otherwise
      payable to the Class A-2 Certificates pursuant to this clause will be deposited
      in the Swap Account and used to pay any unpaid Net WAC Rate Carryover Amounts
      payable to the Class A-1 Certificates;

     

    (iv) fourth,
      from
      the Available Distribution Amount remaining after payments pursuant to clauses
      (c)(i) through (c)(iii), to each Class of Senior Certificates for which there
      is
      a Senior Interest Shortfall Amount on such Distribution Date, the related Senior
      Interest Shortfall Amount on a
      pro rata
      basis,
      based
      on the entitlement of each such Class; 

     

    
      
        
        

      

      
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    (v) fifth,
      from
      the Available Distribution Amount remaining after payments pursuant to clauses
      (c)(i) through (c)(iv) above, to the Subordinate Certificates, on a pro rata
      basis, an amount equal to their respective portions of the Subordinate Interest
      Distribution Amount for such Distribution Date and their pro rata share, based
      on the outstanding Certificate Principal Balance of each such Class, of the
      Subordinate Principal Distribution Amount; provided, however, that on any
      Distribution Date on which the Subordination Level for any Class of Subordinate
      Certificates is less than the Subordination Level as of the Closing Date, the
      portion of the Subordinate Principal Prepayment Amount otherwise payable to
      the
      Class or Classes of the Subordinate Certificates junior to such Class will
      be
      distributed to the most senior Class of Subordinate Certificates for which
      the
      Subordination Level is less than such percentage as of the Closing Date, and
      to
      the Class or Classes of Subordinate Certificates senior thereto, pro rata based
      on the Certificate Principal Balance of each such Class; 

     

    (vi) sixth,
      to the
      Senior Certificates, from the Available Distribution Amount remaining after
      distributions pursuant to clauses (c)(i) through (c)(v) above, by Pro Rata
      Allocation, the amount of any unreimbursed Realized Losses previously allocated
      to such Classes of Certificates and then to the Class B-1, Class B-2, Class
      B-3,
      Class B-4, Class B-5 and Class B-6 Certificates, in that order, the amount
      of
      any unreimbursed Realized Losses previously allocated to such Classes of
      Certificates;

     

    (vii) seventh,
      to the
      Swap Account, an amount equal to any Swap Termination Payments resulting from
      a
      Swap Provider Trigger Event owed to the Swap Provider pursuant to the Class
      A
      Swap Agreement; and

     

    (viii) eighth,
      to the
      Class R Certificates, the remainder (which is expected to be zero), of any
      of
      the Available Distribution Amount remaining after distributions pursuant to
      clauses (c)(i) through (c)(vii) above.

     

    (d) On
      each
      Distribution Date on or after the Credit Support Depletion Date, to the extent
      of the Available Distribution Amount on such Distribution Date, distributions
      will be made in the following manners and order of priority:

     

    (i) first,
      from
      the Senior Interest Distribution Amount, to the Swap Account to pay any Net
      Swap
      Payment or Swap Termination Payment (not caused by a Swap Provider Trigger
      Event) owed to the Swap Provider for such Distribution Date; 

     

    (ii) second,
      concurrently, to each class of Senior Certificates, from the Senior Interest
      Distribution remaining after payments pursuant to clause (d)(i) above the
      Accrued Certificate Interest with respect to each such Class on a pro rata
      basis, based on the entitlement of each such Class; provided, however, if after
      taking into account amounts available under the Class A Swap Agreement, there
      are any unpaid Net WAC Rate Carryover Amounts payable to the Class A-1
      Certificates, any interest amounts otherwise payable to the Class A-2
      Certificates pursuant to this clause will be deposited in the Swap Account
      and
      used to pay any unpaid Net WAC Rate Carryover Amounts payable to the Class
      A-1
      Certificates; 

     

    
      
        
        

      

      
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    (iii) third,
      concurrently, to the Senior Certificates from the Available Distribution Amount
      remaining after payments pursuant to clauses (d)(i) and (d)(ii) above, the
      related Senior Principal Distribution Amount, on a pro rata basis, based on
      the
      Certificate Principal Balance of each such Class, until the Certificate
      Principal Balance of each such Class has been reduced to zero; provided,
      however, if any Net Swap Payments or Swap Termination Payments, or any portion
      thereof, payable to the Swap Provider pursuant to clause (d)(i) above remain
      unpaid, principal payable to the Class A-2 Certificates and then principal
      payable to the Class A-1 Certificates, in that order, will be reduced by the
      amount of such unpaid Net Swap Payments or Swap Termination Payments and such
      amounts will be deposited in the Swap Account for payment to the Swap Provider;
      provided further that if there are any remaining unpaid Net WAC Rate Carryover
      Amounts payable to the Class A-1 Certificates, any principal amounts otherwise
      payable to the Class A-2 Certificates will be deposited in the Swap Account
      and
      used to pay any unpaid Net WAC Rate Carryover Amounts payable to the Class
      A-1
      Certificates.

     

    (iv) fourth,
      from
      the Available Distribution Amount remaining after payments pursuant to clauses
      (d)(i) through (d)(iii), to each Class of Senior Certificates for which there
      is
      a Senior Interest Shortfall Amount on such Distribution Date, the related Senior
      Interest Shortfall Amount, on
      a pro
      rata basis, based on the entitlement of each such class.
      

     

    (v) fifth,
      to the
      Senior Certificates, from the Available Distribution Amount remaining after
      distributions pursuant to clauses (d)(i) through (d)(v) above, on a pro rata
      basis, based on the entitlement of each such class, the amount of any
      unreimbursed Realized Losses previously allocated to the Senior
      Certificates;

     

    (vi) sixth,
      to the
      Swap Account, an amount equal to any Swap Termination Payment resulting from
      a
      Swap Provider Trigger Event owed to the Swap Provider pursuant to the Class
      A
      Swap Agreement; and

     

    (vii) seventh,
      to the
      Class R Certificates, the remainder (which is expected to be zero), of any
      of
      the Available Distribution Amount remaining after distributions pursuant to
      clauses (d)(i) through (d)(vii) above.

     

    Notwithstanding
      the foregoing, any amounts remitted to the Swap Account pursuant to clause
      (c)(iii) or (d)(iii) above from principal otherwise distributable to the Class
      A-1 Certificates will reduce the Certificate Principal Balance of the Class
      A-1
      Certificates. In addition, any remittances to the Swap Account or any
      distributions made to the Class A-1 Certificates pursuant to clause (c)(iii)
      or
      (d)(iii) above from principal otherwise distributable to the Class A-2
      Certificates will reduce the Certificate Principal Balance of the Class A-2
      Certificates. Such amounts may be reimbursed to the Class A-1 Certificates
      and
      the Class A-2 Certificates from any Net Swap Payments received under the Class
      A
      Swap Agreement, if amounts are available for that purpose.

     

    (e) As
      described in Sections 5.01(c) and (d) above, amounts payable by the Trust to
      the
      Supplemental Interest Trust in respect of Net Swap Payments and Swap Termination
      Payments (and to the extent not paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Supplemental Interest Trust Trustee)
      will be deposited into the Swap Account and distributed by the Securities
      Administrator to the Swap Provider as follows:

     

    
      first,
        to make
        any Net Swap Payment owed to the Swap Provider pursuant to the Class A Swap
        Agreement for such Distribution Date;

    

     

    
      
        
        

      

      
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    second,
      to make
      any Swap Termination Payment not due to a Swap Provider Trigger Event owed
      to
      the Swap Provider pursuant to the Class A Swap Agreement (to the extent not
      paid
      by the Securities Administrator from any upfront payment received pursuant
      to
      any replacement interest rate swap agreement that may be entered into by the
      Securities Administrator); and

     

    third,
      from
      amounts deposited into the Swap Account pursuant to Section 5.01(c)(vii) or
      (d)(vi) above, to the Swap Provider, an amount equal to any Swap Termination
      Payment owed to the Swap Provider due to a Swap Provider Trigger Event pursuant
      to the Class A Swap Agreement. 

     

    (f) Commencing
      in September 2007 and ending on the Distribution Date prior to the Swap
      Termination Date, to the extent required, any Net Swap Payment payable to the
      Securities Administrator on behalf of the Supplemental Interest Trust by the
      Swap Provider will be withdrawn by the Securities Administrator from amounts
      on
      deposit in the Swap Account and shall be distributed on the related Distribution
      Date (and with respect to any payments owed to the Swap Provider, one Business
      Day prior to the 25th
      day of
      each month) in the following order of priority:

     

    first,
      to
      the
      Class A-1 Certificates, the amount of any Accrued Certificate Interest on the
      Class A-1 Certificates remaining unpaid after distributions of the Senior
      Interest Distribution Amount on such Distribution Date pursuant to
      Section 5.01(c)(ii) or (d)(ii) above;

     

    second,
      to the
      Class A-1 Certificates, the amount of any unpaid Net WAC Rate Carryover Amounts
      due to the Class A-1 Certificates on such Distribution Date;

     

    third,
      to the
      Class A-1 Certificates, in reimbursement of any principal amounts otherwise
      distributable to the Class A-1 Certificates which were used to pay Net Swap
      Payments or Swap Termination Payments pursuant to Section 5.01(c)(iii) or
      (d)(iii);

     

    fourth,
      to the
      Class A-2 Certificates, the amount of any Accrued Certificate Interest on the
      Class A-2 Certificates remaining unpaid after distributions of the Senior
      Interest Distribution Amount on such Distribution Date pursuant to Section
      5.01(c)(ii) or (d)(ii) above;

     

    fifth,
      to the
      Class A-2 Certificates, the amount of any interest and/or principal amounts
      which were otherwise payable to the Class A-2 Certificates, but remitted to
      the
      Swap Provider or to the Class A-1 Certificates pursuant to Section 5.01(c)(ii)
      or (iii) or (d)(ii) or (iii) above; and

     

    
      
        
        

      

      
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    sixth,
      to the
      Class A-2 Certificates, any remaining amounts.

     

    (g) On
      each
      Distribution Date, interest and principal amounts otherwise payable to the
      Class
      A-2 Certificates will be deposited into the Swap Account pursuant to clauses
      5.01(c)(ii), 5.01(c)(iii), 5.01(d)(ii) and 5.01(d)(iii) above and used to pay
      any unpaid Net WAC Rate Carryover Amounts payable to the Class A-1
      Certificates.

     

    (h) All
      distributions made with respect to each Class of Certificates on each
      Distribution Date shall be allocated pro
      rata
      among
      the outstanding Certificates in such Class based on their respective Percentage
      Interests. Payments in respect of each Class of Certificates on each
      Distribution Date will be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in this
      Section 5.01(h) or Section 10.01 respecting the final distribution on
      such Class), based on the aggregate Percentage Interest represented by their
      respective Certificates, and shall be made by wire transfer of immediately
      available funds to the account of any such Holder at a bank or other entity
      having appropriate facilities therefor, if such Holder shall have so notified
      the Securities Administrator in writing at least five (5) Business Days prior
      to
      the Record Date immediately prior to such Distribution Date and is the
      registered owner of Certificates having an initial aggregate Certificate
      Principal Balance that is in excess of the lesser of (i) $5,000,000 or (ii)
      two-thirds of the initial Certificate Principal Balance of such Class of
      Certificates, or otherwise by check mailed by first class mail to the address
      of
      such Holder appearing in the Certificate Register. The final distribution on
      each Certificate will be made in like manner, but only upon presentment and
      surrender of such Certificate at the Corporate Trust Office of the Securities
      Administrator or such other location specified in the notice to
      Certificateholders of such final distribution.

     

    Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be responsible for
      crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures. Each Depository
      Participant shall be responsible for disbursing such distribution to the
      Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. None of the Trustee, the
      Depositor, the Servicer, the Securities Administrator or the Master Servicer
      shall have any responsibility therefor except as otherwise provided by this
      Agreement or applicable law.

     

    (i) The
      rights of the Certificateholders to receive distributions in respect of the
      Certificates, and all interests of the Certificateholders in such distributions,
      shall be as set forth in this Agreement. None of the Holders of any Class of
      Certificates, the Trustee, the Servicer, the Securities Administrator or the
      Master Servicer shall in any way be responsible or liable to the Holders of
      any
      other Class of Certificates in respect of amounts properly previously
      distributed on the Certificates.

     

    (j) Except
      as
      otherwise provided in Section 10.01, whenever the Securities Administrator
      expects that the final distribution with respect to any Class of Certificates
      will be made on the next Distribution Date, the Securities Administrator shall,
      no later than three (3) days before the related Distribution Date, mail to
      each
      Holder on such date of such Class of Certificates a notice to the effect
      that:

     

    
      	 	
              (i)

            	
              the
                Securities Administrator expects that the final distribution with
                respect
                to such Class of Certificates will be made on such Distribution Date
                but
                only upon presentation and surrender of such Certificates at the
                office of
                the Securities Administrator therein specified,
                and

            


    

     

    
      
        
        

      

      
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              (ii)

            	
              no
                interest shall accrue on such Certificates from and after the end
                of the
                related Interest Accrual Period.

            


    

     

    Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Securities Administrator and credited to the account of the appropriate
      non-tendering Holder or Holders. If any Certificates as to which notice has
      been
      given pursuant to this Section 5.01(j) shall not have been surrendered for
      cancellation within six months after the time specified in such notice, the
      Securities Administrator shall mail a second notice to the remaining
      non-tendering Certificateholders to surrender their Certificates for
      cancellation in order to receive the final distribution with respect thereto.
      If
      within one year after the second notice all such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall, directly
      or through an agent, mail a final notice to the remaining non-tendering
      Certificateholders concerning surrender of their Certificates but shall continue
      to hold any remaining funds for the benefit of non-tendering Certificateholders.
      The costs and expenses of maintaining the funds in trust and of contacting
      such
      Certificateholders shall be paid out of the assets remaining in such trust
      fund.
      If within one year after the final notice any such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall pay to
      the
      Depositor all such amounts, and all rights of non-tendering Certificateholders
      in or to such amounts shall thereupon cease. No interest shall accrue or be
      payable to any Certificateholder on any amount held in trust by the Securities
      Administrator as a result of such Certificateholder’s failure to surrender its
      Certificate(s) on the final Distribution Date for final payment thereof in
      accordance with this Section 5.01(j). Any such amounts held in trust by the
      Securities Administrator shall be held uninvested in an Eligible
      Account.

     

    (k) Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate or a Subordinate Certificate be reduced more
      than once in respect of any particular amount allocated to such Certificate
      in
      respect of Realized Losses pursuant to Section 5.04 and (ii) in no event
      shall the Uncertificated Balance of a REMIC Regular Interest be reduced more
      than once in respect of any particular amount both (a) allocated to such REMIC
      Regular Interest in respect of Realized Losses pursuant to Section 5.04 and
      (b) distributed on such REMIC Regular Interest in reduction of the
      Uncertificated Balance thereof pursuant to this Section 5.01.

     

    
      
        
        

      

      
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    SECTION
      5.02. Statements
      to Certificateholders.

     

    On
      each
      Distribution Date, the Securities Administrator (based on the information set
      forth in the Servicer Reports for such Distribution Date and information
      provided by the Swap Provider under the Class A Swap Agreement with respect
      to
      payments made pursuant to the Class A Swap Agreement) shall make available
      to
      each Holder of the Certificates, the Servicers, the Credit Risk Manager and
      the
      Designated Entity, a statement as to the distributions made on such Distribution
      Date setting forth:

     

    (i) applicable
      Interest Accrual Periods and general Distribution Dates;

     

    (ii) the
      total
      cash flows received and the general sources thereof;

     

    (iii) the
      aggregate Servicing Fee received by the Servicers during the related Due
      Period;

     

    (iv) the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees; 

     

    (v) the
      amount of the related distribution to Holders of the Certificates (by Class)
      allocable to principal, separately identifying (A) the aggregate amount of
      any
      Principal Prepayments included therein and (B) the aggregate of all scheduled
      payments of principal included therein;

     

    (vi) the
      amount of such distribution to Holders of the Certificates (by Class) allocable
      to interest and the portion thereof, if any, provided by the Class A Swap
      Agreement;

     

    (vii) any
      Net
      WAC Rate Carryover Amounts for the Class A-1 Certificates (if any);

     

    (viii) the
      aggregate amount of Advances included in the distributions on the Distribution
      Date;

     

    (ix) the
      number and aggregate principal balance of any Mortgage Loans (not including
      any
      Liquidated Mortgage Loans as of the end of the Prepayment Period) that were
      delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method
      (1) one scheduled payment is delinquent, (2) two scheduled payments are
      delinquent, (3) three scheduled payments are delinquent and (4) foreclosure
      proceedings have been commenced, and loss information for the
      period;

     

    (x) the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (xi) with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the loan number and Scheduled Principal Balance of, and Realized Loss
      on,
      such Mortgage Loan as of the end of the related Prepayment Period;

     

    
      
        
        

      

      
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    (xii) the
      total
      number and principal balance of any real estate owned, or REO Properties, as
      of
      the end of the related Prepayment Period;

     

    (xiii) the
      cumulative Realized Losses through the end of the preceding month;

     

    (xiv) the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Distribution Account for such Distribution Date;

     

    (xv) the
      Certificate Principal Balance of the related Certificates before and after
      giving effect to the distribution of principal and allocation of Realized Losses
      on such Distribution Date;

     

    (xvi) the
      number and Scheduled Principal Balance of all the Mortgage Loans for the
      following Distribution Date;

     

    (xvii) the
      three-month rolling average of the percent equivalent of a fraction, the
      numerator of which is the aggregate Scheduled 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 Scheduled Principal
      Balances of all of the Mortgage Loans;

     

    (xviii) the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xix) the
      Interest Distribution Amount in respect of the Class A Certificates and the
      Subordinate Certificates for such Distribution Date, and in the case of the
      Class A Certificates and the Subordinate Certificates separately identifying
      any
      reduction thereof due to allocations of Prepayment Interest Shortfalls and
      interest shortfalls including the following Realized Losses: Relief Act Interest
      Shortfalls and Net WAC Rate Carryover Amounts;

     

    (xx) the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to
      Section 3.22 of this Agreement, the Master Servicer pursuant to
      Section 4.19 of this Agreement; 

     

    (xxi) the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xxii) the
      amount of, if any, of Net Monthly Excess Cashflow or excess spread and the
      application of such Net Monthly Excess Cashflow;

     

    (xxiii) the
      Pass-Through Rate for each Class of Certificates for such Distribution
      Date;

     

    (xxiv) the
      amount of any Net Swap Payment payable to the Trust, any related Net Swap
      Payment payable to the Swap Provider, any Swap Termination Payment payable
      to
      the Trust and any related Swap Termination Payment payable to the Swap Provider;
      

     

    
      
        
        

      

      
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    (xxv) the
      amount of Special Hazard Coverage available to the Senior Certificates remaining
      as of the close of business on the applicable Determination Date;

     

    (xxvi) the
      amount of Bankruptcy Coverage available to the Senior Certificates remaining
      as
      of the close of business on the applicable Determination Date; and

     

    (xxvii) the
      amount of Fraud Coverage available to the Senior Certificates remaining as
      of
      the close of business on the applicable Determination Date.

     

    The
      Securities Administrator will make such statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to the Certificateholders and the Rating Agencies via
      the
      Securities Administrator’s internet website. The Securities Administrator’s
      internet website shall initially be located at http:\\www.ctslink.com and
      assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at 1-866-846-4526. Parties that are unable
      to use the above distribution options are entitled to have a paper copy mailed
      to them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      statements are distributed in order to make such distribution more convenient
      and/or more accessible to the above parties and the Securities Administrator
      shall provide timely and adequate notification to all above parties regarding
      any such changes.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed as a dollar amount per Single Certificate of the
      relevant Class.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Regular Certificate a statement containing
      the information set forth in subclauses (i) through (iii) above, aggregated
      for
      such calendar year or applicable portion thereof during which such person was
      a
      Certificateholder. Such obligation of the Securities Administrator shall be
      deemed to have been satisfied to the extent that substantially comparable
      information shall be provided by the Securities Administrator pursuant to any
      requirements of the Code as from time to time are in force.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Residual Certificate a statement setting
      forth the amount, if any, actually distributed with respect to the Residual
      Certificates, as appropriate, aggregated for such calendar year or applicable
      portion thereof during which such Person was a Certificateholder.

     

    The
      Securities Administrator shall, upon request, furnish to the Certificateholder
      during the term of this Agreement, such periodic, special, or other reports
      or
      information, whether or not provided for herein, as shall be reasonable with
      respect to the Certificateholder, or otherwise with respect to the purposes
      of
      this Agreement, all such reports or information to be provided at the expense
      of
      the Certificateholder, in accordance with such reasonable and explicit
      instructions and directions as the Certificateholder may provide.

     

    
      
        
        

      

      
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    On
      each
      Distribution Date the Securities Administrator shall provide Bloomberg Financial
      Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates
      as of such Distribution Date, using a format and media mutually acceptable
      to
      the Securities Administrator and Bloomberg.

     

    SECTION
      5.03. Servicer
      Reports; P&I Advances.

     

    (a) No
      later
      than the 10th
      calendar
      day of each month, and if the 10th
      calendar
      day is not a Business Day, the immediately preceding Business Day, Wells Fargo
      shall deliver to the Master Servicer and the Securities Administrator by
      telecopy or electronic mail (or by such other means as Wells Fargo, the Master
      Servicer and the Securities Administrator may agree from time to time) a
      remittance report containing such information with respect to the related
      Mortgage Loans and the related Distribution Date as is reasonably available
      to
      Wells Fargo as the Master Servicer or the Securities Administrator may
      reasonably require so as to enable the Master Servicer to master service the
      Mortgage Loans and oversee the servicing by Wells Fargo and the Securities
      Administrator to fulfill its obligations hereunder with respect to securities
      and tax reporting. Wells Fargo shall deliver additional reporting to the Master
      Servicer and the Securities Administrator by telecopy or electronic mail (or
      by
      such other means as Wells Fargo, the Master Servicer and the Securities
      Administrator may agree from time to time) two (2) Business Days following
      the
      13th
      calendar
      day of each month with respect to any Mortgage Loan for which a Principal
      Prepayment in full has been made.

     

    (b) The
      amount of P&I Advances to be made by Wells Fargo on any Distribution Date
      shall equal, subject to Section 5.03(d), (i) the aggregate amount of
      Monthly Payments (net of the related Servicing Fees), due during the related
      Due
      Period in respect of the Mortgage Loans serviced by the Servicer, which Monthly
      Payments were delinquent as of the close of business on the related
      Determination Date and (ii) with respect to each REO Property, which was
      acquired during or prior to the related Prepayment Period and as to which an
      REO
      Disposition did not occur during the related Prepayment Period, an amount equal
      to the excess, if any, of the REO Imputed Interest on such REO Property for
      the
      most recently ended calendar month, over the net income from such REO Property
      deposited in the Collection Account pursuant to Section 3.21 of this
      Agreement for distribution on such Distribution Date; provided, however, Wells
      Fargo shall not be required to make P&I Advances with respect to Relief Act
      Interest Shortfalls, shortfalls due to bankruptcy proceedings, or with respect
      to Prepayment Interest Shortfalls in excess of its obligations under
      Section 3.22. 

     

    On
      the
      Servicer Remittance Date, Wells Fargo shall remit in immediately available
      funds
      to the Securities Administrator for deposit in the Distribution Account an
      amount equal to the aggregate amount of P&I Advances, if any, to be made in
      respect of the related Mortgage Loans for the related Distribution Date either
      (i) from its own funds or (ii) from the Collection Account, to the extent of
      any
      Amounts Held For Future Distribution on deposit therein (in which case it will
      cause to be made an appropriate entry in the records of the Collection Account
      that Amounts Held For Future Distribution have been, as permitted by this
      Section 5.03, used by Wells Fargo in discharge of any such P&I Advance)
      or (iii) in the form of any combination of (i) and (ii) aggregating the total
      amount of P&I Advances to be made by the Servicer with respect to the
      related Mortgage Loans. In addition, Wells Fargo shall have the right to
      reimburse itself for any outstanding P&I Advance made from its own funds
      from Amounts Held for Future Distribution. Any Amounts Held For Future
      Distribution used by the Servicer to make P&I Advances or to reimburse
      itself for outstanding P&I Advances shall be appropriately reflected in
      Wells Fargo’s records and replaced by Wells Fargo by deposit in the Collection
      Account no later than the close of business on the Servicer Remittance Date
      immediately following the Due Period or Prepayment Period for which such amounts
      relate. The Securities Administrator will notify Wells Fargo and the Master
      Servicer by the close of business on the Business Day prior to the Distribution
      Date in the event that the amount remitted by Wells Fargo to the Securities
      Administrator on such date is less than the P&I Advances required to be made
      by Wells Fargo for the related Distribution Date.

     

    
      
        
        

      

      
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    (c) The
      obligation of Wells Fargo to make such P&I Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to (d) below,
      and, with respect to any related Mortgage Loan or REO Property, shall continue
      until a Final Recovery Determination in connection therewith or the removal
      thereof from the Trust Fund pursuant to any applicable provision of this
      Agreement, except as otherwise provided in this Section. 

     

    (d) Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by Wells Fargo if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance, respectively. The determination by Wells
      Fargo
      that it has made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
      Advance or that any proposed P&I Advance or Servicing Advance, if made,
      would constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing
      Advance, respectively, shall be evidenced by a certification of a Servicing
      Officer delivered to the Master Servicer.

     

    (e) Subject
      to and in accordance with Article VIII of this Agreement, in the event that
      Wells Fargo fails to make a required P&I Advance, the Trustee or any other
      successor Servicer will be required to make such P&I Advance on the
      Distribution Date on which Wells Fargo was required to make such P&I
      Advance, subject to its determination of recoverability.

     

    (f) The
      reporting, remittance and advancing obligations of GMACM are set forth in the
      Servicing Agreement.

     

    SECTION
      5.04. Allocation
      of Realized Losses.

     

    (a) Prior
      to
      the Determination Date, the Servicer shall determine as to each Mortgage Loan
      serviced by the Servicer and any related REO Property and include in the monthly
      remittance report provided to the Master Servicer and the Securities
      Administrator (substantially in the form of Schedule 4 hereto) such information
      as is reasonably available to the Servicer as the Master Servicer or the
      Securities Administrator may reasonably require so as to enable the Master
      Servicer to master service the Mortgage Loans and oversee the servicing by
      the
      Servicer and the Securities Administrator to fulfill its obligations hereunder
      with respect to securities and tax reporting, which shall include, but not
      be
      limited to: (i) the total amount of Realized Losses, if any, incurred in
      connection with any Final Recovery Determinations made during the related
      Prepayment Period; and (ii) the respective portions of such Realized Losses
      allocable to interest and allocable to principal. Prior to each Determination
      Date, the Servicer shall also determine as to each Mortgage Loan: (i) the total
      amount of Realized Losses, if any, incurred in connection with any Deficient
      Valuations made during the related Prepayment Period; and (ii) the total amount
      of Realized Losses, if any, incurred in connection with Debt Service Reductions
      in respect of Monthly Payments due during the related Due Period.

     

    
      
        
        

      

      
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    (b) All
      Realized Losses on the Mortgage Loans allocated to any REMIC Regular Interest
      pursuant to Section 5.04(c) on the Mortgage Loans shall be allocated by the
      Securities Administrator on each Distribution Date as follows: first,
      to the
      Class B-6 Certificates, until the Certificate Principal Balance of the Class
      B-6
      Certificates has been reduced to zero; second,
      to the
      Class B-5 Certificates, until the Certificate Principal Balance of the Class
      B-5
      Certificates has been reduced to zero; third,
      to the
      Class B-4 Certificates, until the Certificate Principal Balance of the Class
      B-4
      Certificates has been reduced to zero; fourth,
      to the
      Class B-3 Certificates, until the Certificate Principal Balance of the Class
      B-3
      Certificates has been reduced to zero, fifth,
      to the
      Class B-2 Certificates, until the Certificate Principal Balance of the Class
      B-2
      Certificates has been reduced to zero; sixth,
      to the
      Class B-1 Certificates, until the Certificate Principal Balance of the Class
      B-1
      Certificates has been reduced to zero; seventh,
      to the
      Class A-2 Certificates, until the Certificate Principal Balance of the Class
      A-2
      Certificates has been reduced to zero; and eighth,
      to the
      Class A-1 Certificates, until the Certificate Principal Balance of the Class
      A-1
      Certificates has been reduced to zero. All Realized Losses to be allocated
      to
      the Certificate Principal Balances of all Classes on any Distribution Date
      shall
      be so allocated after the actual distributions to be made on such date as
      provided above. All references above to the Certificate Principal Balance of
      any
      Class of Certificates shall be to the Certificate Principal Balance of such
      Class immediately prior to the relevant Distribution Date, before reduction
      thereof by any Realized Losses, in each case to be allocated to such Class
      of
      Certificates, on such Distribution Date.

     

    Excess
      Losses with respect to the Mortgage Loans will be allocated to the outstanding
      class or classes of Senior Certificates and Subordinate Certificates by Pro
      Rata
      Allocation.

     

    As
      used
      herein, an allocation of a Realized Loss on a “pro
      rata
      basis”
among two or more specified Classes of Certificates means an allocation on
      a
pro
      rata
      basis,
      among the various Classes so specified, to each such Class of Certificates
      on
      the basis of their then outstanding Certificate Principal Balances prior to
      giving effect to distributions to be made on such Distribution Date. All
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the, Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    In
      addition, in the event that the Servicer receives any Subsequent Recoveries
      with
      respect to a Mortgage Loan serviced by it, the Servicer shall deposit such
      funds
      into the Collection Account pursuant to Section 3.08. If, after taking into
      account such Subsequent Recoveries, the amount of a Realized Loss is reduced,
      the amount of such Subsequent Recoveries will be applied to increase the
      Certificate Principal Balance of the Class A-1 Certificates and the Class A-2
      Certificates, in that order and then applied to increase the Certificate
      Principal Balance of the Class of Subordinate Certificates with the highest
      payment priority to which Realized Losses have been allocated, but, in each
      case, not by more than the amount of Realized Losses previously allocated to
      that Class of Certificates pursuant to this Section 5.04 and not previously
      reimbursed to such Class of Certificates pursuant to Section 5.01(c) or (d)
      or
      from Net Swap Payments received under the Swap Agreement. The amount of any
      remaining Subsequent Recoveries will be applied in the same order of priority
      as
      described in the preceding sentence, up to the amount of such Realized Losses
      previously allocated to such Class of Certificates pursuant to this Section
      5.04
      and not previously reimbursed to such Class of Certificates pursuant to Section
      5.01(c) or (d) or from Net Swap Payments received under the Swap Agreement.
      Holders of such Certificates will not be entitled to any payment in respect
      of
      current interest on the amount of such increases for any Interest Accrual Period
      preceding the Distribution Date on which such increase occurs. Any such
      increases shall be applied to the Certificate Principal Balance of each
      Certificate of such Class in accordance with its respective Percentage
      Interest.

     

    
      
        
        

      

      
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    (c)
      (i) Realized
      Losses on the Mortgage Loans shall be deemed to have been allocated first,
      to
      REMIC I Regular Interest IA in an amount equal to the aggregate Realized Losses
      allocated to the Certificates other than the Class A-1 Certificates until the
      Uncertificated Balance of REMIC I Regular Interest IA has been reduced to zero
      and second, to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
      I-100-B, starting with the lowest numerical denomination until each such REMIC
      I
      Regular Interest has been reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such Realized Losses shall
      be
      allocated pro
      rata
      between
      such REMIC I Regular Interests. 

     

    (ii) All
      Realized Losses on the Mortgage Loans shall be allocated by the Securities
      Administrator on each Distribution Date to the following REMIC II Regular
      Interests as follows: to the Holders of REMIC II Regular Interest A-1, REMIC
      II
      Regular Interest A-2, REMIC II Regular Interest B-1, REMIC II Regular Interest
      B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II
      Regular Interest B-5 and REMIC II Regular Interest B-6, in an amount equal
      to
      the amount of Realized Losses allocated to the Corresponding Certificates for
      such Distribution Date.

     

    SECTION
      5.05. Compliance
      with Withholding Requirements.

     

    Notwithstanding
      any other provision of this Agreement, the Securities Administrator shall comply
      with all federal withholding requirements respecting payments to
      Certificateholders of interest or original issue discount that the Securities
      Administrator reasonably believes are applicable under the Code. The consent
      of
      Certificateholders shall not be required for such withholding. In the event
      the
      Securities Administrator does withhold any amount from interest or original
      issue discount payments or advances thereof to any Certificateholder pursuant
      to
      federal withholding requirements, the Securities Administrator shall indicate
      the amount withheld to such Certificateholders.

     

    SECTION
      5.06. Reports
      Filed with Securities and Exchange Commission.

     

    (a) (i) Within
      fifteen (15) days after each Distribution Date (subject to permitted extensions
      under the Exchange Act), the Securities Administrator shall prepare and file
      on
      behalf of the Trust any Form 10-D required by the Exchange Act, in form and
      substance as required by the Exchange Act. The Securities Administrator shall
      file each Form 10-D with a copy of the related Monthly Statement attached
      thereto. Any disclosure in addition to the Monthly Statement that is required
      to
      be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported
      by the parties set forth on Exhibit G to the Depositor and the Securities
      Administrator and directed and approved by the Depositor pursuant to the
      following paragraph, and the Securities Administrator will have no duty or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-D Disclosure, except as set forth in the next paragraph. 

     

    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit G hereto, within five (5) calendar days after the related
      Distribution Date, (A) certain parties to the MortgageIT Securities Corp.
      Mortgage Loan Trust, Series 2007-2 transaction shall be required to provide
      to
      the Securities Administrator and the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Securities Administrator and such party, the form
      and substance of any Additional Form 10-D Disclosure, if applicable, together
      with an Additional Disclosure Notification in the form of Exhibit H hereto
      (an “Additional Disclosure Notification”) and (B) the Depositor will approve, as
      to form and substance, or disapprove, as the case may be, the inclusion of
      the
      Additional Form 10-D Disclosure on Form 10-D. The Depositor will be responsible
      for any reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph. 

     

    (iii) After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two (2) Business
      Days
      after receipt of such copy, but no later than the 12th calendar day after the
      Distribution Date, the Depositor shall notify the Securities Administrator
      in
      writing (which may be furnished electronically) of any changes to or approval
      of
      such Form 10-D. In the absence of receipt of any written changes or approval
      by
      the due date specified herein, or if the Depositor does not request a copy
      of a
      Form 10-D, the Securities Administrator shall be entitled to assume that such
      Form 10-D is in final form and the Securities Administrator may proceed with
      the
      execution and filing of the Form 10-D. A duly authorized representative of
      the
      Master Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on
      time or if a previously filed Form 10-D needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(c)(ii).
      Promptly (but no later than one (1) Business Day) after filing with the
      Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      the Securities Administrator and the Master Servicer of their duties under
      this
      Section 5.06(a) related to the timely preparation, execution and filing of
      Form 10-D is contingent upon such parties strictly observing all applicable
      deadlines in the performance of their duties as set forth in this Agreement.
      Neither the Securities Administrator nor the Master Servicer shall have any
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare, execute and/or timely file such Form 10-D,
      where such failure results from the Securities Administrator’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    
      
        
        

      

      
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    (b) 
      (i) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Securities Administrator shall prepare and file on behalf of
      the
      Trust a Form 8-K, as required by the Exchange Act, provided that the Depositor
      shall file the initial Form 8-K in connection with the issuance of the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K other than the initial
      Form 8K (“Form 8-K Disclosure Information”) shall be reported by the parties set
      forth on Exhibit G to the Depositor and the Securities Administrator and
      directed and approved by the Depositor pursuant to the following paragraph,
      and
      the Securities Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Form 8-K Disclosure Information or any
      Form 8-K, except as set forth in the next paragraph. 

     

    (ii) As
      set
      forth on Exhibit G hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the close of business New York City
      time on the second Business Day after the occurrence of a Reportable Event
      (i)
      the parties to the MortgageIT Securities Corp. Mortgage Loan Trust, Series
      2007-2 transaction shall be required to provide to the Securities Administrator
      and the Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any Form
      8-K
      Disclosure Information, if applicable, together with an Additional Disclosure
      Notification, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information. The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      paragraph. 

     

    (iii) After
      preparing the Form 8-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 8-K to the Depositor. Promptly, but
      no
      later than the close of business on the third Business Day after the Reportable
      Event, the Depositor shall notify the Securities Administrator in writing (which
      may be furnished electronically) of any changes to or approval of such Form
      8-K.
      In the absence of receipt of any written changes or approval by the third
      Business Day, or if the Depositor does not request a copy of a Form 8-K, the
      Securities Administrator shall be entitled to assume that such Form 8-K is
      in
      final form and the Securities Administrator may proceed with the execution
      and
      filing of the Form 8-K. A duly authorized representative of the Master Servicer
      shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a
      previously filed Form 8-K needs to be amended, the Securities Administrator
      will
      follow the procedures set forth in Section 5.06(c)(ii). Promptly (but no
      later than 1 Business Day) after filing with the Commission, the Securities
      Administrator will, make available on its internet website a final executed
      copy
      of each Form 8-K that has been prepared and filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Securities Administrator of their duties under
      this
      Section 5.06(b) related to the timely preparation, execution and filing of
      Form 8-K is contingent upon such parties strictly observing all applicable
      deadlines in the performance of their duties under this Agreement. Neither
      the
      Master Servicer nor the Securities Administrator shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 8-K, where such
      failure results from the Securities Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, execute or arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    
      
        
        

      

      
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    (c)
       (i) On
      or
      prior to January 30th of the first year in which the Securities Administrator
      is
      able to do so under applicable law, the Securities Administrator shall prepare
      and file a Form 15 suspension notification relating to the automatic suspension
      of reporting in respect of the Trust under the Exchange Act. 

     

    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly electronically notify the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-DA and 10-KA, as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      and such amendment includes any Additional Form 10-D Disclosure (other than
      for
      the purposes of restating any Monthly Report), any Additional Form 10-K
      Disclosure or any Form 8-K Disclosure Information or any amendment to such
      disclosure, the Securities Administrator will electronically notify the
      Depositor only if the amendment pertains to an additional reporting item being
      revised and/or amended on such form, but not if an amendment is being filed
      as a
      result of a Remittance Report revision, and the Depositor will cooperate with
      the Securities Administrator in preparing any necessary 8-KA, 10-DA or 10-KA.
      Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be
      signed by a duly authorized representative or senior officer in charge of master
      servicing, as applicable, of the Master Servicer. The parties to this Agreement
      acknowledge that the performance by the Securities Administrator and the Master
      Servicer of their duties under this Section 5.06(c) related to the timely
      preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties
      under this Agreement. Neither the Master Servicer nor the Securities
      Administrator shall have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
      8-K,
      10-D or 10-K, where such failure results from the Securities Administrator’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, execute or arrange for execution or file
      such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (d)
       (i) On
      or
      prior to the 90th day after the end of each fiscal year of the Trust or such
      earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
      (it being understood that the fiscal year for the Trust ends on December 31st
      of
      each year), commencing in March 2008, the Securities Administrator shall prepare
      and file on behalf of the Trust a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, the Servicing
      Agreement and Custodial Agreement, (i) an annual compliance statement for each
      Servicer, each Additional Servicer, the Master Servicer, the Securities
      Administrator and any Servicing Function Participant engaged by such parties
      (together with the Custodian, each, a “Reporting Servicer”) as described under
      Section 3.17 and Section 4.15 and in such other agreements, (ii)(A)
      the annual reports on assessment of compliance with servicing criteria for
      each
      Reporting Servicer, as described under Section 3.18 and Section 4.16
      and in such other agreements, and (B) if each Reporting Servicer’s report on
      assessment of compliance with servicing criteria described under
      Section 3.18 and Section 4.16 identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      each
      Reporting Servicer’s report on assessment of compliance with servicing criteria
      described under Section 3.18 and Section 4.16 or the Servicing
      Agreement is not included as an exhibit to such Form 10-K, disclosure that
      such
      report is not included and an explanation why such report is not included,
      (iii)(A) the registered public accounting firm attestation report for each
      Reporting Servicer, as described under Section 3.18 and Section 4.17
      or such other agreement, and (B) if any registered public accounting firm
      attestation report described under Section 3.18 and Section 4.17 or
      the Servicing Agreement identifies any material instance of noncompliance,
      disclosure identifying such instance of noncompliance, or if any such registered
      public accounting firm attestation report is not included as an exhibit to
      such
      Form 10-K, disclosure that such report is not included and an explanation why
      such report is not included, and (iv) a Sarbanes-Oxley Certification as
      described in Section 3.19 and Section 4.18 or the Servicing Agreement
      (provided, however, that the Securities Administrator, at its discretion, may
      omit from the Form 10-K any annual compliance statement, assessment of
      compliance or attestation report that is not required to be filed with such
      Form
      10-K pursuant to Regulation AB). Any disclosure or information in addition
      to
      (i) through (iv) above that is required to be included on Form 10-K (“Additional
      Form 10-K Disclosure”) shall be reported by the parties set forth on Exhibit G
      to the Depositor and the Securities Administrator and directed and approved
      by
      the Depositor pursuant to the following paragraph, and the Securities
      Administrator will have no duty or liability for any failure hereunder to
      determine or prepare any Additional Form 10-K Disclosure, except as set forth
      in
      the next paragraph. 

     

    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit G hereto, no later than March 15 of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2008, (i)
      the
      parties to the MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-2
      transaction shall be required to provide to the Securities Administrator and
      the
      Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification, and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this paragraph.

     

    (iii) After
      preparing the Form 10-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 10-K to the Depositor. Within three
      (3) Business Days after receipt of such copy, but in no event later than March
      25th of each year that the Trust is subject to Exchange Act reporting
      requirements, the Depositor shall notify the Securities Administrator in writing
      (which may be furnished electronically) of any changes to or approval of such
      Form 10-K. In the absence of receipt of any written changes or approval by
      March
      25th, or if the Depositor does not request a copy of a Form 10-K, the Securities
      Administrator shall be entitled to assume that such Form 10-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 10-K. A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed
      on
      time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(c)(ii).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-K filed by the Securities Administrator. The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of their respective duties under
      this
      Section 5.06(d) related to the timely preparation, execution and filing of
      Form 10-K is contingent upon such parties (and any Additional Servicer or
      Servicing Function Participant) strictly observing all applicable deadlines
      in
      the performance of their duties under this Section 5.06(d),
      Section 3.17, Section 3.18, Section 3.19, Section 4.16,
      Section 4.17 and Section 4.18. Neither the Master Servicer nor the
      Securities Administrator shall have any liability for any loss, expense, damage
      or claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file such Form 10-K, where such failure results from
      the
      Securities Administrator’s inability or failure to receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-K, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    
      
        
        

      

      
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    (e) Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days.” The
      Depositor hereby represents to the Securities Administrator that the Depositor
      has filed all such required reports during the preceding 12 months and that
      it
      has been subject to such filing requirement for the past 90 days. The Depositor
      shall notify the Securities Administrator in writing, no later than the fifth
      calendar day after the related Distribution Date with respect to the filing
      of a
      report on Form 10-D and no later than March 15th
      with
      respect to the filing of a report on Form 10-K, if the answer to the question
      should be “no” as a result of filings that relate to other securitization
      transactions of the Depositor for which the Securities Administrator does not
      have the obligation to prepare and file Exchange Act reports.

     

    (f) The
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of the Master Servicer’s obligations under this
      Section 5.06 or the Master Servicer’s negligence, bad faith or willful
      misconduct in connection therewith. 

     

    (g) Notwithstanding
      the provisions of Section 12.01, this Section 5.06 may be amended
      without the consent of the Certificateholders.

     

    
      
        
        

      

      
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    SECTION
      5.07. Supplemental
      Interest Trust.

     

    (a) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Class
      A
      Certificates (the
      “Supplemental Interest Trust”). The Supplemental Interest Trust shall be an
      Eligible Account, and funds on deposit therein shall be held separate and apart
      from, and shall not be commingled with, any other moneys, including, without
      limitation, other moneys of the Trustee or of the Securities Administrator
      held
      pursuant to this Agreement.

     

    (b) On
      the
      Business Day prior to each Distribution Date, the Securities Administrator
      shall
      deposit into the Supplemental Interest Trust amounts distributable to the Swap
      Provider by the Supplemental Interest Trust pursuant to Section 5.01(c)(i),
      (c)(iii), (c)(vii), (d)(i), (d)(iii) or (d)(vii) of this Agreement and shall
      distribute such amounts on the Business Day prior to such Distribution Date
      in
      accordance with the foregoing sections.

     

    (c) On
      the
      Business Day prior to each Distribution Date, the Securities Administrator
      shall
      deposit into the Supplemental Interest Trust amounts received by it from the
      Swap Provider or pursuant to Section 5.01(c)(ii), (c)(iii), (d)(ii) or
      (d)(iii) and shall distribute from the Supplemental Interest Trust on the
      Distribution Date an amount equal to the amount of any Net Swap Payment received
      from the Swap Provider under the Class A Swap Agreement in the order of priority
      set forth in Section 5.01.

     

    (d) The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class A-2 Certificates shall be the beneficial owner of
      the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the majority of the Class A-2 Certificateholders, invest
      amounts on deposit in the Supplemental Interest Trust in Permitted Investments.
      In the absence of written direction to the Securities Administrator from the
      majority of the Class A-2 Certificateholders, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the Class
      A-2 Certificates.

     

    (e) For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 5.01(c)(i), (c)(vii), (d)(i) or
      (d)(vii) shall first be deemed paid to the Supplemental Interest Trust in
      respect of the Class IO Interest to the extent of the amount distributable
      on
      such Class IO Interest on such Distribution Date, and any remaining amount
      shall
      be deemed paid to the Supplemental Interest Trust in respect of a Class IO
      Distribution Amount. It is the intention of the parties hereto that, for federal
      and state income and state and local franchise tax purposes, the Supplemental
      Interest Trust be disregarded as an entity separate from the Holder of the
      Class
      A-2 Certificates unless and until the date when either (a) there is more than
      one Class A-2 Certificateholder or (b) any Class of Certificates in addition
      to
      the Class A-2 Certificates is recharacterized as an equity interest in the
      Supplemental Interest Trust for federal income tax purposes, in which case
      it is
      the intention of the parties hereto that, for federal and state income and
      state
      and local franchise tax purposes, the Supplemental Interest Trust be treated
      as
      a partnership. The Securities Administrator shall not be required to prepare
      and
      file partnership tax returns in respect of such partnership unless it receives
      additional reasonable compensation (not to exceed $10,000 per year) for the
      preparation of such filings, written notification recognizing the creation
      of a
      partnership agreement or comparable documentation evidencing the
      partnership.

     

    
      
        
        

      

      
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    (f) The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Residual Certificates) as having entered into a notional principal contract
      with
      respect to the Holders of the Class A-2 Certificates. Pursuant to each such
      notional principal contract, all Holders of Certificates (other than the
      Residual Certificates) shall be treated as having agreed to pay, on each
      Distribution Date, to the Holder of the Class A-2 Certificates an aggregate
      amount equal to the excess, if any, of (i) the amount payable on such
      Distribution Date on the REMIC III Regular Interest ownership of which is
      represented by such Class of Certificates over (ii) the amount payable on such
      Class of Certificates on such Distribution Date (such excess, a “Class IO
      Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based on the
      amount of interest otherwise payable to such Certificates, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of such Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the Holder of the Class A-2 Certificates shall be treated
      as
      having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Class
      A-1 Certificates in accordance with the terms of this Agreement. Any payments
      to
      such Class A-1 Certificates from amounts deemed received in respect of this
      notional principal contract shall not be payments with respect to a Regular
      Interest in a REMIC within the meaning of Code Section 860G(a)(1). However,
      any payment from the Certificates (other than the Residual Certificates) of
      a
      Class IO Distribution Amount shall be treated for tax purposes as having been
      received by the Holders of such Certificates in respect of the REMIC III Regular
      Interest ownership of which is represented by such Certificates, and as having
      been paid by such Holders to the Supplemental Interest Trust pursuant to the
      notional principal contract. Thus, each Certificate (other than the Residual
      Certificates) shall be treated as representing not only ownership of a Regular
      Interest in REMIC III, but also ownership of an interest in, and obligations
      with respect to, a notional principal contract. 

     

    (g) For
      federal tax return and information reporting, the right of the holders of Class
      A Certificates to receive payments from the Supplemental Interest Trust in
      respect of any Net WAC Rate Carryover Amount shall be assigned a value of
      $4,045,000.

     

    (h) Upon
      a
      Swap Early Termination, the Securities Administrator on behalf of the
      Supplemental Interest Trust, at the direction of the Depositor, will use
      reasonable efforts to appoint a successor swap provider to enter into a new
      interest rate swap agreement on terms substantially similar to the Class A
      Swap
      Agreement, with a successor swap provider meeting all applicable eligibility
      requirements. If the Securities Administrator receives a Swap Termination
      Payment from the Swap Provider in connection with such Swap Early Termination,
      the Securities Administrator will apply such Swap Termination Payment to any
      upfront payment required to appoint the successor swap provider. If the
      Securities Administrator is required to pay a Swap Termination Payment to the
      Swap Provider in connection with such Swap Early Termination, the Securities
      Administrator will apply any upfront payment received from the successor swap
      provider to pay such Swap Termination Payment. 

     

    
      
        
        

      

      
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    If
      the
      Securities Administrator is unable to appoint a successor swap provider within
      thirty (30) days of the Swap Early Termination, then the Securities
      Administrator will deposit any Swap Termination Payment received from the
      original Swap Provider into a separate, non-interest bearing reserve account
      and
      will, on each subsequent Distribution Date, withdraw from the amount then
      remaining on deposit in such reserve account an amount equal to the Net Swap
      Payment, if any, that would have been paid to the Securities Administrator
      by
      the original Swap Provider calculated in accordance with the terms of the
      original Class A Swap Agreement, and distribute such amount in accordance with
      the terms of this Agreement.

     

    (i) In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      Class A Swap Agreement (including, without limitation, its obligation to make
      any payment or transfer collateral), or breaches any of its representations
      and
      warranties thereunder, or in the event that an Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Class A Swap
      Agreement) occurs with respect to the Class A Swap Agreement, the Securities
      Administrator on behalf of the Supplemental Interest Trust Trustee shall
      immediately, but no later than the next Business Day following such failure
      or
      breach, notify the Depositor and send any notices and make any demands, on
      behalf of the Supplemental Interest Trust, required to enforce the rights of
      the
      Supplemental Interest Trust under the Swap Agreement.

     

    (j) In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Class A Swap Agreement (such guaranty the “Guaranty”
and such third party the “Guarantor”), then to the extent that the Swap Provider
      fails to make any payment by the close of business on the day it is required
      to
      make payment under the terms of the Class A Swap Agreement, the Securities
      Administrator on behalf of the Supplemental Interest Trust Trustee shall, as
      soon as practicable, but no later than two (2) business days after the Swap
      Provider’s failure to pay, demand that the Guarantor make any and all payments
      then required to be made by the Guarantor pursuant to such Guaranty; provided,
      that the Securities Administrator shall in no event be liable for any failure
      or
      delay in the performance by the Swap Provider or any Guarantor of its
      obligations hereunder or pursuant to the Class A Swap Agreement and the
      Guaranty, nor for any special, indirect or consequential loss or damage of
      any
      kind whatsoever (including but not limited to lost profits) in connection
      therewith.

     

    SECTION
      5.08. Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Certificate (other than the
      Residual Certificate) is deemed to own an undivided beneficial ownership
      interest in a REMIC regular interest and an obligation to make payments to
      the
      Supplemental Interest Trust. In addition, (i) each holder of a Class A-1
      Certificate has the right to receive payments in respect of Net WAC Rate
      Carryover Amounts and (ii) each holder of a Class A-2 Certificate is deemed
      to
      (a) own the Supplemental Interest Trust and (c) have written one or more
      notional principal contracts. For federal income tax purposes, the Securities
      Administrator will account for payments to each Class A Certificate as follow:
      each Class A Certificate will be treated as receiving its entire payment from
      REMIC III (regardless of any Swap Termination Payment or obligation under the
      Swap Agreement) and subsequently paying its portion of any Swap Termination
      Payment in respect of each such Class’s obligation under the Swap Agreement. In
      the event that any such Class is resecuritized in a REMIC, the obligation under
      the Class A Swap Agreement to pay any such Swap Termination Payment (or any
      shortfall in Net Swap Payment), will be made by one or more of the REMIC Regular
      Interests issued by the resecuritization REMIC subsequent to such REMIC Regular
      Interest receiving its full payment from any such Publicly Offered Certificate.
      

     

    
      
        
        

      

      
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    The
      REMIC
      Regular Interest corresponding to a Class A Certificate will be entitled to
      receive interest and principal payments at the times and in the amounts equal
      to
      those made on the certificate to which it corresponds, except that (i) any
      Swap
      Termination Payment will be treated as being payable from amounts otherwise
      payable to the Class A-2 Certificates and (ii) all amounts otherwise
      distributable in respect of principal and interest of a Class A Certificate
      which were remitted to the Swap Provider and, in the Case of the Class A-2
      Certificates, to the Class A-1 Certificates in respect of Net WAC Rate Carryover
      Amounts as described in Section 5.01 shall be treated as first having been
      distributed on the REMIC Regular Interest in REMIC III and then remitted to
      either the Swap Provider or the Class A-1 Certificates in respect of Net WAC
      Rate Carryover Amounts. 

     

    As
      a
      result of the foregoing, the amount of distributions and taxable income on
      the
      REMIC Regular Interest corresponding to a Certificate (other than the Residual
      Certificate) may exceed the actual amount of distributions on such
      Certificate.

     

    SECTION
      5.09. Swap
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Class A Swap Credit Support Annex (the “Swap
      Custodian”). 

     

    On
      or
      before the Closing Date, the Swap Custodian shall establish a Swap Collateral
      Account. The Swap Collateral Account shall be held in the name of the Swap
      Custodian in trust for the benefit of the Class
      A
      Certificates. The Swap Collateral Account shall be an Eligible Account and
      shall
      be entitled “Swap Collateral Account, Wells Fargo Bank, National Association for
      the benefit of holders of MortgageIT Securities Corp. Mortgage Loan Trust,
      Series 2007-2, Mortgage Pass-Through Certificates.” 

     

    The
      Swap
      Custodian shall credit to the Swap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Swap Provider to secure the
      obligations of the Swap Provider in accordance with the terms of the Class
      A
      Swap Agreement. Except for investment earnings, the Swap Provider shall not
      have
      any legal, equitable or beneficial interest in the Swap Collateral Account
      other
      than in accordance with the Class A Swap Agreement and applicable law. The
      Swap
      Custodian shall maintain and apply all collateral and earnings thereon on
      deposit in the Swap Collateral Account in accordance with Class A Swap Credit
      Support Annex.

     

    Cash
      collateral posted by the Swap Provider in accordance with the Class A Swap
      Credit Support Annex shall be invested at the direction of the Swap Provider
      in
      Permitted Investments in accordance with the requirements of the Class A Swap
      Credit Support Annex. If no investment direction is provided, such amounts
      shall
      remain uninvested. All amounts earned on amounts on deposit in the Swap
      Collateral Account (whether cash collateral or securities) shall be for the
      account of and taxable to the Swap Provider. 

     

    
      
        
        

      

      
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    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Swap Agreement) with respect to the Swap Provider or upon occurrence or
      designation of an Early Termination Date (as defined in the Class A Swap
      Agreement) as a result of any such Event of Default or Specified Condition
      with
      respect to the Swap Provider, and, in either such case, unless the Swap Provider
      has paid in full all of its Obligations (as defined in the Swap Credit Support
      Annex) that are then due, then any collateral posted by the Swap Provider in
      accordance with the Class A Swap Credit Support Annex shall be applied to the
      payment of any Obligations due to Party B (as defined in the Swap Agreement)
      in
      accordance with the Swap Credit Support Annex. To the extent the Swap Custodian
      is required to return any of the Posted Collateral to the Swap Provider under
      the terms of the Class A Swap Credit Support Annex, the Swap Provider shall
      return such collateral in accordance with the terms of the Class A Swap Credit
      Support Annex. 

     

    
      
        
        

      

      
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    ARTICLE
      VI


    THE
      CERTIFICATES

     

    SECTION
      6.01. The
      Certificates.

     

    (a) The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in REMIC I, REMIC
      II and REMIC III.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-3. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust by the Securities Administrator
      by an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificates. No Certificate shall be entitled to any benefit under this
      Agreement or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided herein
      executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    (b) The
      Class
      A Certificates and the Subordinate Certificates shall initially be issued as
      one
      or more Certificates held by the Book-Entry Custodian or, if appointed to hold
      such Certificates as provided below, the Depository and registered in the name
      of the Depository or its nominee and, except as provided below, registration
      of
      such Certificates may not be transferred by the Securities Administrator except
      to another Depository that agrees to hold such Certificates for the respective
      Certificate Owners with Ownership Interests therein. The Certificate Owners
      shall hold their respective Ownership Interests in and to such Certificates
      through the book-entry facilities of the Depository and, except as provided
      below, shall not be entitled to definitive, fully registered Certificates
      (“Definitive Certificates”) in respect of such Ownership Interests. All
      transfers by Certificate Owners of their respective Ownership Interests in
      the
      Book-Entry Certificates shall be made in accordance with the procedures
      established by the Depository Participant or brokerage firm representing such
      Certificate Owner. Each Depository Participant shall only transfer the Ownership
      Interests in the Book-Entry Certificates of Certificate Owners it represents
      or
      of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures. The Securities Administrator is hereby initially
      appointed as the Book-Entry Custodian and hereby agrees to act as such in
      accordance herewith and in accordance with the agreement that it has with the
      Depository authorizing it to act as such. The Book-Entry Custodian may, and,
      if
      it is no longer qualified to act as such, the Book-Entry Custodian shall,
      appoint, by a written instrument delivered to the Depositor, the Servicers
      and,
      if the Trustee is not the Book-Entry Custodian, the Trustee, any other transfer
      agent (including the Depository or any successor Depository) to act as
      Book-Entry Custodian under such conditions as the predecessor Book-Entry
      Custodian and the Depository or any successor Depository may prescribe, provided
      that the predecessor Book-Entry Custodian shall not be relieved of any of its
      duties or responsibilities by reason of any such appointment of other than
      the
      Depository. If the Securities Administrator resigns or is removed in accordance
      with the terms hereof, the successor Securities Administrator or, if it so
      elects, the Depository shall immediately succeed to its predecessor’s duties as
      Book-Entry Custodian. The Depositor shall have the right to inspect, and to
      obtain copies of, any Certificates held as Book-Entry Certificates by the
      Book-Entry Custodian.

     

    
      
        
        

      

      
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    (c) The
      Trustee, the Servicers, the Securities Administrator, the Master Servicer and
      the Depositor may for all purposes (including the making of payments due on
      the
      Book-Entry Certificates and Global Certificates) deal with the Depository as
      the
      authorized representative of the Certificate Owners with respect to the
      Book-Entry Certificates and Global Certificates for the purposes of exercising
      the rights of Certificateholders hereunder. The rights of Certificate Owners
      with respect to the Book-Entry Certificates and Global Certificates shall be
      limited to those established by law and agreements between such Certificate
      Owners and the Depository Participants and brokerage firms representing such
      Certificate Owners. Multiple requests and directions from, and votes of, the
      Depository as Holder of the Book-Entry Certificates and Global Certificates
      with
      respect to any particular matter shall not be deemed inconsistent if they are
      made with respect to different Certificate Owners. The Securities Administrator
      may establish a reasonable record date in connection with solicitations of
      consents from or voting by Certificateholders and shall give notice to the
      Depository of such record date.

     

    If
      (i)(A)
      the Depositor advises the Securities Administrator in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (B) the Depositor is unable to locate a
      qualified successor, (ii) the Depositor at its option advises the Securities
      Administrator in writing that it elects to terminate the book-entry system
      through the Depository or (iii) after the occurrence of a Servicer Event of
      Default, Certificate Owners representing in the aggregate not less than 51%
      of
      the Ownership Interests of the Book-Entry Certificates advise the Securities
      Administrator through the Depository, in writing, that the continuation of
      a
      book-entry system through the Depository is no longer in the best interests
      of
      the Certificate Owners, the Securities Administrator shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. With respect to a Global Certificate, the related
      Certificate Owner may request that its interest in a Global Certificate be
      exchanged for a Definitive Certificate. Upon surrender to the Securities
      Administrator of the Book-Entry Certificates by the Book-Entry Custodian or
      the
      Depository, as applicable, or the Global Certificates by the Depository
      accompanied by registration instructions from the Depository for registration
      of
      transfer, the Securities Administrator shall cause the Definitive Certificates
      to be issued. Such Definitive Certificates will be issued in minimum
      denominations of $10,000 except that any beneficial ownership that was
      represented by a Book-Entry Certificate, or a Global Certificate, as applicable
      in an amount less than $10,000 immediately prior to the issuance of a Definitive
      Certificate shall be issued in a minimum denomination equal to the amount
      represented by such Book-Entry Certificate or a Global Certificate, as
      applicable. None of the Depositor, the Servicer, the Master Servicer, the
      Securities Administrator or the Trustee shall be liable for any delay in the
      delivery of such instructions and may conclusively rely on, and shall be
      protected in relying on, such instructions. Upon the issuance of Definitive
      Certificates all references herein to obligations imposed upon or to be
      performed by the Depository shall be deemed to be imposed upon and performed
      by
      the Securities Administrator, to the extent applicable with respect to such
      Definitive Certificates, and the Securities Administrator shall recognize the
      Holders of the Definitive Certificates as Certificateholders
      hereunder.

     

    
      
        
        

      

      
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    SECTION
      6.02. Registration
      of Transfer and Exchange of Certificates.

     

    (a) The
      Securities Administrator shall cause to be kept at one of the offices or
      agencies to be appointed by the Securities Administrator in accordance with
      the
      provisions of Section 9.11 of this Agreement, a Certificate Register for
      the Certificates in which, subject to such reasonable regulations as it may
      prescribe, the Securities Administrator shall provide for the registration
      of
      Certificates and of transfers and exchanges of Certificates as herein
      provided.

     

    (b) No
      transfer of any Residual Certificate shall be made unless that transfer is
      made
      pursuant to an effective registration statement under the Securities Act, and
      effective registration or qualification under applicable state securities laws,
      or is made in a transaction that does not require such registration or
      qualification. 

     

    In
      the
      event that such a transfer of a Residual Certificate is to be made without
      registration or qualification (other than in connection with the initial
      transfer of any such Certificate by the Depositor), the Securities Administrator
      shall require receipt of: (i) if such transfer is purportedly being made in
      reliance upon Rule 144A under the Securities Act, written certifications from
      the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-1; (ii) if such transfer is purportedly being made in
      reliance upon Rule 501(a) under the Securities Act, written certifications
      from
      the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-3, and (iv) in all other cases, an Opinion of Counsel
      satisfactory to the Securities Administrator that such transfer may be made
      without such registration or qualification (which Opinion of Counsel shall
      not
      be an expense of the Trust Fund or of the Depositor, the Trustee, the Master
      Servicer, the Securities Administrator or the Servicers), together with copies
      of the written certification(s) of the Certificateholder desiring to effect
      the
      transfer and/or such Certificateholder’s prospective transferee upon which such
      Opinion of Counsel is based, if any. 

     

    Neither
      of the Depositor nor the Securities Administrator is obligated to register
      or
      qualify any such Certificates under the Securities Act or any other securities
      laws or to take any action not otherwise required under this Agreement to permit
      the transfer of such Certificates without registration or qualification. Any
      Certificateholder desiring to effect the transfer of any such Certificate shall,
      and does hereby agree to, indemnify the Trustee, the Depositor, the Master
      Servicer, the Securities Administrator and the Servicers against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    (c) No
      transfer of a Residual Certificate or any interest therein shall be made to
      any
      Plan, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person acquiring such Certificates with “Plan Assets” of a Plan within the
      meaning of the Department of Labor regulation promulgated at 29 C.F.R. §
2510.3-101 as modified by Section 3(42) of ERISA (“Plan Assets”) unless the
      Securities Administrator is provided with an Opinion of Counsel on which the
      Depositor, the Master Servicer, the Securities Administrator, the Trustee and
      the Servicers may rely, which establishes to the satisfaction of the Securities
      Administrator that the purchase of such Certificates is permissible under
      applicable law, will not constitute or result in any prohibited transaction
      under ERISA or Section 4975 of the Code and will not subject the Depositor,
      the Servicers, the Trustee, the Master Servicer, the Securities Administrator
      or
      the Trust Fund to any obligation or liability (including obligations or
      liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in this Agreement, which Opinion of Counsel shall not be an expense
      of the Depositor, any Servicer, the Trustee, the Master Servicer, the Securities
      Administrator, the Trust Fund. An Opinion of Counsel will not be required in
      connection with the initial transfer of any such Certificate by the Depositor
      to
      an affiliate of the Depositor (in which case, the Depositor or any affiliate
      thereof shall have deemed to have represented that such affiliate is not a
      Plan
      or a Person investing Plan Assets) and the Securities Administrator shall be
      entitled to conclusively rely upon a representation (which, upon the request
      of
      the Securities Administrator, shall be a written representation) from the
      Depositor of the status of such transferee as an affiliate of the
      Depositor.

     

    
      
        
        

      

      
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    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of an Publicly Offered Certificate,
      Privately Offered Certificate or
      any
      interest therein shall be deemed to have represented, by virtue of its
      acquisition or holding of the Publicly Offered Certificate, Privately Offered
      Certificate or interest therein, that either (i) it is not a Plan or (ii)(A)
      it
      is an accredited investor within the meaning of Prohibited Transaction Exemption
      2007-05, as amended from time to time (the “Exemption”), and (B) the acquisition
      and holding of such Certificate and the separate right to receive payments
      from
      the Supplemental Interest Trust are eligible for the exemptive relief available
      under Prohibited Transaction Class Exemption (“PTCE”) 95-60 or, except in the
      case of a Privately Offered Certificate, PTCE 84-14, 91-38, 90-1 or
      96-23.

     

    Each
      Transferee of a Subordinate Certificate or any interest therein that is acquired
      after the termination of the Supplemental Interest Trust will be deemed to
      have
      represented by virtue of its purchase or holding of such Certificate (or
      interest therein) that either (a) such Transferee is not a Plan or purchasing
      such Certificate with Plan Assets, (b) for aPublicly Offered Subordinate
      Certificate, it has acquired and is holding such Certificate in reliance on
      the
      Exemption and that it understands that there are certain conditions to the
      availability of the Exemption including that such Certificate must be rated,
      at
      the time of purchase, not lower than “BBB-” (or its equivalent) by a one or more
      of Moody’s, S&P, Fitch Ratings, Dominion Bond Rating Service Limited (known
      as DBRS Limited) or DBRS, Inc or (c) the following conditions are satisfied:
      (i)
      such Transferee is an insurance company, (ii) the source of funds used to
      purchase or hold such Certificate (or interest therein) is an “insurance company
      general account” (as defined in PTCE 95-60, and (iii) the conditions set forth
      in Sections I and III of PTCE 95-60 have been satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      conditions described in this Section 6.02(c), the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate,
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any certificate
      or
      interest therein was effected in violation of the conditions described in this
      Section 6.02(c) shall indemnify and hold harmless the Depositor, the
      Trustee, the Servicers, the Master Servicer, the Securities Administrator and
      the Trust Fund from and against any and all liabilities, claims, costs or
      expenses incurred by those parties as a result of that acquisition or
      holding.

     

    
      
        
        

      

      
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    (d)
      (is)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      authorized the Securities Administrator or its designee under clause (iii)(A)
      below to deliver payments to a Person other than such Person and to negotiate
      the terms of any mandatory sale under clause (iii)(B) below and to execute
      all
      instruments of Transfer and to do all other things necessary in connection
      with
      any such sale. The rights of each Person acquiring any Ownership Interest in
      a
      Residual Certificate are expressly subject to the following
      provisions:

     

    (A) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (B) In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit B-3) from the proposed Transferee, in form
      and
      substance satisfactory to the Securities Administrator, representing and
      warranting, among other things, that such Transferee is a Permitted Transferee,
      that it is not acquiring its Ownership Interest in the Residual Certificate
      that
      is the subject of the proposed Transfer as a nominee, trustee or agent for
      any
      Person that is not a Permitted Transferee, that for so long as it retains its
      Ownership Interest in a Residual Certificate, it will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this
      Section 6.02(d) and agrees to be bound by them.

     

    (C) Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit B-3)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    
      
        
        

      

      
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    (E) Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary Treasury regulation
      Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
      Interest in a Residual Certificate, if it is, or is holding an Ownership
      Interest in a Residual Certificate on behalf of, a “pass-through interest
      holder.”

     

    (ii) The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii) (A)
      If
      any purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(d), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(d)
      or for making any payments due on such Certificate to the holder thereof or
      for
      taking any other action with respect to such holder under the provisions of
      this
      Agreement.

     

    (B) If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(d) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    
      
        
        

      

      
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    (iv) The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    (v) The
      provisions of this Section 6.02(d) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A) written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B) an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust REMIC, as the case may be,
      to be
      subject to an entity-level tax caused by the Transfer of any Residual
      Certificate to a Person that is not a Permitted Transferee or a Person other
      than the prospective transferee to be subject to a REMIC-tax caused by the
      Transfer of a Residual Certificate to a Person that is not a Permitted
      Transferee.

     

    (e) Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11 of this Agreement, the Securities
      Administrator shall execute, authenticate and deliver, in the name of the
      designated Transferee or Transferees, one or more new Certificates of the same
      Class of a like aggregate Percentage Interest.

     

    (f) At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11 of this Agreement. Whenever any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate and deliver, the Certificates which the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for transfer or exchange shall (if so required by the Securities
      Administrator) be duly endorsed by, or be accompanied by a written instrument
      of
      transfer in the form satisfactory to the Securities Administrator duly executed
      by, the Holder thereof or his attorney duly authorized in writing. In addition,
      with respect to each Class R Certificate, the holder thereof may exchange,
      in
      the manner described above, such Class R Certificate for three separate
      certificates, each representing such holder's respective Percentage Interest
      in
      the Class R-I Interest, the Class R-II Interest and the Class R-III Interest,
      respectively, in each case that was evidenced by the Class R Certificate being
      exchanged.

     

    
      
        
        

      

      
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    (g) [Reserved].

     

    (h) No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator may require payment
      of a sum sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of Certificates.

     

    (i) All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    SECTION
      6.03. Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof,
      and
      (ii) there is delivered to the Securities Administrator such security or
      indemnity as may be required by it to save it harmless, then, in the absence
      of
      actual knowledge by the Securities Administrator that such Certificate has
      been
      acquired by a protected purchaser, the Securities Administrator, shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of the same Class
      and
      of like denomination and Percentage Interest. Upon the issuance of any new
      Certificate under this Section, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section shall constitute
      complete and indefeasible evidence of ownership in the applicable REMIC created
      hereunder, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    SECTION
      6.04. Persons
      Deemed Owners.

     

    The
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      any Certificate is registered as the owner of such Certificate for the purpose
      of receiving distributions pursuant to Section 5.01 and for all other
      purposes whatsoever, and none of the Depositor, the Servicers, the Trustee,
      the
      Master Servicer, the Securities Administrator or any agent of any of them shall
      be affected by notice to the contrary.

     

    
      
        
        

      

      
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    SECTION
      6.05. Certain
      Available Information.

     

    On
      or
      prior to the date of the first sale of any Residual Certificate to an
      Independent third party, the Depositor shall provide to the Securities
      Administrator ten copies of any private placement memorandum or other disclosure
      document used by the Depositor in connection with the offer and sale of such
      Certificate. In addition, if any such private placement memorandum or disclosure
      document is revised, amended or supplemented at any time following the delivery
      thereof to the Securities Administrator, the Depositor promptly shall inform
      the
      Securities Administrator of such event and shall deliver to the Securities
      Administrator ten copies of the private placement memorandum or disclosure
      document, as revised, amended or supplemented. The Securities Administrator
      shall maintain at its office as set forth in Section 12.05 hereof and shall
      make available free of charge during normal business hours for review by any
      Holder of a Certificate or any Person identified to the Securities Administrator
      as a prospective transferee of a Certificate, originals or copies of the
      following items: (i) in the case of a Holder or prospective transferee of a
      Residual Certificate, the related private placement memorandum or other
      disclosure document relating to such Class of Certificates, in the form most
      recently provided to the Securities Administrator; and (ii) in all cases, (A)
      this Agreement and any amendments hereof entered into pursuant to
      Section 12.01 of this Agreement, (B) all monthly statements required to be
      delivered to Certificateholders of the relevant Class pursuant to
      Section 5.02 of this Agreement since the Closing Date, and all other
      notices, reports, statements and written communications delivered to the
      Certificateholders of the relevant Class pursuant to this Agreement since the
      Closing Date and (C) any copies of all Officers’ Certificates of a Servicer
      since the Closing Date delivered to the Master Servicer to evidence such
      Person’s determination that any P&I Advance or Servicing Advance was, or if
      made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing
      Advance. Copies and mailing of any and all of the foregoing items will be
      available from the Securities Administrator upon request at the expense of
      the
      Person requesting the same.

     

    
      
        
        

      

      
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    ARTICLE
      VII


    THE
      DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

     

    SECTION
      7.01. Liability
      of the Depositor, the Servicer and the Master Servicer.

     

    The
      Depositor, the Servicer and the Master Servicer each shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      by this Agreement upon them in their respective capacities as Depositor, the
      Servicer and Master Servicer and undertaken hereunder by the Depositor, the
      Servicer and the Master Servicer herein. References to the Servicer in this
      Article VII (other than with respect to Sections 7.08, 7.09, 7.10 and 7.11)
      shall be deemed to refer to Wells Fargo.

     

    SECTION
      7.02. Merger
      or
      Consolidation of the Depositor, the Servicer or the Master Servicer. 

     

    Subject
      to the following paragraph, the Depositor will keep in full effect its
      existence, rights and franchises as a corporation under the laws of the
      jurisdiction of its incorporation. Subject to the following paragraph, the
      Servicer will keep in full effect its existence, rights and franchises as a
      national banking association. Subject to the following paragraph, the Master
      Servicer will keep in full effect its existence, rights and franchises as a
      national banking association. The Depositor, the Servicer and the Master
      Servicer each will obtain and preserve its qualification to do business as
      a
      foreign entity in each jurisdiction in which such qualification is or shall
      be
      necessary to protect the validity and enforceability of this Agreement, the
      Certificates or any of the Mortgage Loans and to perform its respective duties
      under this Agreement.

     

    The
      Depositor, the Servicer or the Master Servicer may be merged or consolidated
      with or into any Person, or transfer all or substantially all of its assets
      to
      any Person, in which case any Person resulting from any merger or consolidation
      to which the Depositor, the Servicer or the Master Servicer shall be a party,
      or
      any Person succeeding to the business of the Depositor, the Servicer or the
      Master Servicer, shall be the successor of the Depositor, the Servicer or the
      Master Servicer, as the case may be, 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; provided, however, that any
      successor to the Servicer or the Master Servicer shall meet the eligibility
      requirements set forth in clauses (i) and (iii) of the last paragraph of
      Section 8.02(a) or Section 7.06 of this Agreement.

     

    SECTION
      7.03. Limitation
      on Liability of the Depositor, the Servicer, the Master Servicer and
      Others.

     

    None
      of
      the Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or any of the directors, officers, employees or agents of the Depositor, the
      Servicer or the Master Servicer shall be under any liability to the Trust Fund
      or the Certificateholders for any action taken or for refraining from the taking
      of any action in good faith pursuant to this Agreement or for errors in
      judgment; provided, however, that this provision shall not protect the
      Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or
      any such person against any breach of warranties, representations or covenants
      made herein or against any specific liability imposed on any such Person
      pursuant hereto or against any liability which would otherwise be imposed by
      reason of willful misfeasance, bad faith or gross negligence in the performance
      of duties or by reason of reckless disregard of obligations and duties
      hereunder. The Depositor, the Servicer, the Securities Administrator, the Master
      Servicer and any director, officer, employee or agent of the Depositor, the
      Servicer, the Securities Administrator and the Master Servicer may rely in
      good
      faith on any document of any kind which, prima facie, is properly executed
      and
      submitted by any Person respecting any matters arising hereunder. The Depositor,
      the Servicer, the Securities Administrator, the Master Servicer and any
      director, officer, employee or agent of the Depositor, the Servicer, the
      Securities Administrator or the Master Servicer shall be indemnified and held
      harmless by the Trust Fund against any loss, liability or expense incurred
      in
      connection with any legal action relating to this Agreement, the Servicing
      Agreement, the Certificates or any Credit Risk Management Agreement or any
      loss,
      liability or expense incurred other than by reason of willful misfeasance,
      bad
      faith or gross negligence in the performance of duties hereunder or by reason
      of
      reckless disregard of obligations and duties hereunder. None of the Depositor,
      the Servicer, the Securities Administrator or the Master Servicer shall be
      under
      any obligation to appear in, prosecute or defend any legal action unless such
      action is related to its respective duties under this Agreement and, in its
      opinion, does not involve it in any expense or liability; provided, however,
      that each of the Depositor, the Servicer, the Securities Administrator and
      the
      Master Servicer may in its discretion undertake any such action which it may
      deem necessary or desirable with respect to this Agreement and the rights and
      duties of the parties hereto and the interests of the Certificateholders
      hereunder. In such event, the legal expenses and costs of such action and any
      liability resulting therefrom (except any loss, liability or expense incurred
      by
      reason of willful misfeasance, bad faith or gross negligence in the performance
      of duties hereunder or by reason of reckless disregard of obligations and duties
      hereunder) shall be expenses, costs and liabilities of the Trust Fund, and
      the
      Depositor, the Servicer, the Securities Administrator and the Master Servicer
      shall be entitled to be reimbursed therefor from the Collection Account or
      the
      Distribution Account as and to the extent provided in Article III and Article
      IV
      of this Agreement, any such right of reimbursement being prior to the rights
      of
      the Certificateholders to receive any amount in the Collection Account and
      the
      Distribution Account.

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained herein, the Servicer shall not be liable
      for
      any actions or inactions prior to the Cut-off Date of any prior servicer of
      the
      Mortgage Loans and the Master Servicer shall not be liable for any action or
      inaction of the Servicers, except to the extent expressly provided herein,
      or
      the Credit Risk Management Agreements.

     

    SECTION
      7.04. Limitation
      on Resignation of the Servicer.

     

    (a) Except
      as
      expressly provided herein, the Servicer shall neither assign all or
      substantially all of its rights under this Agreement or the servicing hereunder
      nor delegate all or substantially all of its duties hereunder nor sell or
      otherwise dispose of all or substantially all of its property or assets without,
      in each case, the prior written consent of the Master Servicer, which consent
      shall not be unreasonably withheld; provided, that in each case, there must
      be
      delivered to the Trustee and the Master Servicer a letter from each Rating
      Agency to the effect that such transfer of servicing or sale or disposition
      of
      assets will not result in a qualification, withdrawal or downgrade of the
      then-current rating of any of the Certificates. Notwithstanding the foregoing,
      the Servicer, without the consent of the Trustee or the Master Servicer, may
      retain third-party contractors to perform certain servicing and loan
      administration functions, including without limitation hazard insurance
      administration, tax payment and administration, flood certification and
      administration, collection services and similar functions, provided, however,
      that the retention of such contractors by the Servicer shall not limit the
      obligation of the Servicer to service the related Mortgage Loans pursuant to
      the
      terms and conditions of this Agreement. The Servicer shall not resign from
      the
      obligations and duties hereby imposed on it except (i) upon determination that
      its duties hereunder are no longer permissible under applicable law, or (ii)
      upon the Servicer’s written proposal of a successor servicer reasonably
      acceptable to each of the Sponsor, the Depositor and the Master Servicer. No
      such resignation under clause (i) above shall become effective unless evidenced
      by an Opinion of Counsel to such effect obtained at the expense of the Servicer
      and delivered to the Trustee and the Rating Agencies. No such resignation of
      the
      Servicer under clause (ii) shall be effective unless:

     

    (i) the
      proposed successor servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed successor
      servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by
      Moody’s;

     

    
      
        
        

      

      
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    (ii) the
      Rating Agencies have confirmed to the Trustee that the appointment of the
      proposed successor servicer as the servicer under this Agreement will not result
      in the reduction or withdrawal of the then current ratings of any of the
      Certificates; and

     

    (iii) the
      proposed successor servicer has a net worth of at least
      $25,000,000.

     

    Notwithstanding
      anything to the contrary, no resignation of the Servicer shall become effective
      until the Master Servicer or a successor servicer shall have assumed the
      Servicer’s responsibilities, duties, liabilities (other than those liabilities
      arising prior to the appointment of such successor) and obligations under this
      Agreement. In addition, the Sponsor shall
      promptly inform the Credit Risk Manager of the Servicer’s resignation under this
      Section 7.04.

     

    (b) Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, that as provided in Section 3.02 of
      this Agreement, no Sub-Servicer shall be a third-party beneficiary hereunder
      and
      the parties hereto shall not be required to recognize any Sub-Servicer as an
      indemnitee under this Agreement.

     

    
      
        
        

      

      
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    SECTION
      7.05. Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.06 of
      this Agreement shall have assumed the Master Servicer’s responsibilities,
      duties, liabilities (other than those liabilities arising prior to the
      appointment of such successor) and obligations under this
      Agreement.

     

    SECTION
      7.06. Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accept in writing such assignment
      and delegation and assume the obligations of the Master Servicer hereunder
      (a)
      shall have a net worth of not less than $25,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, 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 it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee an Officer’s Certificate and an Opinion of Independent counsel, each
      stating that all conditions precedent to such action under this Agreement have
      been completed and such action is permitted by and complies with the terms
      of
      this Agreement. No such assignment or delegation shall affect any liability
      of
      the Master Servicer arising out of acts or omissions prior to the effective
      date
      thereof.

     

    SECTION
      7.07. Rights
      of
      the Depositor in Respect of the Servicer and the Master Servicer.

     

    Each
      of
      the Master Servicer and the Servicer shall afford (and any Sub-Servicing or
      Sub-Contracting Agreement shall provide that each Sub-Servicer or Subcontractor,
      as applicable, shall afford) the Depositor and the Trustee, upon reasonable
      notice, during normal business hours, access to all records maintained by the
      Master Servicer or the Servicer (and any such Sub-Servicer or Subcontractor,
      as
      applicable) in respect of the Servicer’s rights and obligations hereunder and
      access to officers of the Master Servicer or the Servicer (and those of any
      such
      Sub-Servicer or Subcontractor, as applicable) responsible for such obligations,
      and the Master Servicer shall have access to all such records maintained by
      the
      Servicer and any Sub-Servicers or Subcontractors. Upon request, each of the
      Master Servicer and the Servicer shall furnish to the Depositor and the Trustee
      its (and any such Sub-Servicer’s or Subcontractor’s) most recent financial
      statements and such other information relating to the Master Servicer’s or the
      Servicer’s capacity to perform its obligations under this Agreement as it
      possesses (and that any such Sub-Servicer or Subcontractor possesses). To the
      extent that the Master Servicer or the Servicer informs the Depositor and the
      Trustee that such information is not otherwise available to the public, the
      Depositor and the Trustee shall not disseminate any information obtained
      pursuant to the preceding two sentences without the Master Servicer’s or the
      Servicer’s written consent, except as required pursuant to this Agreement or to
      the extent that it is appropriate to do so (i) to its legal counsel, auditors,
      taxing authorities or other governmental agencies and the Certificateholders,
      (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
      or
      decree of any court or governmental authority having jurisdiction over the
      Depositor and the Trustee or the Trust Fund, and in any case, the Depositor
      or
      the Trustee, (iii) disclosure of any and all information that is or becomes
      publicly known, or information obtained by the Trustee from sources other than
      the Depositor, the Servicer or the Master Servicer, (iv) disclosure as required
      pursuant to this Agreement or (v) disclosure of any and all information (A)
      in
      any preliminary or final offering circular, registration statement or contract
      or other document pertaining to the transactions contemplated by the Agreement
      approved in advance by the Depositor, the Servicer or the Master Servicer or
      (B)
      to any affiliate, independent or internal auditor, agent, employee or attorney
      of the Trustee having a need to know the same, provided that the Trustee advises
      such recipient of the confidential nature of the information being disclosed,
      shall use its best efforts to assure the confidentiality of any such
      disseminated non-public information. Nothing in this Section 7.07 shall
      limit the obligation of the Servicer to comply with any applicable law
      prohibiting disclosure of information regarding the Mortgagors and the failure
      of the Servicer to provide access as provided in this Section 7.07 as a
      result of such obligation shall not constitute a breach of this Section. Nothing
      in this Section 7.07 shall require the Servicer to collect, create, collate
      or otherwise generate any information that it does not generate in its usual
      course of business. The Servicer shall not be required to make copies of or
      ship
      documents to any party unless provisions have been made for the reimbursement
      of
      the costs thereof. The Depositor may, but is not obligated to, enforce the
      obligations of the Master Servicer or the Servicer under this Agreement, and
      may, but is not obligated to, perform, or cause a designee to perform, any
      defaulted obligation of the Master Servicer or the Servicer under this
      Agreement, or exercise the rights of the Master Servicer or the Servicer under
      this Agreement; provided that neither the Master Servicer nor the Servicer
      shall
      be relieved of any of its obligations under this Agreement by virtue of such
      performance by the Depositor or its designee. The Depositor shall not have
      any
      responsibility or liability for any action or failure to act by the Master
      Servicer or the Servicer and is not obligated to supervise the performance
      of
      the Master Servicer or the Servicer under this Agreement or
      otherwise.

     

    
      
        
        

      

      
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    SECTION
      7.08. Duties
      of
      the Credit Risk Manager. 

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans.
      Such
      reports and recommendations will be based upon information provided to the
      Credit Risk Manager pursuant to the Credit Risk Management Agreements, and
      the
      Credit Risk Manager shall look solely to the Servicer and/or Master Servicer
      for
      all information and data (including loss and delinquency information and data)
      relating to the servicing of the related Mortgage Loans. Upon any termination
      of
      the Credit Risk Manager or the appointment of a successor Credit Risk Manager,
      the Depositor shall give written notice thereof to the Servicer, the Master
      Servicer, the Securities Administrator, the Trustee, and each Rating Agency.
      Notwithstanding the foregoing, the termination of the Credit Risk Manager
      pursuant to this Section shall not become effective until the appointment
      of a successor Credit Risk Manager. The Trustee is hereby authorized to enter
      into any Credit Risk Management Agreement necessary to effect the
      foregoing.

     

    
      
        
        

      

      
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    SECTION
      7.09. Limitation
      Upon Liability of the Credit Risk Manager. 

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      or
      the Depositor for any action taken or for refraining from the taking of any
      action made in good faith pursuant to this Agreement, in reliance upon
      information provided by the Servicer under the related Credit Risk Management
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Credit Risk Manager or any such person against liability
      that would otherwise be imposed by reason of willful malfeasance or bad faith
      in
      its performance of its duties. The Credit Risk Manager and any director,
      officer, employee, or agent of the Credit Risk Manager 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, and may rely in good faith
      upon
      the accuracy of information furnished by the Servicer pursuant to the related
      Credit Risk Management Agreement in the performance of its duties thereunder
      and
      hereunder.

     

    SECTION
      7.10. Removal
      of the Credit Risk Manager. 

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
      exercise of its or their sole discretion. The Certificateholders shall provide
      written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt
      of such notice, the Trustee shall provide written notice to the Credit Risk
      Manager of its removal, which shall be effective upon receipt of such notice
      by
      the Credit Risk Manager, with a copy to the Securities Administrator and the
      Master Servicer.

     

    SECTION
      7.11. Transfer
      of Servicing by Sponsor to a Special Servicer.

     

    With
      respect to any Mortgage Loan which becomes ninety (90) or more days delinquent
      after the Closing Date, the Sponsor may, at its option, transfer the servicing
      responsibilities of Wells Fargo or GMACM under this Agreement or the Servicing
      Agreement, as applicable, with respect to such Mortgage Loan to a special
      servicer which is qualified to service mortgage loans for Fannie Mae or Freddie
      Mac, with prior
      consent of the Master Servicer, which consent shall not be unreasonably
      withheld.
      No such
      servicing transfer shall become effective unless and until a successor to such
      Servicer shall have been appointed to service and administer the related
      Mortgage Loans pursuant to a special servicing agreement acceptable to the
      Depositor, the Master Servicer, the Trustee and the Rating Agencies rating
      the
      Certificates. No appointment shall be effective unless (i) such special servicer
      meets the Minimum Servicing Requirements and (ii) all amounts reimbursable
      to
      the related Servicer pursuant to the terms of this Agreement or the Servicing
      Agreement, as applicable, shall have 

    
      
        
        

      

      
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    been
      paid
      to such Servicer by the special servicer including without limitation, all
      unreimbursed P&I Advances and Servicing Advances made by the related
      Servicer relating to such Mortgage Loan and all out-of-pocket expenses of the
      related Servicer incurred in connection with the transfer of servicing to such
      special servicer, all accrued and unpaid Servicing Fees relating to such
      Mortgage Loan. The Sponsor shall provide a copy of the agreement executed by
      the
      special servicer to the Trustee and the Master Servicer. If the proposed special
      servicer does not meet the Minimum Servicing Requirements, the Sponsor shall
      be
      required to obtain written confirmation from the Rating Agencies that such
      appointment will not result in a downgrade, qualification or withdrawal of
      the
      then current rating of the Publicly Offered Certificates. The Sponsor shall
      notify the Credit Risk Manager of any transfer of servicing pursuant to this
      Section 7.11. In
      the
      event that a special servicer is appointed to service any delinquent Mortgage
      Loans serviced by Wells Fargo, the Sponsor shall pay Wells Fargo a termination
      fee in an amount set forth in a side letter between Wells Fargo and the
      Sponsor.

     

    
      
        
        

      

      
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    ARTICLE
      VIII


    DEFAULT

     

    SECTION
      8.01. Servicer
      Events of Default.

     

    (a) “Servicer
      Event of Default,” wherever used herein, means with respect to the Servicer any
      one of the following events:

     

    (i) any
      failure by the Servicer to remit to the Securities Administrator for
      distribution to the Certificateholders any payment (other than a P&I Advance
      required to be made from its own funds on any Servicer Remittance Date pursuant
      to Section 5.03 of this Agreement) required to be made by the Servicer
      under the terms of the Certificates and this Agreement which continues
      unremedied until 12:00 p.m. New York time on the Business Day immediately
      following the date upon which written notice of such failure, requiring the
      same
      to be remedied, shall have been given to the Servicer by the Securities
      Administrator, the Trustee or the Master Servicer (in which case notice shall
      be
      provided by telecopy), or to the Servicer, the Securities Administrator, the
      Trustee and the Master Servicer by the Holders of Certificates entitled to
      at
      least 25% of the Voting Rights; or

     

    (ii) any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      contained in this Agreement, or the material breach by the Servicer of any
      representation and warranty contained in Section 2.05 of this Agreement,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Servicer by the Depositor or the Trustee or to the
      Servicer, the Depositor and the Trustee by the Holders of Certificates entitled
      to at least 25% of the Voting Rights; provided, however, that in the case of
      a
      failure that cannot be cured within thirty (30) days, the cure period may be
      extended for an additional thirty (30) days if the Servicer can demonstrate
      to
      the reasonable satisfaction of the Trustee that the Servicer is diligently
      pursuing remedial action; or

     

    (iii) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, 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 or unstayed
      for a
      period of ninety (90) days; or

     

    (iv) the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    
      
        
        

      

      
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    (v) 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;

     

    (vi) failure
      by the Servicer to duly perform, within the required time period, its
      obligations under Sections 3.17, 3.18 or 3.19; or

     

    (vii) any
      failure of the Servicer to make any P&I Advance on any Servicer Remittance
      Date required to be made from its own funds pursuant to Section 5.03 which
      continues unremedied until 3:00 p.m. New York time on the Business Day
      immediately following the Servicer Remittance Date; or

     

    (viii) failure
      of the Servicer to maintain at least an “average” rating from the Rating
      Agencies.

     

    A
      “Servicer Event of Default” whenever used herein means, with respect to GMACM,
      an event of default by GMACM under the Servicing Agreement.

     

    If
      a
      Servicer Event of Default described in clauses (i) through (vi) or (viii) of
      this Section or a corresponding Servicer Event of Default under the Servicing
      Agreement shall occur, then, and in each and every such case, so long as such
      Servicer Event of Default shall not have been remedied, the Depositor or the
      Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the defaulting Servicer (and to the Depositor if given by the Trustee
      or to the Trustee if given by the Depositor) with a copy to the Master Servicer
      and each Rating Agency, terminate all of the rights and obligations of the
      defaulting Servicer in its capacity as a Servicer under this Agreement to the
      extent permitted by law, and in and to the related Mortgage Loans and the
      proceeds thereof. If a Servicer Event of Default described in clause (vii)
      hereof or the corresponding Servicer Event of Default under the Servicing
      Agreement shall occur, the Trustee shall, by notice in writing to the defaulting
      Servicer, the Depositor and the Master Servicer, terminate all of the rights
      and
      obligations of the defaulting Servicer in its capacity as a Servicer under
      this
      Agreement and in and to the related Mortgage Loans and the proceeds thereof.
      Subject to Section 8.02 of this Agreement, on or after the receipt by the
      defaulting Servicer of such written notice, all authority and power of the
      defaulting Servicer under this Agreement or the Servicing Agreement, as
      applicable, whether with respect to the Certificates (other than as a Holder
      of
      any Certificate) or the related Mortgage Loans or otherwise, shall pass to
      and
      be vested in the Master Servicer or, with respect to a default by Wells Fargo,
      the Trustee, pursuant to and under this Section, and, without limitation, the
      Master Servicer or the Trustee, as applicable, is hereby authorized and
      empowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf
      of and at the expense of the defaulting Servicer, 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 or assignment of the related Mortgage
      Loans and related documents, or otherwise. The defaulting Servicer agrees
      promptly (and in any event no later than ten (10) Business Days subsequent
      to
      such notice) to provide the Master Servicer or the Trustee, as applicable,
      with
      all documents and records requested by it to enable it to assume such Servicer’s
      functions under this Agreement, and to cooperate with the Master Servicer,
      or
      with respect to Wells Fargo, the Trustee, in effecting the termination of the
      defaulting Servicer’s responsibilities and rights under this Agreement,
      including, without limitation, the transfer within one (1) Business Day to
      the
      Master Servicer or other successor Servicer for administration by it of all
      cash
      amounts which at the time shall be or should have been credited by the
      defaulting Servicer to the related Collection Account held by or on behalf
      of
      such Servicer or thereafter be received with respect to the related Mortgage
      Loans or any related REO Property (provided, however, that the defaulting
      Servicer shall continue to be entitled to receive all amounts accrued or owing
      to it under this Agreement or the Servicing Agreement, as applicable, on or
      prior to the date of such termination, whether in respect of P&I Advances,
      Servicing Advances, accrued and unpaid Servicing Fees or otherwise, and shall
      continue to be entitled to the benefits of Section 7.03 of this Agreement,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). Reimbursement of unreimbursed P&I Advances, Servicing
      Advances and accrued and unpaid Servicing Fees shall be made on a first in,
      first out (“FIFO”) basis no later than the defaulting Servicer Remittance Date.
      For purposes of this Section 8.01(a), the Trustee shall not be deemed to have
      knowledge of a Servicer Event of Default unless a Responsible Officer of the
      Trustee assigned to and working in the Trustee’s Corporate Trust Office has
      actual knowledge thereof or unless written notice of any event which is in
      fact
      such a Servicer Event of Default is received by the Trustee at its Corporate
      Trust Office and such notice references the Certificates, the Trust or this
      Agreement. The Trustee shall promptly notify the Master Servicer and the Rating
      Agencies of the occurrence of a Servicer Event of Default of which it has
      knowledge as provided above.

     

    
      
        
        

      

      
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    The
      Master Servicer or, with respect to a Servicer Event of Default by Wells Fargo,
      the Trustee, shall be entitled to be reimbursed by the defaulting Servicer
      (or
      from amounts on deposit in the Distribution Account if the defaulting Servicer
      is unable to fulfill its obligations hereunder) for all reasonable out-of-pocket
      or third party costs associated with the transfer of servicing from the
      defaulting Servicer, including without limitation, any reasonable out-of-pocket
      or third party costs or expenses associated with the complete transfer of all
      servicing data and the completion, correction or manipulation of such servicing
      data as may be required by the Master Servicer or the Trustee, as applicable,
      to
      correct any errors or insufficiencies in the servicing data or otherwise to
      enable the Master Servicer or the Trustee, as applicable, to service the
      Mortgage Loans properly and effectively, upon presentation of reasonable
      documentation of such costs and expenses.

     

    (b) “Master
      Servicer Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i) any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.04,
      which continues unremedied for a period of 30 days after the date on which
      written notice of such failure, or as otherwise set forth in this Agreement
      requiring the same to be remedied, shall have been given to the Master Servicer
      by the Depositor or the Trustee or to the Master Servicer, the Depositor and
      the
      Trustee by the Holders of Certificates entitled to at least 25% of the Voting
      Rights; or

     

    
      
        
        

      

      
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    (ii) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of ninety (90) days; or

     

    (iii) the
      Master Servicer shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (iv) the
      Master 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) failure
      by the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 4.15, 4.16, 4.17 or 4.18.

     

    If
      a
      Master Servicer Event of Default shall occur, then, and in each and every such
      case, so long as such Master Servicer Event of Default shall not have been
      remedied, the Depositor or the Trustee may, and at the written direction of
      the
      Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee
      shall, by notice in writing to the Master Servicer (and to the Depositor if
      given by the Trustee or to the Trustee if given by the Depositor) with a copy
      to
      each Rating Agency, terminate all of the rights and obligations of the Master
      Servicer in its capacity as Master Servicer under this Agreement, to the extent
      permitted by law, and in and to the Mortgage Loans and the proceeds thereof.
      On
      or after the receipt by the Master Servicer of such written notice, all
      authority and power of the Master Servicer under this Agreement, whether with
      respect to the Certificates (other than as a Holder of any Certificate) or
      the
      Mortgage Loans or otherwise including, without limitation, the compensation
      payable to the Master Servicer under this Agreement, shall pass to and be vested
      in the Trustee pursuant to and under this Section, and, without limitation,
      the
      Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to
      execute and deliver, on behalf of and at the expense of the Master Servicer,
      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 or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees promptly (and in any event no later than ten Business Days subsequent
      to
      such notice) to provide the Trustee with all documents and records requested
      by
      it to enable it to assume the Master Servicer’s functions under this Agreement,
      and to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s responsibilities and rights under this Agreement (provided, however,
      that the Master Servicer shall continue to be entitled to receive all amounts
      accrued or owing to it under this Agreement on or prior to the date of such
      termination and shall continue to be entitled to the benefits of
      Section 7.03 of this Agreement, notwithstanding any such termination, with
      respect to events occurring prior to such termination). For purposes of this
      Section 8.01(b), the Trustee shall not be deemed to have knowledge of a
      Master Servicer Event of Default unless a Responsible Officer of the Trustee
      assigned to and working in the Trustee’s Corporate Trust Office has actual
      knowledge thereof or unless written notice of any event which is in fact such
      a
      Master Servicer Event of Default is received by the Trustee and such notice
      references the Certificates, the Trust or this Agreement. The Trustee shall
      promptly notify the Rating Agencies of the occurrence of a Master Servicer
      Event
      of Default of which it has knowledge as provided above.

     

    
      
        
        

      

      
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    On
      and
      after the time the Master Servicer receives a notice of termination, the Trustee
      shall be the successor in all respects to the Master Servicer (and, if
      applicable, the Securities Administrator) in its capacity as Master Servicer
      (and, if applicable, the Securities Administrator) under this Agreement and
      the
      transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Trustee (except for any representations or warranties of the Master
      Servicer under this Agreement, the responsibilities, duties and liabilities
      contained in Section 2.03 and the obligation to deposit amounts in respect
      of losses pursuant to Section 3.10) by the terms and provisions hereof
      including, without limitation, the Master Servicer’s obligations to make P&I
      Advances no later than each Distribution Date pursuant to Section 5.03;
      provided, however, that if the Trustee is prohibited by law or regulation from
      obligating itself to make advances regarding delinquent mortgage loans, then
      the
      Trustee shall not be obligated to make P&I Advances pursuant to
      Section 5.03; and provided further, that any failure to perform such duties
      or responsibilities caused by the Master Servicer’s failure to provide
      information required by Section 8.01 shall not be considered a default by
      the Trustee as successor to the Master Servicer hereunder and neither the
      Trustee nor any other successor master servicer shall be liable for any acts
      or
      omissions of the terminated master servicer. As compensation therefor, the
      Trustee shall be entitled to the Master Servicing Fee and all funds relating
      to
      the Mortgage Loans, investment earnings on the Distribution Account and all
      other remuneration to which the Master Servicer would have been entitled if
      it
      had continued to act hereunder.

     

    Notwithstanding
      the foregoing, the Trustee may, if it shall be unwilling to continue to act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $25,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Event of Default and (ii)
      all
      costs and expenses associated with the complete transfer of the master
      servicing, including all servicing files and all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the successor Master Servicer to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account.

     

    
      
        
        

      

      
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    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.


     

    SECTION
      8.02. Master
      Servicer to Act; Appointment of Successor.

     

    (a) Subject
      to the following paragraph, on and after the time a Servicer receives a notice
      of termination, the Master Servicer (or the Trustee in the event of a default
      by
      Wells Fargo) shall be the successor in all respects to such Servicer in its
      capacity as the Servicer under this Agreement or the Servicing Agreement, as
      applicable, and the transactions set forth or provided for herein or therein,
      and all the responsibilities, duties and liabilities relating thereto and
      arising thereafter shall be assumed by Master Servicer or the Trustee (except
      for any representations or warranties of the related Servicer under this
      Agreement or the Servicing Agreement, as applicable, the responsibilities,
      duties and liabilities contained in Section 2.03 of this Agreement and the
      obligation to deposit amounts in respect of losses pursuant to
      Section 3.10(b) of this Agreement) by the terms and provisions hereof
      including, without limitation, the related Servicer’s obligations to make
      P&I Advances pursuant to Section 5.03 of this Agreement or pursuant to
      the Servicing Agreement; provided that the Trustee shall be obligated to make
      P&I Advances in connection with the Mortgage Loans serviced by Wells Fargo
      in the event Wells Fargo is terminated as Servicer hereunder; provided further
      that if the Master Servicer or the Trustee is prohibited by law or regulation
      from obligating itself to make advances regarding delinquent mortgage loans,
      then the Trustee or the Master Servicer shall not be obligated to make P&I
      Advances pursuant to Section 5.03 of this Agreement or the Servicing
      Agreement, as applicable; and provided further, that any failure to perform
      such
      duties or responsibilities caused by the related Servicer’s failure to provide
      information required by Section 8.01 of this Agreement or under the
      Servicing Agreement shall not be considered a default by the Trustee or other
      successor servicer, as successor to the Servicer hereunder; provided, however,
      that (1) it is understood and acknowledged by the parties hereto that there
      will
      be a period of transition (not to exceed ninety (90) days) before the actual
      servicing functions can be fully transferred to the Trustee or any successor
      servicer appointed in accordance with the following provisions and (2) any
      failure to perform such duties or responsibilities caused by the Servicer’s
      failure to provide information required by Section 8.01 of this Agreement
      shall not be considered a default by the Trustee or any successor servicer.
      As
      compensation therefor, the Trustee or successor servicer shall be entitled
      to
      the Servicing Fee and all funds relating to the related Mortgage Loans to which
      the terminated Servicer would have been entitled if it had continued to act
      hereunder. Notwithstanding the above and subject to the immediately following
      paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if
      it
      is unable to so act promptly appoint or petition a court of competent
      jurisdiction to appoint, a Person that satisfies the eligibility criteria set
      forth below as the successor to the terminated Servicer under this Agreement
      in
      the assumption of all or any part of the responsibilities, duties or liabilities
      of the terminated Servicer under this Agreement.

     

    
      
        
        

      

      
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    Notwithstanding
      any provision in this Agreement to the contrary, for a period of 30 days
      following the date on which the Servicer shall have received a notice of
      termination pursuant to Section 8.01 of this Agreement, the Servicer or its
      designee may appoint a successor Servicer that satisfies the eligibility
      criteria of a successor Servicer set forth below, which appointment shall be
      subject to the consent of the Depositor, the Sponsor and the Trustee, which
      consent shall not be unreasonably withheld or delayed; provided that such
      successor Servicer agrees to fully effect the servicing transfer within 120
      days
      following the termination of the Servicer and to make all P&I Advances that
      would otherwise be made by the Master Servicer under Section 8.01 as of the
      date of such appointment, and to reimburse the Master Servicer for any
      unreimbursed P&I Advances they have made and any reimbursable expenses that
      they may have incurred in connection with this Section 8.02. Any proceeds
      received in connection with the appointment of such successor Servicer shall
      be
      the property of the Servicer or its designee. This 30-day period shall terminate
      immediately (i) at the close of business on the second Business Day of such
      30-day period if (A) the Servicer was terminated because of an Event of Default
      described in Section 8.01(a)(vii) for failing to make a required P&I
      Advance, and (B) the Servicer shall have failed to make (or cause to be made)
      such P&I Advance, or shall fail to reimburse (or cause to be reimbursed) the
      Master Servicer for a P&I Advance made by the Master Servicer, by the close
      of business on such second Business Day, or (ii) at the close of business on
      the
      second Business Day following the date (if any) during such 30-day period on
      which a P&I Advance is due to be made, if the Servicer shall have failed to
      make (or caused to be made) such P&I Advance, or the Servicer shall have
      failed to reimburse (or cause to be reimbursed) the Master Servicer for such
      P&I Advance, by the close of business on such second Business
      Day.

     

    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee or the Master
      Servicer be liable for any Servicing Fee or for any differential in the amount
      of the Servicing Fee or paid hereunder or under the Servicing Agreement and
      the
      amount necessary to induce any successor Servicer or successor Master Servicer
      to act as successor Servicer or successor Master Servicer under this Agreement
      or the Servicing Agreement and the transactions set forth or provided for
      herein. 

     

    Any
      successor Servicer appointed under this Agreement must (i) be an established
      mortgage loan servicing institution that is a Fannie Mae and Freddie Mac
      approved seller/servicer, (ii) be approved by each Rating Agency by a written
      confirmation from each Rating Agency that the appointment of such successor
      Servicer would not result in the reduction or withdrawal of the then current
      ratings of any outstanding Class of Certificates, (iii) have a net worth of
      not
      less than $25,000,000 and (iv) assume all the responsibilities, duties or
      liabilities of the Servicer (other than liabilities of the Servicer hereunder
      incurred prior to termination of the Servicer under Section 8.01 herein)
      under this Agreement as if originally named as a party to this
      Agreement.

     

    (b) 
      (1) All
      servicing transfer costs (including, without limitation, servicing transfer
      costs of the type described in Section 8.02(a) of this Agreement and
      incurred by the Trustee, the Master Servicer and any successor Servicer under
      paragraph (b)(2) below) in connection with the termination of a Servicer shall
      be paid by the terminated Servicer upon presentation of reasonable documentation
      of such costs, and if such predecessor or initial Servicer, as applicable,
      defaults in its obligation to pay such costs, the successor Servicer, the Master
      Servicer and the Trustee shall be entitled to reimbursement therefor from the
      assets of the Trust Fund.

     

    
      
        
        

      

      
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    (2) No
      appointment of a successor to a Servicer under this Agreement shall be effective
      until the assumption by the successor of all of such Servicer’s
      responsibilities, duties and liabilities hereunder. In connection with such
      appointment and assumption described herein, the Trustee may make such
      arrangements for the compensation of such successor out of payments on the
      related Mortgage Loans as it and such successor shall agree; provided, however,
      that no such compensation shall be in excess of that permitted the related
      Servicer as such hereunder or under the Servicing Agreement. The Depositor,
      the
      Trustee and such successor shall take such action, consistent with this
      Agreement, as shall be necessary to effectuate any such succession. Pending
      appointment of a successor to a Servicer under this Agreement, the Master
      Servicer shall act in such capacity as hereinabove provided.

     

    SECTION
      8.03. Notification
      to Certificateholders.

     

    (a) Upon
      any
      termination of the Master Servicer or the Servicer pursuant to
      Section 8.01(a) or (b) of this Agreement, or any appointment of a successor
      to the Master Servicer or the Servicer pursuant to Section 8.02 of this
      Agreement, the Trustee shall give prompt written notice thereof to the
      Certificateholders at their respective addresses appearing in the Certificate
      Register.

     

    (b) Not
      later
      than the later of sixty (60) days after the occurrence of any event, which
      constitutes or which, with notice or lapse of time or both, would constitute
      a
      Servicer Event of Default or a Master Servicer Event of Default or five (5)
      days
      after a Responsible Officer of the Trustee becomes aware of the occurrence
      of
      such an event, the Trustee shall transmit by mail to all Holders of Certificates
      notice of each such occurrence, unless such default or Servicer Event of Default
      or Master Servicer Event of Default shall have been cured or
      waived.

     

    SECTION
      8.04. Waiver
      of
      Servicer Events of Default.

     

    The
      Holders representing at least 66% of the Voting Rights evidenced by all Classes
      of Certificates affected by any default, Servicer Event of Default or Master
      Servicer Event of Default hereunder may waive such default, Servicer Event
      of
      Default or Master Servicer Event of Default; provided, however, that a Servicer
      Event of Default under clause (i) or (vii) of Section 8.01(a) of this
      Agreement may be waived only by all of the Holders of the Regular Certificates.
      Upon any such waiver of a default, Servicer Event of Default or Master Servicer
      Event of Default, such default, Servicer Event of Default or Master Servicer
      Event of Default shall cease to exist and shall be deemed to have been remedied
      for every purpose hereunder. No such waiver shall extend to any subsequent
      or
      other default, Servicer Event of Default or Master Servicer Event of Default
      or
      impair any right consequent thereon except to the extent expressly so
      waived.

     

    
      
        
        

      

      
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    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    SECTION
      9.01. Duties
      of
      Trustee and Securities Administrator.

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Default and
      after
      the curing or waiver of all Master Servicer Events of Default which may have
      occurred, and the Securities Administrator each undertake to perform such duties
      and only such duties as are specifically set forth in this Agreement as duties
      of the Trustee and the Securities Administrator, respectively. During the
      continuance of a Master Servicer Event of Default, the Trustee shall exercise
      such of the rights and powers vested in it by this Agreement, and use the same
      degree of care and skill in its exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own affairs. Any
      permissive right of the Trustee enumerated in this Agreement shall not be
      construed as a duty.

     

    Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    The
      Trustee shall promptly remit to the related Servicer any complaint, claim,
      demand, notice or other document (collectively, the “Notices”) delivered to the
      Trustee as a consequence of the assignment of any Mortgage Loan hereunder and
      relating to the servicing of the Mortgage Loans; provided than any such notice
      (i) is delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

    The
      Trustee and the Securities Administrator shall accept and agree to the terms
      set
      forth in the written notice provided by the Underwriter to the Trustee and
      the
      Securities Administrator appointing a Designated Entity with respect to any
      class of Designated Certificates.

     

    
      
        
        

      

      
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    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Securities Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided, however,
      that:

     

    (i) Prior
      to
      the occurrence of a Master Servicer Event of Default, and after the curing
      or
      waiver of all such Master Servicer Events of Default which may have occurred
      with respect to the Trustee and at all times with respect to the Securities
      Administrator, the duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Agreement, neither the Trustee nor
      the
      Securities Administrator shall be liable except for the performance of such
      duties and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the
      Trustee or the Securities Administrator and, in the absence of bad faith on
      the
      part of the Trustee or the Securities Administrator, respectively, the Trustee
      or the Securities Administrator, respectively, may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     

    (ii) Neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible Officers
      of
      the Trustee or an officer or officers of the Securities Administrator,
      respectively, unless it shall be proved that the Trustee or the Securities
      Administrator, respectively, was negligent in ascertaining the pertinent facts;
      and

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of the Holders of Certificates entitled to at least 25%
      of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or power conferred upon the Trustee or
      the
      Securities Administrator under this Agreement.

     

    SECTION
      9.02. Certain
      Matters Affecting Trustee and Securities Administrator.

     

    (a) Except
      as
      otherwise provided in Section 9.01 of this Agreement:

     

    (i) Before
      taking any action hereunder, the Trustee and the Securities Administrator may
      request and rely upon and shall be protected in acting or refraining from acting
      upon any resolution, Officers’ Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document reasonably believed by it
      to
      be genuine and to have been signed or presented by the proper party or
      parties;

     

    (ii) The
      Trustee and the Securities Administrator may consult with counsel of its
      selection and any advice of such counsel or any Opinion of Counsel shall be
      full
      and complete authorization and protection in respect of any action taken or
      suffered or omitted by it hereunder in good faith and in accordance with such
      advice or Opinion of Counsel;

     

    
      
        
        

      

      
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    (iii) Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, as the case may be,
      reasonable security or indemnity satisfactory to it against the costs, expenses
      and liabilities which may be incurred therein or thereby; nothing contained
      herein shall, however, relieve the Trustee of the obligation, upon the
      occurrence of a Master Servicer Event of Default (which has not been cured
      or
      waived), to exercise such of the rights and powers vested in it by this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     

    (iv) Neither
      the Trustee nor the Securities Administrator shall be liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (v) Prior
      to
      the occurrence of a Master Servicer Event of Default hereunder and after the
      curing or waiver of all Master Servicer Events of Default which may have
      occurred with respect to the Trustee and at all times with respect to the
      Securities Administrator, neither the Trustee nor the Securities Administrator
      shall be bound to make any investigation into the facts or matters stated in
      any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by the Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided, however, that if the payment within
      a
      reasonable time to the Trustee or the Securities Administrator of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee or the Securities Administrator,
      as applicable, not reasonably assured to the Trustee or the Securities
      Administrator by such Certificateholders, the Trustee or the Securities
      Administrator, as applicable, may require reasonable indemnity satisfactory
      to
      it against such expense, or liability from such Certificateholders as a
      condition to taking any such action;

     

    (vi) The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys and the Trustee
      shall not be responsible for any misconduct or negligence on the part of any
      agent or attorney appointed with due care by it hereunder;

     

    (vii) The
      Trustee shall not be liable for any loss resulting from (a) the investment
      of
      funds held in the Collection Account or the Custodial Account, (b) the
      investment of funds held in the Distribution Account, (c) the investment of
      funds held in the Reserve Fund or (d) the redemption or sale of any such
      investment as therein authorized;

     

    
      
        
        

      

      
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    (viii) The
      Trustee shall not be deemed to have notice of any default, Master Servicer
      Event
      of Default or Servicer Event of Default unless a Responsible Officer of the
      Trustee has actual knowledge thereof or unless written notice of any event
      which
      is in fact such a default is received by a Responsible Officer of the Trustee
      at
      the Corporate Trust Office of the Trustee, and such notice references the
      Certificates and this Agreement; 

     

    (ix) The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, each agent, custodian and other Person employed to
      act
      hereunder; 

     

    (x) Should
      the Trustee or the Securities Administrator deem the nature of any action
      required on its part to be unclear, the Trustee or the Securities Administrator
      may require, prior to taking such action, that it be provided by the Depositor
      with reasonable further instructions; and

     

    (xi) No
      provision of this Agreement shall require the Trustee (regardless of the
      capacity in which it is acting) to expend or risk its own funds or otherwise
      incur any financial liability in the performance of any of its duties hereunder,
      or in the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity against
      risk or liability is not reasonably assured to it.

     

    (xii) The
      Trustee shall not have any duty to conduct any affirmative investigation
      (including, but not limited to, reviewing any report delivered to the Trustee
      in
      connection with the review of the Mortgage Files) as to the occurrence of any
      condition requiring the repurchase of any Mortgage Loan by the Sponsor pursuant
      to this Agreement or the Mortgage Loan Purchase Agreement, as applicable, or
      the
      eligibility of any Mortgage Loan for purposes of this Agreement.

     

    (b) All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee, may be enforced by it without the possession of
      any
      of the Certificates, or the production thereof at the trial or other proceeding
      relating thereto, and any such suit, action or proceeding instituted by the
      Trustee shall be brought in its name for the benefit of all the Holders of
      such
      Certificates, subject to the provisions of this Agreement.

     

    (c) The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Supplemental Interest Trust Trustee, is hereby directed to exercise the rights,
      perform the obligations, and make any representations to be exercised,
      performed, or made by the Supplemental Interest Trust Trustee, as described
      herein. The Supplemental Interest Trust Trustee is hereby directed to execute
      and deliver the Class A Swap Agreement on behalf of Party B (as defined therein)
      and to exercise the rights, perform the obligations, and make the
      representations of Party B thereunder, solely in its capacity as Supplemental
      Interest Trust Trustee on behalf of Party B (as defined therein) and not in
      its
      individual capacity. 

     

    
      
        
        

      

      
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    The
      Sponsor, the Servicer, the Depositor and the Certificateholders (by acceptance
      of their Certificates) acknowledge and agree that:

     

    (i) the
      Supplemental Interest Trust Trustee shall execute and deliver the Class A Swap
      Agreement on behalf of Party B (as defined therein), 

     

    (ii) the
      Supplemental Interest Trust Trustee shall exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
      therein) and not in its individual capacity, and

     

    (iii) the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Class A Swap
      Agreement.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s
      execution, as Supplemental Interest Trust Trustee, of the Class A Swap
      Agreement, and the performance of its duties and satisfaction of its obligations
      thereunder.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s performance of its duties and satisfaction of its
      obligations under the Class A Swap Agreement.

     

    (d) None
      of
      the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
      the Depositor, the Custodian or the Trustee shall be responsible for the acts
      or
      omissions of the others or the Swap Provider, it being understood that this
      Agreement shall not be construed to render those partners joint venturers or
      agents of one another.

     

    SECTION
      9.03. Trustee
      and Securities Administrator not Liable for Certificates or Mortgage
      Loans.

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgments of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Sections 2.11 and
      9.12 of this Agreement) shall be taken as the statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness. Neither the Trustee nor the Securities Administrator
      makes any representations or warranties as to the validity or sufficiency of
      this Agreement (other than as specifically set forth in Section 9.12 of
      this Agreement), the Class A Swap Agreement or of the Certificates (other than
      the signature of the Securities Administrator and authentication of the
      Securities Administrator on the Certificates) or of any Mortgage Loan or related
      document. The Trustee and the Securities Administrator shall not be accountable
      for the use or application by the Depositor of any of the Certificates or of
      the
      proceeds of such Certificates, or for the use or application of any funds paid
      to the Depositor or the Master Servicer in respect of the Mortgage Loans or
      deposited in or withdrawn from the Collection Account or the Custodial Account
      by the related Servicer, other than with respect to the Securities Administrator
      any funds held by it or on behalf of the Trustee in accordance with
      Sections 3.23, 3.24, and 5.07 of this Agreement.

     

    
      
        
        

      

      
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    SECTION
      9.04. Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      any
      other capacity may become the owner or pledgee of Certificates and may transact
      business with other interested parties and their Affiliates with the same rights
      it would have if it were not Trustee or the Securities
      Administrator.

     

    SECTION
      9.05. Fees
      and
      Expenses of Trustee, Custodian and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder and of the Custodian
      under the Custodial Agreement shall be paid in accordance with a side letter
      agreement with the Master Servicer and at the sole expense of the Master
      Servicer. In addition, the Trustee, the Securities Administrator, the Custodian
      and any director, officer, employee or agent of the Trustee, the Securities
      Administrator and the Custodian shall be indemnified by the Trust and held
      harmless against any loss, liability or expense (including reasonable attorney’s
      fees and expenses) incurred by the Trustee, the Custodian or the Securities
      Administrator in connection with any claim or legal action or any pending or
      threatened claim or legal action arising out of or in connection with the
      acceptance or administration of its respective obligations and duties under
      this
      Agreement, including the Swap Agreement, and any and all other agreements
      related hereto, other than any loss, liability or expense (i) solely with
      respect to the Trustee, for which the Trustee is indemnified by the Master
      Servicer or any Servicer, (ii) that constitutes a specific liability of the
      Trustee or the Securities Administrator, as applicable, pursuant to
      Section 11.01(g) of this Agreement or (iii) any loss, liability or expense
      incurred by reason of willful misfeasance, bad faith or negligence in the
      performance of duties hereunder by the Trustee or the Securities Administrator,
      as applicable, or by reason of reckless disregard of its obligations and duties
      hereunder. In no event shall the Trustee, Custodian, Master Servicer or the
      Securities Administrator be liable for special, indirect or consequential loss
      or damage of any kind whatsoever (including but not limited to lost profits),
      even if it has been advised of the likelihood of such loss or damage and
      regardless of the form of action. The Master Servicer agrees to indemnify the
      Trustee, from, and hold the Trustee harmless against, any loss, liability or
      expense (including reasonable attorney’s fees and expenses) incurred by the
      Trustee by reason of the Master Servicer’s willful misfeasance, bad faith or
      gross negligence in the performance of its duties under this Agreement or by
      reason of the Master Servicer’s reckless disregard of its obligations and duties
      under this Agreement. In addition, the Sponsor agrees to indemnify the Trustee
      for, and to hold the Trustee harmless against, any loss, liability or expense
      arising out of, or in connection with, the provisions set forth in the last
      paragraph of Section 2.01 of this Agreement, including, without limitation,
      all costs, liabilities and expenses (including reasonable legal fees and
      expenses) of investigating and defending itself against any claim, action or
      proceeding, pending or threatened, relating to the provisions of such paragraph.
      The indemnities in this Section 9.05 shall survive the termination or
      discharge of this Agreement and the resignation or removal of the Master
      Servicer, the Trustee, the Securities Administrator or the Custodian. Any
      payment under this Section 9.05 made by the Master Servicer to the Trustee
      in respect of the Trustee’s fees or the Master Servicer’s indemnification
      obligation to the Trustee shall be from the Master Servicer’s own funds, without
      reimbursement from REMIC I therefor.

     

    
      
        
        

      

      
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    SECTION
      9.06. Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor, the Master Servicer
      or
      any Affiliate of the foregoing) organized and doing business under the laws
      of
      any state or the United States of America, authorized under such laws to
      exercise corporate trust powers, having a combined capital and surplus of at
      least $50,000,000 (or a member of a bank holding company whose capital and
      surplus is at least $50,000,000) and subject to supervision or examination
      by
      federal or state authority. If such corporation or association publishes reports
      of conditions at least annually, pursuant to law or to the requirements of
      the
      aforesaid supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07 of this Agreement.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Servicer, the
      Depositor or an affiliate of the Depositor unless the Securities Administrator
      is in an institutional trust department, (ii) must be authorized to exercise
      corporate trust powers under the laws of its jurisdiction of organization,
      and
      (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency,
      or
      the equivalent rating by S&P (or such rating acceptable to Fitch pursuant to
      a rating confirmation). If no successor securities administrator shall have
      been
      appointed and shall have accepted appointment within 60 days after Wells Fargo
      Bank, National Association, as Securities Administrator, ceases to be the
      securities administrator pursuant to this Section 9.06, then the Trustee
      shall petition any court of competent jurisdiction, at the expense of the Trust,
      for the appointment of a successor securities administrator which satisfies
      the
      eligibility criteria set forth herein. The Trustee shall notify the Rating
      Agencies of any change of Securities Administrator.

     

    SECTION
      9.07. Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign and be
      discharged from the trust hereby created by giving written notice thereof to
      the
      Depositor, to the Master Servicer, to the Securities Administrator (or the
      Trustee, if the Securities Administrator resigns), to the Certificateholders.
      Upon receiving such notice of resignation, the Depositor shall promptly appoint
      a successor trustee or successor securities administrator by written instrument,
      in duplicate, which instrument shall be delivered to the resigning Trustee
      or
      Securities Administrator, as applicable, and to the successor trustee or
      successor securities administrator, as applicable. A copy of such instrument
      shall be delivered to the Certificateholders, the Trustee, the Securities
      Administrator and the Master Servicer by the Depositor. If no successor trustee
      or successor securities administrator shall have been so appointed and have
      accepted appointment within thirty (30) days after the giving of such notice
      of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee, successor securities
      administrator, Trustee or Securities Administrator, as applicable.

     

    
      
        
        

      

      
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    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 of this Agreement and shall
      fail to resign after written request therefor by the Depositor, or if at any
      time the Trustee or the Securities Administrator shall become incapable of
      acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
      or the Securities Administrator or of its property shall be appointed, or any
      public officer shall take charge or control of the Trustee or the Securities
      Administrator or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Depositor may remove the Trustee or the
      Securities Administrator, as applicable and the Depositor shall appoint a
      successor trustee or successor securities administrator, as applicable, by
      written instrument, in duplicate, which instrument shall be delivered to the
      Trustee or the Securities Administrator so removed and to the successor trustee
      or successor securities administrator. A copy of such instrument shall be
      delivered to the Certificateholders, the Trustee, the Securities Administrator
      and the Master Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator by written instrument or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which instruments shall be delivered to
      the
      Depositor, one complete set to the Trustee or the Securities Administrator
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders, the Trustee (in the
      case of the removal of the Securities Administrator), the Securities
      Administrator (in the case of the removal of the Trustee) and the Master
      Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      securities administrator, as applicable, as provided in
      Section 9.08.

     

    Any
      Person appointed as successor trustee pursuant to Section 9.07 shall also be
      required to serve as successor supplemental interest trust trustee under the
      Class A Swap Agreement.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    SECTION
      9.08. Successor
      Trustee or Securities Administrator.

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 of this Agreement shall execute, acknowledge and deliver to
      the Depositor and its predecessor trustee or predecessor securities
      administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or predecessor securities
      administrator shall become effective and such successor trustee or successor
      securities administrator without any further act, deed or conveyance, shall
      become fully vested with all the rights, powers, duties and obligations of
      its
      predecessor hereunder, with the like effect as if originally named as trustee
      or
      securities administrator herein. The predecessor trustee or predecessor
      securities administrator shall deliver to the successor trustee or successor
      securities administrator all Mortgage Loan Documents and related documents
      and
      statements to the extent held by it hereunder, as well as all monies, held
      by it
      hereunder, and the Depositor and the predecessor trustee or predecessor
      securities administrator shall execute and deliver such instruments and do
      such
      other things as may reasonably be required for more fully and certainly vesting
      and confirming in the successor trustee or successor securities administrator
      all such rights, powers, duties and obligations.

     

    
      
        
        

      

      
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    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 9.06 and the appointment of such successor
      trustee or successor securities administrator shall not result in a downgrading
      of any Class of Certificates by any Rating Agency, as evidenced by a letter
      from
      each Rating Agency.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section, the Depositor shall mail notice
      of
      the succession of such trustee hereunder to all Holders of Certificates at
      their
      addresses as shown in the Certificate Register. If the Depositor fails to mail
      such notice within ten (10) days after acceptance of appointment by the
      successor trustee or successor securities administrator, the successor trustee
      or successor securities administrator shall cause such notice to be mailed
      at
      the expense of the Depositor.

     

    SECTION
      9.09. Merger
      or
      Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation or association into which the Trustee or the Securities
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Securities Administrator shall be
      a
      party, or any corporation or association succeeding to the business of the
      Trustee or the Securities Administrator shall be the successor of the Trustee
      or
      the Securities Administrator hereunder, provided such corporation or association
      shall be eligible under the provisions of Section 9.06 of this Agreement,
      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.

     

    SECTION
      9.10. Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    
      
        
        

      

      
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    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      IX.
      Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee, or separately,
      as
      may be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee or co-trustee.

     

    SECTION
      9.11. Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office located at Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, and presented for final distribution at the
      Corporate Trust Office of the Securities Administrator where notices and demands
      to or upon the Securities Administrator in respect of the Certificates and
      this
      Agreement may be served.

     

    
      
        
        

      

      
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    SECTION
      9.12. Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, Wells Fargo and the Depositor as applicable, as of the Closing
      Date, that:

     

    (i) It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii) The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii) It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv) This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v) It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    (vi) No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    
      
        
        

      

      
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    ARTICLE
      X


    TERMINATION

     

    SECTION
      10.01. Termination
      Upon Repurchase or Liquidation of All Mortgage Loans.

     

    (a) Subject
      to Section 10.02 of this Agreement, the respective obligations and
      responsibilities under this Agreement of the Depositor, the Master Servicer,
      the
      Securities Administrator, the Servicers and the Trustee (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      of this Agreement and of the Servicers to make remittances to the Securities
      Administrator and the Securities Administrator to make payments in respect
      of
      the REMIC I Regular Interests, REMIC II Regular Interests or the Classes of
      Certificates as hereinafter set forth) shall terminate upon payment to the
      Certificateholders and the deposit of all amounts held by or on behalf of the
      Trustee and required hereunder to be so paid or deposited on the Distribution
      Date coinciding with or following the earlier to occur of (i) the purchase
      by
      the Master Servicer of all Mortgage Loans and each REO Property remaining in
      REMIC I and (ii) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC
      I;
      provided, however, that in no event shall the trust created hereby continue
      beyond the earlier of (i) the expiration of 21 years from the death of the
      last
      survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
      United States to the Court of St. James, living on the date hereof and (ii)
      the
      Last Scheduled Distribution Date. The purchase by the Master Servicer of all
      Mortgage Loans and each REO Property remaining in REMIC I shall be at a price
      (the “Termination Price”) equal to the sum of (i) the greater of (A) the
      aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus
      the
      appraised value of each REO Property, if any, included in REMIC I, such
      appraisal to be conducted by an appraiser mutually agreed upon by the Master
      Servicer and the Trustee in their reasonable discretion and (B) the aggregate
      fair market value of all of the assets of REMIC I (as determined by the Master
      Servicer and the Trustee, as of the close of business on the third Business
      Day
      next preceding the date upon which notice of any such termination is furnished
      to Certificateholders pursuant to the third paragraph of this Section 10.01),
      (ii) any amounts due and owing to the Swap Provider under the Class A Swap
      Agreement and any previous swap provider as of the termination date (including
      a
      Swap Termination Payment owed to the Swap Provider in connection with such
      optional termination) plus (iii) any amounts due the Servicer and the Master
      Servicer in respect of unpaid Servicing Fees and outstanding P&I Advances
      and Servicing Advances. 

     

    (b) The
      Master Servicer shall have the right to purchase all of the Mortgage Loans
      and
      each REO Property remaining in REMIC I pursuant to clause (i) of the preceding
      paragraph no later than the Determination Date in the month immediately
      preceding the Distribution Date on which the Certificates will be retired;
      provided, however, that the Master Servicer may elect to purchase all of the
      Mortgage Loans on a servicing retained basis and each REO Property remaining
      in
      REMIC I pursuant to clause (i) above only if the aggregate Scheduled Principal
      Balance of the Mortgage Loans and each REO Property remaining in the Trust
      Fund
      at the time of such election is reduced to less than or equal to 10% of the
      aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off
      Date. By acceptance of the Residual Certificates, the Holder of the Residual
      Certificates agrees, in connection with any termination hereunder, to assign
      and
      transfer any portion of the Termination Price in excess of par, and to the
      extent received in respect of such termination, to pay any such amounts to
      the
      Certificateholders.

     

    
      
        
        

      

      
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    (c) Two
      (2)
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.01(f), (i) the Master Servicer shall, no later
      than 1:00 pm New York City time on such day, deposit funds in the Distribution
      Account in an amount equal to the sum of the Termination Price, and (ii) if
      the
      Securities Administrator shall have determined that the aggregate Scheduled
      Principal Balance of all of the Mortgage Loans as of the related Determination
      Date is not more than 10% of the aggregate Principal Balance of the Mortgage
      Loans as of the Cut-off Date and that all other requirements of the optional
      termination have been met, including without limitation, the deposit required
      pursuant to the immediately preceding clause (i) as well as the requirements
      specified in Section 10.02, then the Securities Administrator shall, on the
      same
      Business Day, provide written notice to the Depositor, the Master Servicer,
      the
      Servicer, the Supplemental Interest Trust Trustee, the Trustee and the Swap
      Provider confirming (in accordance with the applicable provisions of the Swap
      Agreement) (a) its receipt of the Termination Price and (b) that all other
      requirements of the optional termination have been met. 

     

    (d) Notice
      of
      the liquidation of the Certificates shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed (a) in the event such
      notice is given in connection with the purchase of the Mortgage Loans and each
      REO Property by the Master Servicer, not earlier than the 15th day and not
      later
      than the 25th day of the month next preceding the month of the final
      distribution on the Certificates or (b) otherwise during the month of such
      final
      distribution on or before the Determination Date in such month, in each case
      specifying (i) the Distribution Date upon which the Trust Fund will terminate
      and the final payment in respect of the REMIC I Regular Interests or the
      Certificates will be made upon presentation and surrender of the related
      Certificates at the office of the Securities Administrator therein designated,
      (ii) the amount of any such final payment, (iii) that no interest shall accrue
      in respect of the REMIC I Regular Interests or Certificates from and after
      the
      Interest Accrual Period relating to the final Distribution Date therefor and
      (iv) that the Record Date otherwise applicable to such Distribution Date is
      not
      applicable, payments being made only upon presentation and surrender of the
      Certificates at the office of the Securities Administrator. In the event such
      notice is given in connection with the purchase of all of the Mortgage Loans
      and
      each REO Property remaining in REMIC I by the Master Servicer, the Master
      Servicer shall deliver to the Securities Administrator for deposit in the
      Distribution Account not later than the Business Day prior to the Distribution
      Date on which the final distribution on the Certificates an amount in
      immediately available funds equal to the above-described Termination Price.
      The
      Securities Administrator shall remit to the Servicer, the Master Servicer,
      the
      Trustee and the Custodian from such funds deposited in the Distribution Account
      (i) any amounts which the Servicer would be permitted to withdraw and retain
      from the Collection Account pursuant to Section 3.09 of this Agreement, as
      applicable, as if such funds had been deposited therein (including all unpaid
      Servicing Fees, Master Servicing Fees and all outstanding P&I Advances and
      Servicing Advances) and (ii) any other amounts otherwise payable by the
      Securities Administrator to the Master Servicer, the Trustee, the Custodian,
      the
      Servicer and the Swap Provider from amounts on deposit in the Distribution
      Account pursuant to the terms of this Agreement prior to making any final
      distributions pursuant to Section 10.01(e) below. Upon certification to the
      Trustee by the Securities Administrator of the making of such final deposit,
      the
      Trustee shall promptly release or cause to be released to the Master Servicer
      the Mortgage Files for the remaining Mortgage Loans, and Trustee shall execute
      all assignments, endorsements and other instruments delivered to it and
      necessary to effectuate such transfer.

     

    
      
        
        

      

      
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    (e) Upon
      presentation of the Certificates by the Certificateholders on the final
      Distribution Date, the Securities Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with
      Section 5.01 in respect of the Certificates so presented and surrendered.
      Any funds not distributed to any Holder or Holders of Certificates being retired
      on such Distribution Date because of the failure of such Holder or Holders
      to
      tender their Certificates shall, on such date, be set aside and held in trust
      and credited to the account of the appropriate non-tendering Holder or Holders.
      If any Certificates as to which notice has been given pursuant to this
      Section 10.01 shall not have been surrendered for cancellation within six
      months after the time specified in such notice, the Securities Administrator
      shall mail a second notice to the remaining non-tendering Certificateholders
      to
      surrender their Certificates for cancellation in order to receive the final
      distribution with respect thereto. If within one year after the second notice
      all such Certificates shall not have been surrendered for cancellation, the
      Securities Administrator shall, directly or through an agent, mail a final
      notice to the remaining non-tendering Certificateholders concerning surrender
      of
      their Certificates. The costs and expenses of maintaining the funds in trust
      and
      of contacting such Certificateholders shall be paid out of the assets remaining
      in the trust funds. If within one (1) year after the final notice any such
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator shall pay to the Depositor all such amounts, and all rights of
      non-tendering Certificateholders in or to such amounts shall thereupon cease.
      No
      interest shall accrue or be payable to any Certificateholder on any amount
      held
      in trust by the Securities Administrator as a result of such Certificateholder’s
      failure to surrender its Certificate(s) on the final Distribution Date for
      final
      payment thereof in accordance with this Section 10.01. Any such amounts
      held in trust by the Securities Administrator shall be held uninvested in an
      Eligible Account.

     

    SECTION
      10.02. Additional
      Termination Requirements.

     

    (a) In
      the
      event that the Master Servicer purchases all the Mortgage Loans and each REO
      Property or the final payment on or other liquidation of the last Mortgage
      Loan
      or REO Property remaining in REMIC I pursuant to Section 10.01, the Trust
      Fund shall be terminated in accordance with the following additional
      requirements:

     

    (i) The
      Securities Administrator shall specify the first day in the 90-day liquidation
      period in a statement attached to each Trust REMIC’s final Tax Return pursuant
      to Treasury regulation Section 1.860F-1 and shall satisfy all requirements
      of a qualified liquidation under Section 860F of the Code and any
      regulations thereunder, as evidenced by an Opinion of Counsel obtained by and
      at
      the expense of the Master Servicer;

     

    (ii) During
      such 90-day liquidation period and, at or prior to the time of making of the
      final payment on the Certificates, the Trustee shall sell all of the assets
      of
      REMIC I to the Master Servicer for cash; and

     

    
      
        
        

      

      
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    (iii) At
      the
      time of the making of the final payment on the Certificates, the Securities
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Residual Certificates all cash on hand in the
      Trust Fund (other than cash retained to meet claims), and the Trust Fund shall
      terminate at that time.

     

    (b) At
      the
      expense of the Master Servicer (or, if the Trust Fund is being terminated as
      a
      result of the occurrence of the event described in clause (ii) of the first
      paragraph of Section 10.01, at the expense of the Trust Fund), the Master
      Servicer shall prepare or cause to be prepared the documentation required in
      connection with the adoption of a plan of liquidation of each Trust REMIC
      pursuant to this Section 10.02.

     

    (c) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Securities Administrator to specify the 90-day liquidation period for each
      Trust
      REMIC, which authorization shall be binding upon all successor
      Certificateholders.

     

    
      
        
        

      

      
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    ARTICLE
      XI

     

    REMIC
      PROVISIONS

     

    SECTION
      11.01. REMIC
      Administration.

     

    (a) The
      Securities Administrator shall elect to treat each Trust REMIC as a REMIC under
      the Code and, if necessary, under applicable state law. Each such election
      will
      be made by the Securities Administrator on Form 1066 or other appropriate
      federal tax or information return or any appropriate state return for the
      taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I, the REMIC I Regular Interests shall be designated as the Regular
      Interests in REMIC I and the Class R-I Interest shall be designated as the
      “residual interests” in REMIC I. For the purposes of the REMIC election in
      respect of REMIC II, the REMIC II Regular Interests shall be designated as
      the
      Regular Interests in REMIC II and the Class R-II Interest shall be designated
      as
      the “residual interests” in REMIC II. The Class A Certificates and the
      Subordinate Certificates (exclusive of any right of the holder of such
      certificates to receive payments or any obligation to make payments in respect
      of Net WAC Rate Carryover Amounts or with respect to the Supplemental Interest
      Trust) and the Class IO Interest shall be designated as the Regular Interests
      in
      REMIC III and the Class R-III Interest shall be designated as the Residual
      Interests in REMIC III. The Trustee shall not permit the creation of any
“interests” in each Trust REMIC (within the meaning of Section 860G of the
      Code) other than the REMIC I Regular Interests, the REMIC II Regular Interests,
      the Regular Certificates, the Class IO Interest and the interests represented
      by
      the Certificates.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      within the meaning of Section 860G(a)(9) of the Code.

     

    (c) The
      Securities Administrator shall be reimbursed for any and all expenses relating
      to any tax audit of the Trust Fund (including, but not limited to, any
      professional fees or any administrative or judicial proceedings with respect
      to
      each Trust REMIC that involve the Internal Revenue Service or state tax
      authorities), including the expense of obtaining any tax related Opinion of
      Counsel except as specified herein. The Securities Administrator, as agent
      for
      each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund
      in relation to any tax matter or controversy involving any Trust REMIC and
      (ii)
      represent the Trust Fund in any administrative or judicial proceeding relating
      to an examination or audit by any governmental taxing authority with respect
      thereto. The holder of the largest Percentage Interest of each Class of Residual
      Certificates shall be designated, in the manner provided under Treasury
      regulations section 1.860F-4(d) and Treasury regulations section
      301.6231(a)(7)-1, as the tax matters person of the related REMIC created
      hereunder. By their acceptance thereof, the holder of the largest Percentage
      Interest of the Residual Certificates hereby agrees to irrevocably appoint
      the
      Securities Administrator or an Affiliate as its agent to perform all of the
      duties of the tax matters person for the Trust Fund.

     

    (d) The
      Securities Administrator shall prepare and file and the Trustee shall sign
      all
      of the Tax Returns in respect of each REMIC created hereunder. The expenses
      of
      preparing and filing such returns shall be borne by the Securities Administrator
      without any right of reimbursement therefor.

     

    
      
        
        

      

      
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    (e) The
      Securities Administrator shall perform on behalf of each Trust REMIC all
      reporting and other tax compliance duties that are the responsibility of such
      REMIC under the Code, the REMIC Provisions or other compliance guidance issued
      by the Internal Revenue Service or any state or local taxing authority. Among
      its other duties, as required by the Code, the REMIC Provisions or other such
      compliance guidance, the Securities Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee upon receipt of additional reasonable
      compensation, (ii) to the Certificateholders such information or reports as
      are
      required by the Code or the REMIC Provisions including reports relating to
      interest, original issue discount and market discount or premium (using the
      Prepayment Assumption as required) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of each Trust REMIC. The Depositor shall provide or cause to
      be
      provided to the Securities Administrator, within ten (10) days after the Closing
      Date, all information or data that the Securities Administrator reasonably
      determines to be relevant for tax purposes as to the valuations and issue prices
      of the Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flow of the Certificates.

     

    (f) To
      the
      extent in the control of the Trustee or the Securities Administrator, each
      such
      Person (i) shall take such action and shall cause each REMIC created hereunder
      to take such action as shall be necessary to create or maintain the status
      thereof as a REMIC under the REMIC Provisions, (ii) shall not take any action,
      cause the Trust Fund to take any action or fail to take (or fail to cause to
      be
      taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (A) endanger the status of each Trust REMIC as a REMIC
      or
      (B) result in the imposition of a tax upon the Trust Fund (including but not
      limited to the tax on prohibited transactions as defined in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC
      Event”) unless such action or inaction is permitted under this Agreement or the
      Trustee and the Securities Administrator have received an Opinion of Counsel,
      addressed to the them (at the expense of the party seeking to take such action
      but in no event at the expense of the Trustee or the Securities Administrator)
      to the effect that the contemplated action will not, with respect to any Trust
      REMIC, endanger such status or result in the imposition of such a tax, nor
      (iii)
      shall the Securities Administrator take or fail to take any action (whether
      or
      not authorized hereunder) as to which the Trustee has advised it in writing
      that
      it has received an Opinion of Counsel to the effect that an Adverse REMIC Event
      could occur with respect to such action; provided that the Securities
      Administrator may conclusively rely on such Opinion of Counsel and shall incur
      no liability for its action or failure to act in accordance with such Opinion
      of
      Counsel. In addition, prior to taking any action with respect to any Trust
      REMIC
      or the respective assets of each, or causing any Trust REMIC to take any action,
      which is not contemplated under the terms of this Agreement, the Securities
      Administrator will consult with the Trustee or its designee, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC, and the Securities Administrator shall not take
      any
      such action or cause any Trust REMIC to take any such action as to which the
      Trustee has advised it in writing that an Adverse REMIC Event could occur.
      The
      Trustee may consult with counsel (and conclusively rely upon the advice of
      such
      counsel) to make such written advice, and the cost of same shall be borne by
      the
      party seeking to take the action not permitted by this Agreement, but in no
      event shall such cost be an expense of the Trustee.

     

    
      
        
        

      

      
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    (g) In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income
      from foreclosure property” of such REMIC as defined in Section 860G(c) of
      the Code, on any contributions to any such REMIC after the Startup Day therefor
      pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
      Code or any applicable provisions of state or local tax laws, such tax shall
      be
      charged (i) to the Trustee pursuant to Section 11.03 of this Agreement, if
      such tax arises out of or results from a breach by the Trustee of any of its
      obligations under this Article XI, (ii) to the Securities Administrator pursuant
      to Section 11.03 of this Agreement, if such tax arises out of or results
      from a breach by the Securities Administrator of any of its obligations under
      this Article XI, (iii) to the Master Servicer pursuant to Section 11.03 of
      this Agreement, if such tax arises out of or results from a breach by the Master
      Servicer of any of its obligations under Article IV or under this Article XI,
      (iv) to Wells Fargo pursuant to Section 11.03 of this Agreement, if such
      tax arises out of or results from a breach by the Servicer of any of its
      obligations under Article III or under this Article XI, or (v) in all other
      cases, against amounts on deposit in the Distribution Account and shall be
      paid
      by withdrawal therefrom.

     

    (h) The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each Trust REMIC on a calendar year and on an
      accrual basis.

     

    (i) Following
      the Startup Day, neither the Securities Administrator nor the Trustee shall
      accept any contributions of assets to any Trust REMIC other than in connection
      with any Qualified Substitute Mortgage Loan delivered in accordance with
      Section 2.03 unless it shall have received an Opinion of Counsel to the
      effect that the inclusion of such assets in the Trust Fund will not cause the
      related REMIC to fail to qualify as a REMIC at any time that any Certificates
      are outstanding or subject such REMIC to any tax under the REMIC Provisions
      or
      other applicable provisions of federal, state and local law or
      ordinances.

     

    (j) Neither
      the Trustee nor the Securities Administrator shall knowingly enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either REMIC to receive any income from assets other
      than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    (k) The
      Securities Administrator shall apply for an employer identification number
      with
      the Internal Revenue Service via a Form SS-4 or other comparable method for
      each
      REMIC. In connection with the foregoing, the Securities Administrator shall
      provide the name and address of the person who can be contacted to obtain
      information required to be reported to the holders of Regular Interests in
      each
      REMIC as required by IRS Form 8811.

     

    
      
        
        

      

      
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    SECTION
      11.02. Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, Wells Fargo, the Securities Administrator, the Master Servicer
      or
      the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
      (except in connection with (i) the foreclosure of a Mortgage Loan, including
      but
      not limited to, the acquisition or sale of a Mortgaged Property acquired by
      deed
      in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination
      of
      REMIC I pursuant to Article X of this Agreement, (iv) a substitution pursuant
      to
      Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
      Article II of this Agreement), nor acquire any assets for any Trust REMIC (other
      than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell
      or
      dispose of any investments in the Collection Account, the Custodial Account
      or
      the Distribution Account for gain, nor accept any contributions to any Trust
      REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan
      delivered in accordance with Section 2.03), unless it has received an
      Opinion of Counsel, addressed to the Trustee and the Securities Administrator
      (at the expense of the party seeking to cause such sale, disposition,
      substitution, acquisition or contribution but in no event at the expense of
      the
      Trustee) that such sale, disposition, substitution, acquisition or contribution
      will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b)
      cause any Trust REMIC to be subject to a tax on “prohibited transactions” or
“contributions” pursuant to the REMIC Provisions.

     

    SECTION
      11.03. Indemnification.

     

    (a) The
      Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund,
      the Depositor, the Master Servicer, the Securities Administrator or the
      Servicers including, without limitation, any reasonable attorneys fees imposed
      on or incurred by the Trust Fund, the Depositor, the Master Servicer, the
      Securities Administrator or a Servicer as a result of the Trustee’s failure to
      perform its covenants set forth in this Article XI in accordance with the
      standard of care of the Trustee set forth in this Agreement.

     

    (b) Wells
      Fargo agrees to indemnify the Trust Fund, the Depositor, the Master Servicer,
      the Securities Administrator and the Trustee for any taxes and costs including,
      without limitation, any reasonable attorneys’ fees imposed on or incurred by the
      Trust Fund, the Depositor, the Master Servicer, the Securities Administrator
      or
      the Trustee, as a result of the Servicer’s failure to perform its covenants set
      forth in Article III in accordance with the standard of care of the Servicer
      set
      forth in this Agreement.

     

    (c) The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, Wells Fargo
      and the Trustee for any taxes and costs including, without limitation, any
      reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, Wells Fargo or the Trustee, as a result of the Master Servicer’s
      failure to perform its covenants set forth in Article IV in accordance with
      the
      standard of care of the Master Servicer set forth in this
      Agreement.

     

    (d) The
      Securities Administrator agrees to be liable for any taxes and costs incurred
      by
      the Trust Fund, the Depositor, Wells Fargo or the Trustee including any
      reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, Wells Fargo or the Trustee as a result of the Securities
      Administrator’s failure to perform its covenants set forth in 

    
      
        
        

      

      
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    this
      Article XI in accordance with the standard of care of the Securities
      Administrator set forth in this Agreement.

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
      XII


    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01. Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, Wells Fargo, the
      Master Servicer, the Securities Administrator and the Trustee but without the
      consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
      (ii) to correct, modify or supplement any provisions herein (including to give
      effect to the expectations of Certificateholders), (iii) to ensure compliance
      with Regulation AB or (iv) to make any other provisions with respect to matters
      or questions arising under this Agreement which shall not be inconsistent with
      the provisions of this Agreement and that such action shall not, as evidenced
      by
      an Opinion of Counsel delivered to the Trustee, adversely affect in any material
      respect the interests of any Certificateholder; provided that any such amendment
      shall be deemed not to adversely affect in any material respect the interests
      of
      the Certificateholders and no such Opinion of Counsel shall be required if
      the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates. No amendment shall
      be
      deemed to adversely affect in any material respect the interests of any
      Certificateholder who shall have consented thereto, and no Opinion of Counsel
      shall be required to address the effect of any such amendment on any such
      consenting Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, Wells Fargo,
      the Master Servicer, the Securities Administrator and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights for the purpose of adding any provisions to or changing in any manner
      or
      eliminating any of the provisions of this Agreement or of modifying in any
      manner the rights of the Holders of Certificates; provided, however, that no
      such amendment shall (i) reduce in any manner the amount of, or delay the timing
      of, payments received on Mortgage Loans which are required to be distributed
      on
      any Certificate without the consent of the Holder of such Certificate, (ii)
      adversely affect in any material respect the interests of the Holders of any
      Class of Certificates in a manner, other than as described in (i), without
      the
      consent of the Holders of Certificates of such Class evidencing at least 66%
      of
      the Voting Rights allocated to such Class, or (iii) modify the consents required
      by the immediately preceding clauses (i) and (ii) without the consent of the
      Holders of all Certificates then outstanding. Notwithstanding any other
      provision of this Agreement, for purposes of the giving or withholding of
      consents pursuant to this Section 12.01, Certificates registered in the
      name of the Depositor or a Servicer or any Affiliate thereof shall be entitled
      to Voting Rights with respect to matters affecting such Certificates. Without
      limiting the generality of the foregoing, any amendment to this Agreement
      required in connection with the compliance with or the clarification of any
      reporting obligations described in Section 5.06 hereof shall not require
      the consent of any Certificateholder and without the need for any Opinion of
      Counsel or Rating Agency confirmation.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel to the effect that such amendment is permitted hereunder, that all
      conditions precedent to the execution of such amendment have been satisfied,
      and
      that such amendment will not result in the imposition of any tax on any Trust
      REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to
      qualify as a REMIC at any time that any Certificates are
      outstanding.

     

    
      
        
        

      

      
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    Promptly
      after the execution of any such amendment the Trustee shall furnish a copy
      of
      such amendment to each Certificateholder.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 to approve the particular form of any proposed amendment, but
      it shall be sufficient if such consent shall approve the substance thereof.
      The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 12.01
      shall be borne by the Person seeking the related amendment, but in no event
      shall such Opinion of Counsel be an expense of the Trustee.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment pursuant
      to
      this Section that affects its rights, duties and immunities under this
      Agreement or otherwise.

     

    Notwithstanding
      any of the other provisions of this Section 12.01, none of the parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of the Swap
      Provider hereunder (excluding, for the avoidance of doubt, any amendment to
      the
      Pooling and Servicing Agreement that is entered into solely for the purpose
      of
      appointing a successor servicer, master servicer, securities administrator,
      trustee or other service provider) without the prior written consent of the
      Swap
      Provider, which consent shall not be unreasonably withheld, conditioned or
      delayed.

     

    SECTION
      12.02. Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Depositor at the expense
      of
      the Certificateholders, but only upon direction of the Trustee accompanied
      by an
      Opinion of Counsel (which Opinion of Counsel shall not be at the expense of
      the
      Trustee) to the effect that such recordation materially and beneficially affects
      the interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    
      
        
        

      

      
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    SECTION
      12.03. Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of any of the Certificates, be construed
      so
      as to constitute the Certificateholders from time to time as partners or members
      of an association; nor shall any Certificateholder be under any liability to
      any
      third person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee, for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder. and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatsoever by virtue of any provision of
      this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, or to enforce any right under this Agreement, except
      in the manner herein provided and for the equal, ratable and common benefit
      of
      all Certificateholders. For the protection and enforcement of the provisions
      of
      this Section, each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    SECTION
      12.04. Governing
      Law.

     

    This
      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 without regard to conflicts of laws
      principles thereof other than Section 5-1401 of the New York General
      Obligations Law which shall govern.

     

    SECTION
      12.05. Notices.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received if sent by facsimile, receipt
      confirmed, if personally delivered at or mailed by first class mail, postage
      prepaid, or by express delivery service or delivered in any other manner
      specified herein, to (a) in
      the
      case of the Depositor, MortgageIT Securities Corp., 33 Maiden Lane, New York,
      New York, 10038, Attention: Andy Occhino, Secretary (facsimile number: (212)
      651-4745), with a copy to Deutsche Bank Securities, Inc., 60
      Wall
      Street, New York, New York, Attention: Legal Department (telecopy number: (212)
      797-4561), or such other address or telecopy number as may hereafter be
      furnished to the Servicer, the Master Servicer, the Securities Administrator
      and
      the Trustee in writing by the Depositor, (b) in the case of the Master Servicer
      and the Securities Administrator, P.O. Box 98, Columbia, Maryland 21046 and
      for
      overnight delivery to 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention: MortgageIT Securities Corp., 2007-2 (telecopy number: (410)
      715-2380), or such other address or telecopy number as may hereafter be
      furnished to the Trustee, the Depositor and the Servicer in writing by the
      Master Servicer or the Securities Administrator, (c) in the case of the Trustee,
      at the Corporate Trust Office or such other address or telecopy number as the
      Trustee may hereafter be furnish to the Servicer, the Master Servicer, the
      Securities Administrator and the Depositor in writing by the Trustee and (d)
      in
      the case of Wells Fargo, Wells Fargo Bank, National Association, One Home
      Campus, Des Moines, Iowa, 50328-0001, Attention: John Brown MAC# X2303-033,
      Facsimile No. (515) 324-3118, with a copy to: Wells Fargo Bank, N.A., 1 Home
      Campus, Des Moines, Iowa, 50328-0001, Attention: General Counsel MAC# X2401-06T,
      or such other address or telecopy number as may hereafter be furnished to the
      Trustee, the Master Servicer, the Securities Administrator and the Depositor
      in
      writing by Wells Fargo. Any notice required or permitted to be given to a
      Certificateholder shall be given by first class mail, postage prepaid, at the
      address of such Holder as shown in the Certificate Register; provided, that
      any
      notice required or permitted to be given to a Holder of a Designated Certificate
      shall also be given to the related Designated Entity, at the address of such
      Designated Entity specified in the notice delivered to the Securities
      Administrator and the Trustee (as specified in the definition of “Designated
      Entity”). Any notice so mailed within the time prescribed in this Agreement
      shall be conclusively presumed to have been duly given when mailed, whether
      or
      not the Certificateholder or such Designated Entity receives such notice. A
      copy
      of any notice required to be telecopied hereunder also shall be mailed to the
      appropriate party in the manner set forth above.

     

    
      
        
        

      

      
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    SECTION
      12.06. Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this 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 Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    SECTION
      12.07. Notice
      to
      Rating Agencies.

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies with respect to each of the following of which a Responsible Officer
      has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    
      
        
        

      

      
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    2. The
      occurrence of any Servicer Event of Default or Master Servicer Event of Default
      that has not been cured or waived;

     

    3. The
      resignation or termination of a Servicer, the Master Servicer or the
      Trustee;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03 of this Agreement;

     

    5. The
      final
      payment to the Holders of any Class of Certificates; 

     

    6. Any
      change in the location of the Distribution Account; and

     

    7. Any
      even
      that would result in the inability of the Trustee as successor to the Servicer
      hereunder to make advances regarding delinquent Mortgage Loans.

     

    In
      addition, the Securities Administrator shall promptly make available to each
      Rating Agency copies of each report to Certificateholders described in
      Section 5.02 of this Agreement.

     

    The
      Servicer shall make available to each Rating Agency copies of the
      following:

     

    1. Each
      annual statement of compliance described in Section 3.17 of this Agreement;


     

    2. Each
      assessment of compliance and attestation report described in Section 3.18
      of this Agreement; and

     

    3. Any
      change in the location of the Collection Account.

     

    Any
      such
      notice pursuant to this Section 12.07 shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service to Standard &
Poor’s, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New
      York, New York 10041; to Moody’s Investors Service, Inc., 99 Church Street, New
      York, New York 10007; and to DBRS, Inc., 140 Broadway, 35th
      Floor,
      New York, New York 10005, or such other addresses as the Rating Agencies may
      designate in writing to the parties hereto.

     

    SECTION
      12.08. Article
      and Section References.

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    SECTION
      12.09. Grant
      of
      Security Interest.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders, be, and be construed as, a sale of the Mortgage Loans
      by
      the Depositor and not a pledge of the Mortgage Loans to secure a debt or other
      obligation of the Depositor. However, in the event that, notwithstanding the
      aforementioned intent of the parties, the Mortgage Loans are held to be property
      of the Depositor, then, (a) it is the express intent of the parties that such
      conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
      Trustee, on behalf of the Trust and for the benefit of the Certificateholders,
      to secure a debt or other obligation of the Depositor and (b)(1) this Agreement
      shall also be deemed to be a security agreement within the meaning of Articles
      8
      and 9 of the Uniform Commercial Code as in effect from time to time in the
      State
      of New York; (2) the conveyance provided for in Section 2.01 shall be
      deemed to be a grant by the Depositor to the Trustee, on behalf of the Trust
      and
      for the benefit of the Certificateholders, of a security interest in all of
      the
      Depositor’s right, title and interest in and to the Mortgage Loans and all
      amounts payable to the holders of the Mortgage Loans in accordance with the
      terms thereof and all proceeds of the conversion, voluntary or involuntary,
      of
      the foregoing into cash, instruments, securities or other property, including
      without limitation all amounts, other than investment earnings, from time to
      time held or invested in the Collection Account and the Distribution Account,
      whether in the form of cash, instruments, securities or other property; (3)
      the
      obligations secured by such security agreement shall be deemed to be all of
      the
      Depositor’s obligations under this Agreement, including the obligation to
      provide to the Certificateholders the benefits of this Agreement relating to
      the
      Mortgage Loans and the Trust Fund; and (4) notifications to persons holding
      such
      property, and acknowledgments, receipts or confirmations from persons holding
      such property, shall be deemed notifications to, or acknowledgments, receipts
      or
      confirmations from, financial intermediaries, bailees or agents (as applicable)
      of the Trustee for the purpose of perfecting such security interest under
      applicable law. Accordingly, the Depositor hereby grants to the Trustee, on
      behalf of the Trust and for the benefit of the Certificateholders, a security
      interest in the Mortgage Loans and all other property described in clause (2)
      of
      the preceding sentence, for the purpose of securing to the Trustee the
      performance by the Depositor of the obligations described in clause (3) of
      the
      preceding sentence. Notwithstanding the foregoing, the parties hereto intend
      the
      conveyance pursuant to Section 2.01 to be a true, absolute and
      unconditional sale of the Mortgage Loans and assets constituting the Trust
      Fund
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders.

     

    
      
        
        

      

      
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    SECTION
      12.10. Survival
      of Indemnification.

     

    Any
      and
      all indemnities to be provided by any party to this Agreement shall survive
      the
      termination and resignation of any party hereto and the termination of this
      Agreement.

     

    SECTION
      12.11. Servicing
      Agreement.

     

    With
      respect to the Servicing Agreement, in the event of any conflicts between the
      provisions of this Agreement and the provisions of the Servicing Agreement,
      the
      provisions of such Servicing Agreement shall control.

     

    SECTION
      12.12. Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 3.18,
      3.19, 4.15, 4.16, 4.17, 4.18 and 5.06 of this Agreement is to facilitate
      compliance by the Sponsor, the Master Servicer, the Securities Administrator
      and
      the Depositor with the provisions of Regulation AB promulgated by the Commission
      under the Exchange Act (17 C.F.R. §§ 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 Commission 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 and (c) the parties shall comply with requests made by the Master
      Servicer, Securities Administrator, Sponsor or the Depositor for delivery of
      additional or different information as the Master Servicer, Securities
      Administrator, Sponsor or the Depositor may determine in good faith is necessary
      to comply with the provisions of Regulation AB. 

     

    
      
        
        

      

      
        194

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.13. Indemnification.

     

    Each
      of
      the Depositor, Master Servicer, Securities Administrator, Wells Fargo and any
      Servicing Function Participant engaged by such party, respectively, shall
      indemnify and hold harmless the Master Servicer, the Securities Administrator
      and the Depositor, respectively, and each of its directors, officers, employees,
      agents, and affiliates from and against any and all claims, losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon (a) any
      breach by such party of any if its obligations under hereunder, including
      particularly its obligations to provide any assessment of compliance,
      attestation report, annual statement of compliance or any information, data
      or
      materials required to be included in any 1934 Act report, (b) any material
      misstatement or omission in any information, data or materials provided by
      such
      party (or, in the case of the Securities Administrator or Master Servicer,
      any
      material misstatement or material omission in (i) any assessment of compliance,
      attestation report or annual statement of compliance delivered by it, or by
      any
      Servicing Function Participant engaged by it, pursuant to this Agreement, or
      (ii) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure or
      Form 8-K Disclosure concerning the Master Servicer or the Securities
      Administrator), or (c) the negligence, bad faith or willful misconduct of such
      indemnifying party in connection with its performance hereunder. If the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Master Servicer, the Securities Administrator or the Depositor,
      as
      the case may be, then each such party agrees that it shall contribute to the
      amount paid or payable by the Master Servicer, the Securities Administrator
      or
      the Depositor, as applicable, as a result of any claims, losses, damages or
      liabilities incurred by such party in such proportion as is appropriate to
      reflect the relative fault of the indemnified party on the one hand and the
      indemnifying party on the other. This indemnification shall survive the
      termination of this Agreement or the termination of any party to this
      Agreement.

     

    SECTION
      12.14. The
      Swap
      Provider and Designated Entity as Third Party Beneficiaries.

     

    The
      Swap
      Provider and the Designated Entity shall
      each be an express third-party beneficiary of this Agreement to the extent
      of
      each such entity’s express rights to receive any payments under this Agreement
      or any other express
      rights of
      the
Swap
      Provider or the Designated Entity, as applicable, explicitly
      stated in this Agreement,
      and each
      shall have the right to enforce its rights under this Agreement as if it were
      a
      party hereto.

     

    
      
        
        

      

      
        195

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Depositor, Wells Fargo, the Master Servicer, the Securities
      Administrator and the Trustee have caused their names to be signed hereto by
      their respective officers thereunto duly authorized, in each case as of the
      day
      and year first above written.

    
      	 	 	 
	 	
              MORTGAGEIT
                SECURITIES CORP.,

              as
                Depositor

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Doug
              Naidus
	 	
              
Name:
              Doug Naidus
	 	Title:
              President


    

    
      	 	 	 

	
            	By:  	/s/
              Robert Gulz
	 	
              
Name:
              Robert Gulz
	 	Title:
              Treasurer


    

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                a Servicer

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Laurie McGoogan
	 	
              
Name:
              Laurie McGoogan
	 	Title:
              Vice President


    

     

    
      	 	 	 
	 	
              HSBC
                BANK USA, NATIONAL ASSOCIATION

              not
                in its individual capacity but solely as Trustee

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Elena Zheng
	 	
              
Name:
              Elena Zheng
	 	Title:
              Assistant Vice President


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	 	 	 
	 	
                
                  WELLS
                    FARGO BANK, NATIONAL ASSOCIATION

                  as
                    Master Servicer and Securities Administrator

                

              
	 
 	 
 	 
 
	
              	By:  	/s/
                Stacey M. Taylor
	 	
                
Name:
                Stacey M. Taylor
	 	Title:
                Vice President


      

    

     

    
      	 	 	 
	 	
              Acknowledged and Agreed for purposes
                of
                

              Section 9.05:

            
	 	 
	 	
              DB
                STRUCTURED PRODUCTS, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Ernest Calabrese
	 	
              
Name:
              Ernest Calabrese
	 	Title:
              Director


    

    
      
        	 	 	
                 

                 

              
	
              	By:  	/s/
                Rika
                Yano
	 	
                

                Name:
                  Rika Yano

              
	 	Title:
                Vice President


      

       

      
        	 	 	 
	 	
                Acknowledged
                  and Agreed for purposes of 

                Sections 7.08,
                  7.09 and 7.10:

              
	 	 
	 	
                CLAYTON
                  FIXED INCOME SERVICES INC.

              
	 
 	 
 	 
 
	
              	By:  	/s/
                Kevin J. Kanouff
	 	
                
Name:
                Kevin J. Kanouff
	 	Title:
                President


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


    On
      the
      ___ day of August 2007, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of MortgageIT Securities Corp., one of the entities that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

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

     

    
      	 	 
	 	
              Notary
                Public

            
	 	
               

               

            
	[Notarial Seal]	My commission
              expires


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


    On
      the
      ___ day of August 2007, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of MortgageIT Securities Corp., one of the entities that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

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

    
       

      
        	 	 
	 	
                Notary
                  Public

              
	 	
                 

                 

              
	[Notarial Seal]	My commission
                expires


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


    On
      the
      ___ day of August 2007, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of Wells Fargo Bank, National Association, one of the
      entities that executed the within instrument, and also known to me to be the
      person who executed it on behalf of said national banking association, and
      acknowledged to me that such national banking association executed the within
      instrument.

     

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

    
       

      
        	 	 
	 	
                Notary
                  Public

              
	 	
                 

                 

              
	[Notarial Seal]	My commission
                expires


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


    On
      the
      ___ day of August 2007, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of Wells Fargo Bank, National Association, one of the
      entities that executed the within instrument, and also known to me to be the
      person who executed it on behalf of said limited liability company, and
      acknowledged to me that such limited liability company executed the within
      instrument.

     

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

    
       

      
        	 	 
	 	
                Notary
                  Public

              
	 	
                 

                 

              
	[Notarial Seal]	My commission
                expires


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


    On
      the
      ___ day of August 2007, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of HSBC Bank USA, National Association, one of the
      entities that executed the within instrument, and also known to me to be the
      person who executed it on behalf of said national banking association, and
      acknowledged to me that such national banking association executed the within
      instrument.

     

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

    
       

      
        	 	 
	 	
                Notary
                  Public

              
	 	
                 

                 

              
	[Notarial Seal]	My commission
                expires


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-[1][2] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    PRIOR
      TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
      THIS
      CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(c)
      OF THE AGREEMENT REFERRED TO HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
      OF
      THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
      BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     

    [FOR
      THE CLASS A-1 CERTIFICATES: [VOTING RIGHTS THAT WOULD OTHERWISE BE ALLOCABLE
      TO
      THE HOLDERS OF THIS CERTIFICATE WILL NOT BE EXERCISABLE BY SUCH HOLDERS BUT
      INSTEAD WILL BE EXERCISABLE ONLY BY AN ENTITY (OTHER THAN THE DEPOSITOR OR
      THE
      SPONSOR) TO BE DESIGNATED BY THE UNDERWRITER IN WRITING TO THE TRUSTEE AND
      THE
      SECURITIES ADMINISTRATOR.  SUCH ENTITY WILL NOT HAVE ANY FUDICARY DUTIES
      WITH RESPECT TO THE HOLDERS OF THIS CERTIFICATE, AND MAY EXERCISE SUCH VOTING
      RIGHTS IN A MANNER THAT ADVERSELY AFFECTS THE YIELD OF THIS
      CERTIFICATE.]]

     

    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Series
                2007-2, Class A-[1][2]

            	 	
              Aggregate
                Certificate Principal Balance of the Class A-[1][2] Certificates
                as of the
                Issue Date: $_____________

            
	 	 	 
	
              Pass-Through
                Rate: [Floating][Variable]

            	 	
              Denomination:
                $____________

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: August 1,
                2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: September 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.
                __

            	 	
              Issue
                Date: August 30, 2007

            
	 	 	 
	 	 	
              CUSIP:
                ________________

            


    

    


    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-2

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, first lien, fixed-rate
      mortgage loans (the “Mortgage Loans”) formed and sold by

     

    MORTGAGEIT
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGEIT
      SECURITIES CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES
      ADMINISTRATOR, THE SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
      NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
      ANY
      AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that ________________ is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-[1][2] Certificates as of the
      Issue
      Date) in that certain beneficial ownership interest evidenced by all of the
      Class A-[1][2] Certificates in REMIC III created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among
      MortgageIT Securities Corp. as depositor (hereinafter called the “Depositor”,
      which term includes any successor entity under the Agreement), Wells Fargo
      Bank,
      N.A. as master servicer (the “Master Servicer”) and securities administrator
      (the “Securities Administrator”), Wells Fargo Bank, N.A. as a servicer (“Wells
      Fargo” or a “Servicer”) and HSBC Bank USA, National Association as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the Business
      Day
      immediately preceding such Distribution Date (the “Record Date”), in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A-[1][2]
      Certificates on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class A-[1][2] Certificates
      the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class A-[1][2] Certificates, or otherwise by check
      mailed by first class mail to the address of the Person entitled thereto, as
      such name and address shall appear on the Certificate Register. Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice by the Securities Administrator of the pendency of such distribution
      and
      only upon presentation and surrender of this Certificate at the office or agency
      appointed by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall be a rate per annum [FOR
      CLASS A-1 CERTIFICATES][equal to the lesser of (x) the lesser of (i) One-Month
      LIBOR plus 0.50% and (ii) 10.50% per annum and (y) the Net WAC Pass-Through
      Rate
      with respect to the Class A-1 Certificates for such Distribution Date] [FOR
      CLASS A-2 CERTIFICATES][, expressed as a percentage, (I) the numerator of which
      equals (A) an amount equal to the product of (x) the excess, if any, of the
      Net
      WAC Pass-Through Rate with respect to the Class A-1 Certificates minus the
      Class
      A-1 Formula Rate and (y) the Certificate Principal Balance of
      the
      Class A-1 Certificates
      for
      such Distribution Date plus (B) an amount equal to the product of (x) the Net
      WAC Pass-Through Rate with respect to the Class A-2 Certificates for such
      Distribution Date and (y) the Certificate Principal Balance of the Class A-2
      Certificates for such Distribution Date minus (C) the product of (x) 12 and
      (y)
      Class A-1 Interest Shortfall Amount for such Distribution Date and (II) the
      denominator of which is the Certificate Principal Balance of the Class A-2
      Certificates for such Distribution Date].

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries in respect of the Mortgage Loans and payments received pursuant
      to
      the Class A Swap Agreement, all as more specifically set forth herein and in
      the
      Agreement. As provided in the Agreement, withdrawals from the Collection Account
      and the Distribution Account may be made from time to time for purposes other
      than distributions to Certificateholders, such purposes including reimbursement
      of advances made, or certain expenses incurred, with respect to the Mortgage
      Loans. 

     

    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Wells Fargo and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      Wells Fargo with the consent of the Swap Provider (with respect to matters
      affecting the Class A Swap Agreement) and the Holders of Certificates entitled
      to at least 66% of the Voting Rights. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange herefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    Prior
      to
      the termination of the supplemental interest trust, any Person acquiring this
      Certificate shall be deemed to have made the representations in Section 6.02(c)
      of the Agreement.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      Wells
      Fargo, GMAC Mortgage LLC (a “Servicer”; together with Wells Fargo, the
“Servicers”) and any agent of the Depositor, the Master Servicer, the Trustee,
      the Securities Administrator or a Servicer may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the Servicers nor any such agent shall be affected by notice to the
      contrary.

     

    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Authorized
                Officer

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-[1][2] Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        A-1-6

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)  
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	 	 	 	 
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	 	 	 	 
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto

            	 
	 	 
	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____%
      evidenced by the within Mortgage Pass-Through Certificate and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:
      __________________________________________________________________________________

    ________________________________________________________________________________________________________________________.

     

    
      	 	 	 
	Dated:	 	 
	 	 	 
	 	
              

              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              

              Signature
                Guaranteed

            


    

     

    
      
        
        

      

      
        A-1-7

        
          

        

      

      
        
        

      

    

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      
        
          
            
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
funds
                to
                __________________________ for
                the
                account of ______________________________
                account
                number ______________________________________________
                or,
                if mailed by check, to ____________________ Applicable
                statements should be mailed to ________________________________
______________________________________________________________________

            

             

            
              This
                information is provided by
                __________________________________________________________ assignee
                named above, or _________________________________________ its
                agent.

            

          

        

      

    

     

    
      
        
        

      

      
        A-1-8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS B-[1][2][3]
      CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES [[,/AND] CLASS B-1
      CERTIFICATES] [AND CLASS B-2 CERTIFICATES] TO THE EXTENT DESCRIBED IN THE
      AGREEMENT REFERRED TO HEREIN.

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      SET FORTH IN SECTION 6.02(c) OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
      OF
      THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
      BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     

    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2007-2, Class B-[1][2][3]

            	 	
              Aggregate
                Certificate Principal Balance of the Class Class B-[1][2][3] Certificates
                as of the Issue Date: $______________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $______________

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date: August 1, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: September 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.___

            	 	
              Issue
                Date: August 30, 2007

            
	 	 	 
	 	 	
              CUSIP:_________________

            


    

    


    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-2

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, first lien, fixed-rate
      mortgage loans (the “Mortgage Loans”) formed and sold by

     

    MORTGAGEIT
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGEIT
      SECURITIES CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES
      ADMINISTRATOR, THE SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
      NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
      ANY
      AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that _____________________ is the registered owner of a Percentage
      Interest (obtained by dividing the denomination of this Certificate by the
      aggregate Certificate Principal Balance of the Class B-[1][2][3]Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all of the Class Class B-[1][2][3] Certificates in REMIC III created pursuant
      to
      a Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
      among MortgageIT Securities Corp. as depositor (hereinafter called the
“Depositor”, which term includes any successor entity under the Agreement),
      Wells Fargo Bank, N.A. as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Wells Fargo Bank, N.A. as a
      servicer (“Wells Fargo” or a “Servicer”) and HSBC Bank USA, National Association
      as trustee (the “Trustee”), a summary of certain of the pertinent provisions of
      which is set forth hereafter. To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement. This Certificate
      is issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class B-[1][2][3] Certificates on such
      Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class B-[1][2][3] Certificates
      the aggregate initial Certificate Principal Balance of which is in excess of
      the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class B-[1][2][3] Certificates, or otherwise by check
      mailed by first class mail to the address of the Person entitled thereto, as
      such name and address shall appear on the Certificate Register. Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice by the Securities Administrator of the pendency of such distribution
      and
      only upon presentation and surrender of this Certificate at the office or agency
      appointed by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the weighted average Net Mortgage Rates of the Mortgage Loans.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries in respect of the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Wells Fargo and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      and
      Wells Fargo with the consent of the Swap Provider (with respect to matters
      affecting the Class A Swap Agreement) and the Holders of Certificates entitled
      to at least 66% of the Voting Rights. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange herefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    Any
      transferee of this Certificate shall be deemed to have made the representations
      set forth in Section 6.02(c) of the Agreement.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      Wells
      Fargo, GMAC Mortgage LLC (a “Servicer”; together with Wells Fargo, the
“Servicers”) and any agent of the Depositor, the Master Servicer, the Trustee,
      the Securities Administrator or a Servicer may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the Servicers nor any such agent shall be affected by notice to the
      contrary.

     

    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator by manual signature, this Certificate shall not be entitled to
      any
      benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-2-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    
      	Dated:	 	 
	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Authorized
                Officer

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class B-[1][2][3] Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        A-2-6

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust) 
                 (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	 	 	 	 
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	 	 	 	 
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto

            	 
	 	 
	 	 


    

     (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to _____% evidenced by the within Mortgage
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:
      ________________________________________________________________________________

    ____________________________.

    


    
      	 	 	 
	
              Dated:

            	 
	 	  	 
	 	
              

              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              
                

              

              Signature
                Guaranteed

            


    

     

    
      
        
        

      

      
        A-2-7

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      
        
          
            
              
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
funds
                  to
                  __________________________ for
                  the
                  account of ___________________________________________
                  account
                  number __________________________________________
                  or,
                  if mailed by check, to ____________________ Applicable
                  statements should be mailed to
                  _____________________________________________________________

                 

              

              
                This
                  information is provided by __________________________________________________
                  assignee
                  named above, or _______________________________________________
its
                  agent.

              

            

          

        

      

       

    

    
      
        
        

      

      
        A-2-8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS B-[4][5][6] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES [[,/AND] CLASS B-1
      CERTIFICATES [,/AND] CLASS B-2 CERTIFICATES[,/AND] CLASS B-3 CERTIFICATES
      [,/AND] CLASS B-4 CERTIFICATES [AND] CLASS B-5 CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
      OF
      THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
      BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES
      LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS
      CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
      IN
      COMPLIANCE WITH THE ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED
      STATES WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE
      ACT
      (“REGULATION S”), OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED
      INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH RULE 144A
      UNDER THE ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL INVESTORS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
“REGULATION D” UNDER THE ACT.

     

    
      
        
        

      

      
        A-3-1

        
          

        

      

      
        
        

      

    

     

    [THIS
      CERTIFICATE IS A REGULATION S TEMPORARY GLOBAL CERTIFICATE FOR PURPOSES OF
      REGULATION S UNDER THE ACT. PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER
      OF
      (I) THE COMMENCEMENT OF THE OFFERING OF THE OFFERED CERTIFICATES AND (II) THE
      CLOSING DATE, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
      TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.]

     

    [NO
      BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE
      ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREIN UNLESS THE REQUIRED
      CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE AGREEMENT (AS
      DEFINED HEREIN).]

     

    [THE
      HOLDER OF THIS REGULATION S PERMANENT GLOBAL CERTIFICATE BY ITS ACCEPTANCE
      HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE WITHIN
      THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
      ACT)
      PRIOR TO THE DATE WHICH IS THE LATER OF (I) 40 DAYS AFTER THE LATER OF THE
      CLOSING DATE AND (II) THE DATE ON WHICH THE REQUISITE CERTIFICATIONS ARE DUE
      TO
      AND PROVIDED TO THE TRUSTEE AND SECURITIES ADMINISTRATOR PURSUANT TO THE
      AGREEMENT (AS DEFINED BELOW), EXCEPT PURSUANT TO AN EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT.]

     

    NO
      TRANSFER OF THIS CERTIFICATE TO A PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE, ANY
      PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF ANY SUCH PLAN OR ANY PERSON
      USING “PLAN ASSETS” TO ACQUIRE THIS CERTIFICATE SHALL BE MADE EXCEPT IN
      ACCORDANCE WITH SECTION 6.02(c) OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2007-2, Class B-[4][5][6]

            	 	
              Aggregate
                Certificate Principal Balance of the Class B-[4][5][6] Certificates
                as of
                the Issue Date: $______________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $______________

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date: August 1, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: September 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.___

            	 	
              Issue
                Date: August 30, 2007

            
	 	 	 
	 	 	
              CUSIP:_________________

            


    

    


    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-2

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, first lien, fixed-rate
      mortgage loans (the “Mortgage Loans”) formed and sold by

     

    MORTGAGEIT
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGEIT
      SECURITIES CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES
      ADMINISTRATOR, THE SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
      NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
      ANY
      AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that _____________________ is the registered owner of a Percentage
      Interest (obtained by dividing the denomination of this Certificate by the
      aggregate Certificate Principal Balance of the Class B-[4][5][6] Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all of the Class B-[4][5][6] Certificates in REMIC III created pursuant to
      a
      Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
      among MortgageIT Securities Corp. as depositor (hereinafter called the
“Depositor”, which term includes any successor entity under the Agreement),
      Wells Fargo Bank, N.A. as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Wells Fargo Bank, N.A. as a
      servicer (“Wells Fargo” or a “Servicer”) and HSBC Bank USA, National Association
      as trustee (the “Trustee”), a summary of certain of the pertinent provisions of
      which is set forth hereafter. To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement. This Certificate
      is issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-3-3

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class B-[4][5][6] Certificates on such
      Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class B-[4][5][6] Certificates
      the aggregate initial Certificate Principal Balance of which is in excess of
      the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class B-[4][5][6] Certificates, or otherwise by check
      mailed by first class mail to the address of the Person entitled thereto, as
      such name and address shall appear on the Certificate Register. Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice by the Securities Administrator of the pendency of such distribution
      and
      only upon presentation and surrender of this Certificate at the office or agency
      appointed by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the weighted average Net Mortgage Rates of the Mortgage Loans.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries in respect of the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Wells Fargo and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      and
      Wells Fargo with the consent of the Swap Provider (with respect to matters
      affecting the Class A Swap Agreement) and the Holders of Certificates entitled
      to at least 66% of the Voting Rights. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange herefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Act, and an effective
      registration or qualification under applicable state securities laws, or is
      made
      in a transaction that does not require such registration or qualification.
      In
      the event that such a transfer of this Certificate is to be made without
      registration or qualification, the Securities Administrator shall require
      receipt of (i) if such transfer is purportedly being made in reliance upon
      Rule
      144A under the Act, written certifications from the Holder of the Certificate
      desiring to effect the transfer, and from such Holder’s prospective transferee,
      substantially in the forms attached to the Agreement as Exhibit B-1, (ii) if
      such transfer is purportedly being made in reliance upon Regulation S under
      the
      Act, written certifications from the Holder of the Certificate desiring to
      effect the transfer and from such Holder’s prospective transferee, substantially
      in the form attached to the Agreement as Exhibit B-2, (iii) if such transfer
      is
      purportedly being made in reliance upon Rule 501(a) under the Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-3 and (iv) in all other cases,
      an
      Opinion of Counsel satisfactory to it that such transfer may be made without
      such registration or qualification (which Opinion of Counsel shall not be an
      expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer
      or the Securities Administrator in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the Act or any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    
      
        
        

      

      
        A-3-5

        
          

        

      

      
        
        

      

    

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person using “Plan Assets” to acquire this Certificate shall be made except
      in accordance with Section 6.02(c) of the Agreement.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      Wells
      Fargo, GMAC Mortgage LLC (a “Servicer”; together with Wells Fargo, the
“Servicers”) and any agent of the Depositor, the Master Servicer, the Trustee,
      the Securities Administrator or a Servicer may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the Servicers nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator by manual signature, this Certificate shall not be entitled to
      any
      benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-3-6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	
            
	 	By:  	 
	 	
              

              Authorized
                Officer

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class B-[4][5][6] Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	 	By:  	
            
	 	
              

              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        A-3-7

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)  
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	 	 	 	 
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	 	 	 	 
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto

            	 
	 	 
	 	 


    

     (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to _____% evidenced by the within Mortgage
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:
      ______________________________________________________________________

     _____________________________________________________________________________________.

    


    
      	 	 	 
	
              Dated:

            	 	 
	 	
              

              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              
                

              

              Signature
                Guaranteed

            


    

     

    
      
        
        

      

      
        A-3-8

        
          

        

      

      
        
        

      

    

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      
        
          Distributions
            shall be made, by wire transfer or otherwise, in immediately available
funds
            to
            __________________________ for
            the
            account of ______________________________
            account
            number ______________________________________________
            or,
            if mailed by check, to ____________________ Applicable
            statements should be mailed to
            ______________________________________________________________________________________

        

         

        
          This
            information is provided by
            __________________________________________________________ assignee
            named above, or _______________________________________ its
            agent.

        

      

       

    

    
      
        
        

      

      
        A-3-9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
      PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES,
      THIS CERTIFICATE REPRESENTS THE SOLE “RESIDUAL INTEREST” IN EACH “REAL ESTATE
      MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 6.02 OF THE AGREEMENT.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
      ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
      POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
      GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
      OF
      ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
      IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER
      1 OF
      THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
      511
      OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
      CODE
      (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
      HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF
      A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
      THE
      ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
      ANY
      TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
      ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
      SHALL
      BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
      NOT
      BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
      NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
      OF
      THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
      THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 6.02(d) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
      CERTIFICATE.

     

    
      
        
        

      

      
        A-4-1

        
          

        

      

      
        
        

      

    

     

    NO
      PERSON MAY ACQUIRE THIS CERTIFICATE DIRECTLY OR INDIRECTLY BY, ON BEHALF OF,
      OR
      WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
      1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, UNLESS
      IT HAS PROVIDED THE OPINION OF COUNSEL REFERENCED IN SECTION 6.02(c) OF THE
      AGREEMENT REFERRED TO HEREIN.

     

    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2007-2, Class R

            	 	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Issue Date:
                100.00%

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement

              and
                Cut-off Date: August 1, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: September 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No
                __

            	 	
              Issue
                Date: August 30, 2007

            


    

    


    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-2

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, first lien, fixed-rate
      mortgage loans (the “Mortgage Loans”) formed and sold by

     

    MORTGAGEIT
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGEIT
      SECURITIES CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES
      ADMINISTRATOR, THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
      NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
      ANY
      AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that _______________ is the registered owner of a Percentage Interest
      set forth above in that certain beneficial ownership interest evidenced by
      all
      of the Class R Certificates in REMIC III created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among
      MortgageIT Securities Corp. as depositor (hereinafter called the “Depositor”,
      which term includes any successor entity under the Agreement), Wells Fargo
      Bank,
      N.A. as master servicer (the “Master Servicer”) and securities administrator
      (the “Securities Administrator”), Wells Fargo Bank, N.A. as a servicer (“Wells
      Fargo” or a “Servicer”) and HSBC Bank USA, National Association as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (a “Distribution Date”), commencing on the First
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered on the last Business Day of the calendar month immediately
      preceding the month in which the related Distribution Date occurs (the “Record
      Date”), in an amount equal to the product of the Percentage Interest evidenced
      by this Certificate and the amount required to be distributed to the Holders
      of
      Class R Certificates on such Distribution Date pursuant to the
      Agreement.

     

    
      
        
        

      

      
        A-4-3

        
          

        

      

      
        
        

      

    

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class R Certificates, or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest in
      the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries in respect of the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Wells Fargo and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      Wells Fargo with the consent of the Swap Provider (with respect to matters
      affecting the Class A Swap Agreement) and the Holders of Certificates entitled
      to at least 66% of the Voting Rights. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange herefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    
      
        
        

      

      
        A-4-4

        
          

        

      

      
        
        

      

    

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, Certificates are exchangeable for new Certificates of the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit B-1, (ii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-3, (iii) a transfer affidavit and
      agreement substantially in the form attached to the Agreement as Exhibit B-4
      and
      (iv) in all other cases, an Opinion of Counsel satisfactory to it that such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Trustee, the Master Servicer or the Securities Administrator in their respective
      capacities as such), together with copies of the written certification(s) of
      the
      Holder of the Certificate desiring to effect the transfer and/or such Holder’s
      prospective transferee upon which such Opinion of Counsel is based. None of
      the
      Depositor, the Trustee or the Securities Administrator is obligated to register
      or qualify the Class of Certificates specified on the face hereof under the
      1933
      Act or any other securities law or to take any action not otherwise required
      under the Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Holder desiring to effect a transfer of
      this
      Certificate shall be required to indemnify the Trustee, the Depositor, the
      Master Servicer and the Securities Administrator against any liability that
      may
      result if the transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02 of the Agreement.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Securities Administrator (i) an
      affidavit to the effect that such transferee is any Person other than a
      Disqualified Organization or the agent (including a broker, nominee or
      middleman) of a Disqualified Organization, and (ii) a certificate that
      acknowledges that (A) the Class R Certificates have been designated as
      representing the beneficial ownership of the residual interests in each of
      REMIC
      I, REMIC II and REMIC III, (B) it will include in its income a pro
      rata
      share of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    
      
        
        

      

      
        A-4-5

        
          

        

      

      
        
        

      

    

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 6.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any portion of the
      Trust
      Fund to cease to qualify as a REMIC or cause the imposition of a tax upon any
      REMIC.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer may treat the Person in whose name
      this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        A-4-6

        
          

        

      

      
        
        

      

    

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-4-7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    
      	 	 	 
	
              Dated:

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Authorized
                Officer

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class R Certificates referred to in the within-mentioned
      Agreement.

    
       

      
        	 	 	 
	 	
                
                  WELLS
                    FARGO BANK, N.A.

                  as
                    Securities Administrator

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                
                  Authorized
                    Signatory

                

              


      

       

      
        
          
          

        

        
          A-4-8

          
            

          

        

        
          
          

        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	 	
              as
                tenants in common

            	 	
              UNIF
                GIFT MIN ACT -

            	 	
                   Custodian      

              (Cust)    
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	 	
              as
                tenants by the entireties

            	 	 	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	 	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 	 	 


    

     

    
      	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto _____________________________________________________________________________________________________________

            
	 _____________________________________________________________________________________________________________
	 _____________________________________________________________________________________________________________


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to _____% evidenced by the within Mortgage
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address: 
___________________________________________

    
      	____________________________________________________________________________________________________________


    

     

    
      	
              Dated:

            	 

	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	  

	 	
              Signature
                Guaranteed

            


    

     

    
      
        
        

      

      
        A-4-9

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        __________________________ for
        the
        account of __________________________________
        account
        number ______________________________________________
        or,
        if mailed by check, to ____________________ Applicable
        statements should be mailed to
        ________________________________________________________

    

    
      
        
           

          
            This
              information is provided by
              __________________________________________________________ assignee
              named above, or _________________________________________ its
              agent.

          

        

      

    

     

    
      
        
        

      

      
        A-4-10

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-1

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust MHL 2007-2

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-2 Mortgage Pass-Through
                Certificates

              Class
                [B-4][B-5][B-6][R] Certificates

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      ___________________ (the “Transferee”) of the captioned mortgage pass-through
      certificates (the “Certificates”), the Transferor hereby certifies as
      follows:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      (e)
      has taken any other action, that (in the case of each of subclauses (a) through
      (e) above) would constitute a distribution of the Certificates under the
      Securities Act of 1933, as amended (the “1933 Act”), or would render the
      disposition of any Certificate a violation of Section 5 of the 1933 Act or
      any
      state securities law or would require registration or qualification pursuant
      thereto. The Transferor will not act, nor has it authorized nor will it
      authorize any person to act, in any manner set forth in the foregoing sentence
      with respect to any Certificate. The Transferor will not sell or otherwise
      transfer any of the Certificates, except in compliance with the provisions
      of
      that certain Pooling and Servicing Agreement, dated as of August 1, 2007,
      among MortgageIT Securities Corp. as Depositor, Wells Fargo Bank, N.A. as Master
      Servicer and Securities Administrator, Wells Fargo Bank, N.A. as a servicer
      (“Wells Fargo”) and HSBC Bank USA, National Association as trustee (the
“Trustee”) (the “Pooling and Servicing Agreement”), pursuant to which Pooling
      and Servicing Agreement the Certificates were issued.

     

    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    


    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	 
	 	
              [Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-1-2

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust MHL 2007-2

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-2

              Mortgage
                Pass-Through Certificates 

              Class
                [B-4][B-5][B-6][R] Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________________ (the
“Transferor”) on the date hereof of the captioned mortgage pass-through
      certificates (the “Certificates”), (the “Transferee”) hereby certifies as
      follows:

     

    1. The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
      completed either of the forms of certification to that effect attached hereto
      as
      Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made
      in
      reliance on Rule 144A. The Transferee is acquiring the Certificates for its
      own
      account or for the account of a qualified institutional buyer, and understands
      that such Certificate may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the 1933
      Act.

     

    2. The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    3. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101, (b) for certificates other than the Class
      B-4, Class B-5 or Class B-6 Certificates, has provided the Securities
      Administrator with an Opinion of Counsel on which the Trustee, the Depositor,
      the Master Servicer, the Securities Administrator and the Servicers may rely,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator to the effect that the purchase of Certificates is permissible
      under applicable law, will not constitute or result in any non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trust Fund, the Trustee, the Depositor, the Master Servicer, the Securities
      Administrator or the Servicers to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the Pooling and Servicing Agreement or (c) for Class
      B-4,
      Class B-5 or Class B-6 Certificates represents that the requirements of Section
      6.02(c) of the Pooling and Servicing Agreement are met.

     

    
      
        
        

      

      
        B-1-3

        
          

        

      

      
        
        

      

    

    


    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicers that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 3 above.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement, dated as
      of
      August 1, 2007, among MortgageIT Securities Corp. as Depositor, Wells Fargo
      Bank, N.A. as Master Servicer and Securities Administrator, Wells Fargo Bank,
      N.A. as a Servicer (“Wells Fargo”), and HSBC Bank USA, National Association as
      Trustee, pursuant to which the Certificates were issued.

     

    
      	 	 	 
	 	
              [TRANSFEREE]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-1-4

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT B-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
      respect to the mortgage pass-through certificates (the “Certificates”) described
      in the Transferee Certificate to which this certification relates and to which
      this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the entity purchasing the
      Certificates (the “Transferee”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
      discretionary basis $________________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Transferee’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in
      the
      category marked below.

     

    
      	 	
              ___

            	
              Corporation,
                etc.
                The Transferee is a corporation (other than a bank, savings and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or any organization described in Section 501(c)(3)
                of
                the Internal Revenue Code of 1986.

            
	 	 	 
	 	
              ___

            	
              Bank.
                The Transferee (a) is a national bank or banking institution organized
                under the laws of any State, territory or the District of Columbia,
                the
                business of which is substantially confined to banking and is supervised
                by the State or territorial banking commission or similar official
                or is a
                foreign bank or equivalent institution, and (b) has an audited net
                worth
                of at least $25,000,000 as demonstrated in its latest annual financial
                statements, a
                copy of which is attached hereto.

            
	 	 	 
	 	
              ___

            	
              Savings
                and Loan.
                The Transferee (a) is a savings and loan association, building and
                loan
                association, cooperative bank, homestead association or similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has
                an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements, a
                copy of which is attached hereto.

            


    

     

    
      

    

    
      	1	
              Transferee
                must own and/or invest on a discretionary basis at least $100,000,000
                in
                securities unless Transferee is a dealer, and, in that case, Transferee
                must own and/or invest on a discretionary basis at least $10,000,000
                in
                securities.

            


    

     

    
      
        
        

      

      
        B-1-5

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              ___

            	
              Broker-dealer.
                The Transferee is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

            
	 	
               

            	 
	 	
              ___

            	
              Insurance
                Company.
                The Transferee is an insurance company whose primary and predominant
                business activity is the writing of insurance or the reinsuring of
                risks
                underwritten by insurance companies and which is subject to supervision
                by
                the insurance commissioner or a similar official or agency of a State,
                territory or the District of Columbia.

            
	 	 	 
	 	
              ___

            	
              State
                or Local Plan.
                The Transferee is a plan established and maintained by a State, its
                political subdivisions, or any agency or instrumentality of the State
                or
                its political subdivisions, for the benefit of its
                employees.

            
	 	 	 
	 	
              ___

            	
              ERISA
                Plan.
                The Transferee is an employee benefit plan within the meaning of
                Title I
                of the Employee Retirement Income Security Act of 1974, as
                amended.

            
	 	 	 
	 	
              ___

            	
              Investment
                Advisor
                The Transferee is an investment advisor registered under the Investment
                Advisers Act of 1940.

            


    

     

    3. The
      term
“securities”
as
      used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Transferee, (ii) securities
      that are part of an unsold allotment to or subscription by the Transferee,
      if
      the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S.
      or
      any instrumentality thereof, (iv) bank deposit notes and certificates of
      deposit, (v) loan participations, (vi) repurchase agreements, (vii)
      securities owned but subject to a repurchase agreement and (viii) currency,
      interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Transferee, the Transferee used the cost of
      such
      securities to the Transferee and did not include any of the securities referred
      to in the preceding paragraph. Further, in determining such aggregate amount,
      the Transferee may have included securities owned by subsidiaries of the
      Transferee, but only if such subsidiaries are consolidated with the Transferee
      in its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Transferee’s direction. However, such securities were not included if
      the Transferee is a majority-owned, consolidated subsidiary of another
      enterprise and the Transferee is not itself a reporting company under the
      Securities Exchange Act of 1934.

     

    5. The
      Transferee acknowledges that it is familiar with Rule 144A and understands
      that
      the Transferor and other parties related to the Certificates are relying and
      will continue to rely on the statements made herein because one or more sales
      to
      the Transferee may be in reliance on Rule 144A.

     

    
      	
              ___

            	
              ___

            	
              Will
                the Transferee be purchasing the Certificates

            
	
              Yes

            	
              No

            	
              only
                for the Transferee’s own account?

            


    

     

    
      
        
        

      

      
        B-1-6

        
          

        

      

      
        
        

      

    

     

    6. If
      the
      answer to the foregoing question is “no”, the Transferee agrees that, in
      connection with any purchase of securities sold to the Transferee for the
      account of a third party (including any separate account) in reliance on Rule
      144A, the Transferee will only purchase for the account of a third party that
      at
      the time is a “qualified institutional buyer” within the meaning of Rule 144A.
      In addition, the Transferee agrees that the Transferee will not purchase
      securities for a third party unless the Transferee has obtained a current
      representation letter from such third party or taken other appropriate steps
      contemplated by Rule 144A to conclude that such third party independently meets
      the definition of “qualified institutional buyer” set forth in Rule
      144A.

     

    7. The
      Transferee will notify each of the parties to which this certification is made
      of any changes in the information and conclusions herein. Until such notice
      is
      given, the Transferee’s purchase of the Certificates will constitute a
      reaffirmation of this certification as of the date of such purchase. In
      addition, if the Transferee is a bank or savings and loan as provided above,
      the
      Transferee agrees that it will furnish to such parties updated annual financial
      statements promptly after they become available.

     

    
      	
              Dated:

            	 	 
	 	  
	 	
              Print
                Name of Transferee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

    
    

     

    
      
        
        

      

      
        B-1-7

        
          

        

      

      
        
        

      

    

     

    ANNEX
      2 TO EXHIBIT B-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
      respect to the mortgage pass-through certificates (the “Certificates”) described
      in the Transferee Certificate to which this certification relates and to which
      this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
      because the Transferee is part of a Family of Investment Companies (as defined
      below), is such an officer of the investment adviser (the
“Adviser”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as defined in Rule 144A because (i) the Transferee is an
      investment company registered under the Investment Company Act of 1940, and
      (ii)
      as marked below, the Transferee alone, or the Transferee’s Family of Investment
      Companies, owned at least $100,000,000 in securities (other than the excluded
      securities referred to below) as of the end of the Transferee’s most recent
      fiscal year. For purposes of determining the amount of securities owned by
      the
      Transferee or the Transferee’s Family of Investment Companies, the cost of such
      securities was used.

     

    
      	
              ___

            	
              The
                Transferee owned $________________________ in securities (other than
                the
                excluded securities referred to below) as of the end of the Transferee’s
                most recent fiscal year (such amount being calculated in accordance
                with
                Rule 144A).

            
	 	 
	
              ___

            	
              The
                Transferee is part of a Family of Investment Companies which owned
                in the
                aggregate $_______________ in securities (other than the excluded
                securities referred to below) as of the end of the Transferee’s most
                recent fiscal year (such amount being calculated in accordance with
                Rule
                144A).

            


    

     

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Transferee or are part of the Transferee’s Family of Investment Companies, (ii)
      securities issued or guaranteed by the U.S. or any instrumentality thereof,
      (iii) bank deposit notes and certificates of deposit, (iv) loan participations,
      (v) repurchase agreements, (vi) securities owned but subject to a
      repurchase agreement and (vii) currency, interest rate and commodity
      swaps.

     

    
      
        
        

      

      
        B-1-8

        
          

        

      

      
        
        

      

    

     

    5. The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee’s own account.

     

    6. The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee’s purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    
      	
              Dated:

            	 	 
	 	  
	 	
              Print
                Name of Transferee or Advisor

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

    
       

      
        	 	 	 
	 	
                
                  IF
                    AN ADVISER:

                

              
	 	 
	 	   
	 	
                Print
                  Name of Transferee

              
	
              	       
                	
              


      

       

      
        
          
          

        

        
          B-1-9

          
            

          

        

        
          
          

        

      

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    The
      undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:

     

    1. I
      am an
      executive officer of the Purchaser.

     

    2. The
      Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
      144A”) under the Securities Act of 1933, as amended.

     

    3. As
      of the
      date specified below (which is not earlier than the last day of the Purchaser’s
      most recent fiscal year), the amount of “securities”, computed for purposes of
      Rule 144A, owned and invested on a discretionary basis by the Purchaser was
      in
      excess of $100,000,000.

     

    
      Name
        of
        Purchaser
        ______________________________________________________________________________

    

     

    
      By:
        (Signature) 
_________________________________________________________________________________

       

      
        Name
          of
          Signatory
          _______________________________________________________________________________

         

        
          Title __________________________________________________________________________________________

           

          
            Date
              of
              this certificate
              _____________________________________________________________________________

             

            
              Date
                of
                information provided in paragraph 3
                _____________________________________________________________

               

              
                
                  
                  

                

                
                  B-1-10

                  
                    

                  

                

                
                  
                  

                

              

               

            

          

        

      

    

    EXHIBIT
      B-2

     

    FORM
      OF
      REGULATION S TRANSFER CERTIFICATE

     

    [Date]


     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust MHL 2007-2

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-2 Mortgage Pass-Through
                Certificates

              Class
                [B-4][B-5][B-6] Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
      as of August 1, 2007, among MortgageIT Securities Corp. (the “Depositor”),
      Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and
      securities administrator (the “Securities Administrator”), Wells Fargo Bank,
      N.A., as a servicer, and HSBC Bank USA, National Association, as trustee (the
      “Trustee”). Capitalized terms used herein but not defined herein shall have the
      meanings assigned thereto in the Agreement.

     

    This
      letter relates to U.S. $[__________] Certificate Principal Balance of Class
      [B-4][B-5][B-6] Certificates (the “Certificates”) which are held in the name of
      [name of transferor] (the “Transferor”) to effect the transfer of the
      Certificates to a person who wishes to take delivery thereof in the form of
      an
      equivalent beneficial interest [name of transferee] (the
“Transferee”).

     

    In
      connection with such request, the Transferor hereby certifies that such transfer
      has been effected in accordance with the transfer restrictions set forth in
      the
      Agreement relating to the Certificates and that the following additional
      requirements (if applicable) were satisfied:

     

    (a) the
      offer
      of the Certificates was not made to a person in the United States;

     

    (b) at
      the
      time the buy order was originated, the Transferee was outside the United States
      or the Transferor and any person acting on its behalf reasonably believed that
      the Transferee was outside the United States;

     

    (c) no
      directed selling efforts were made in contravention of the requirements of
      Rule
      903(b) or 904(b) of Regulation S, as applicable;

     

    (d) the
      transfer or exchange is not part of a plan or scheme to evade the registration
      requirements of the Securities Act;

     

    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    

     

    (e) the
      Transferee is not a U.S. Person, as defined in Regulation S under the Securities
      Act;

     

    (f) the
      transfer was made in accordance with the applicable provisions of Rule 903(b)(2)
      or (3) or Rule 904(b)(1), as the case may be; and

     

    (g) the
      Transferee understands that the Certificates have not been and will not be
      registered under the Securities Act, that any offers, sales or deliveries of
      the
      Certificates purchased by the Transferee in the United States or to U.S. persons
      prior to the date that is 40 days after the later of (i) the commencement of
      the
      offering of the Certificates and (ii) the Closing Date, may constitute a
      violation of United States law, and that (x) distributions of principal and
      interest and (y) the exchange of beneficial interests in a Temporary Regulation
      S Global Certificate for beneficial interests in the related Permanent
      Regulation S Global Certificate, in each case, will be made in respect of such
      Certificates only following the delivery by the Holder of a certification of
      non-U.S. beneficial ownership, at the times and in the manner set forth in
      the
      Agreement.

     

    
      
        
        

      

      
        B-2-2

        
          

        

      

      
        
        

      

    


    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceedings or official inquiry with respect to the matters covered
      hereby.

     

    
      	 	 	 
	 	
              [Name
                of Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-3

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    ____________,
      20__

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust MHL 2007-2

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-2 

              Mortgage
                Pass-Through Certificates, 

              Class
                [B-4][B-5][B-6][R] Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned mortgage
      pass-through certificates (the “Certificates”), the Transferor hereby certifies
      as follows:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      or
      (e) has taken any other action, that (as to any of (a) through (e) above) would
      constitute a distribution of the Certificates under the Securities Act of 1933
      (the “Act’), that would render the disposition of any Certificate a violation of
      Section 5 of the Act or any state securities law, or that would require
      registration or qualification pursuant thereto. The Transferor will not act,
      in
      any manner set forth in the foregoing sentence with respect to any Certificate.
      The Seller has not and will not sell or otherwise transfer any of the
      Certificates, except in compliance with the provisions of the Pooling and
      Servicing Agreement, dated as of August 1, 2007, among MortgageIT Securities
      Corp., Wells Fargo Bank, N.A., as master servicer and securities administrator,
      Wells Fargo Bank, N.A. as servicer and HSBC Bank USA, National
      Association.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 	  
	 	
              (Transferor)

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE LETTER

     

    _______________,
      20__

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust MHL 2007-2

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-2 

              Mortgage
                Pass-Through Certificates, 

              Class
                [B-4][B-5][B-6][R] Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned mortgage
      pass-through certificates (the “Certificates”), the Transferee hereby certifies
      as follows:

     

    1. The
      Transferee understands that (a) the Certificates have not been and will not
      be
      registered or qualified under the Securities Act of 1933, as amended (the “Act”)
      or any state securities law, (b) MortgageIT Securities Corp. (the “Depositor”)is
      not required to so register or qualify the Certificates, (c) the Certificates
      may be resold only if registered and qualified pursuant to the provisions of
      the
      Act or any state securities law, or if an exemption from such registration
      and
      qualification is available, (d) the Pooling and Servicing Agreement, dated
      as of
      August 1, 2007, among the Depositor, as depositor, Wells Fargo Bank, N.A.,
      as master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Wells Fargo Bank, N.A., as a servicer (“Wells
      Fargo”) and HSBC Bank USA, National Association, as trustee (the “Trustee”)
      contains restrictions regarding the transfer of the Certificates and (e) the
      Certificates will bear a legend to the foregoing effect.

     

    2. The
      Transferee is acquiring the Certificates for its own account for investment
      only
      and not with a view to or for sale in connection with any distribution thereof
      in any manner that would violate the Act or any applicable state securities
      laws.

     

    3. The
      Transferee is (a) a substantial, sophisticated institutional investor having
      such knowledge and experience in financial and business matters, and, in
      particular, in such matters related to securities similar to the Certificates,
      such that it is capable of evaluating the merits and risks of investment in
      the
      Certificates, (b) able to bear the economic risks of such an investment and
      (c)
      an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant
      to the Act.

     

    4. The
      Transferee has been furnished with, and has had an opportunity to review (a)
      a
      copy of the Pooling and Servicing Agreement and (b) such other information
      concerning the Certificates, the Mortgage Loans and the Depositor as has been
      requested by the Transferee from the Depositor or the Transferor and is relevant
      to the Transferee’s decision to purchase the Certificates. The Transferee has
      had any questions arising from such review answered by the Depositor or the
      Transferor to the satisfaction of the Transferee.

     

    
      
        
        

      

      
        B-3-2

        
          

        

      

      
        
        

      

    

     

    5. The
      Transferee has not and will not nor has it authorized or will it authorize
      any
      person to (a) offer, pledge, sell, dispose of or otherwise transfer any
      Certificate, any interest in any Certificate or any other similar security
      to
      any person in any manner, (b) solicit any offer to buy or to accept a pledge,
      disposition of other transfer of any Certificate, any interest in any
      Certificate or any other similar security from any person in any manner, (c)
      otherwise approach or negotiate with respect to any Certificate, any interest
      in
      any Certificate or any other similar security with any person in any manner,
      (d)
      make any general solicitation by means of general advertising or in any other
      manner or (e) take any other action, that (as to any of (a) through (e) above)
      would constitute a distribution of any Certificate under the Act, that would
      render the disposition of any Certificate a violation of Section 5 of the 1933
      Act or any state securities law, or that would require registration or
      qualification pursuant thereto. The Transferee will not sell or otherwise
      transfer any of the Certificates, except in compliance with the provisions
      of
      the Pooling and Servicing Agreement.

     

    6. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101 or (b)(1)for Certificates other than the
      Class B-4, Class B-5 and Class B-6 Certificates, has provided the Securities
      Administrator with an Opinion of Counsel on which the Depositor, the Master
      Servicer, the Securities Administrator, the Trustee, Wells Fargo and GMAC
      Mortgage, LLC (together with Wells Fargo, the “Servicers”) may rely, acceptable
      to and in form and substance satisfactory to the Securities Administrator to
      the
      effect that the purchase of Certificates is permissible under applicable law,
      will not constitute or result in any non-exempt prohibited transaction under
      ERISA or Section 4975 of the Code and will not subject the Trust Fund, the
      Trustee, the Master Servicer, the Securities Administrator, the Depositor or
      the
      Servicers to any obligation or liability (including obligations or liabilities
      under ERISA or Section 4975 of the Code) in addition to those undertaken in
      the
      Pooling and Servicing Agreement or (2) for Class B-4, Class B-5 and Class B-6
      Certificates, represents the requirements of Section 6.02(c) of the Pooling
      and
      Servicing Agreement are met.

     

    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicers that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 6 above.

     

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-4

     

    TRANSFER
      AFFIDAVIT AND AGREEMENT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    ___________________________
      being duly sworn, deposes, represents and warrants as follows:

     

    
      	 	
              1.

            	
              I
                am a _____________________ of _______________________________ (the
                “Owner”) a corporation duly organized and existing under the laws of
                _________________________, the record owner of MortgageIT Securities
                Corp.
                Mortgage Loan Trust, Series 2007-2 Mortgage Pass-Through Certificates,
                Class R Certificates (the “Class R Certificates”), on behalf of whom I
                make this affidavit and agreement. Capitalized terms used but not
                defined
                herein have the respective meanings assigned thereto in the Pooling
                and
                Servicing Agreement, dated as of May 1, 2007, among MortgageIT
                Securities Corp., Wells Fargo Bank, N.A., as master servicer and
                securities administrator, Wells Fargo Bank, N.A. as servicer and
                HSBC Bank
                USA, National Association, pursuant to which the Class R Certificates
                were
                issued.

            


    

     

    
      	 	
              2.

            	
              The
                Owner (i) is and will be a “Permitted Transferee” as of
                ____________________. ____ and (ii) is acquiring the Class R Certificates
                for its own account or for the account of another Owner from which
                it has
                received an affidavit in substantially the same form as this affidavit.
                A
                “Permitted Transferee” is any person other than a “disqualified
                organization” or a possession of the United States. For this purpose, a
                “disqualified organization” means the United States, any state or
                political subdivision thereof, any agency or instrumentality of any
                of the
                foregoing (other than an instrumentality all of the activities of
                which
                are subject to tax and, except for the Federal Home Loan Mortgage
                Corporation, a majority of whose board of directors is not selected
                by any
                such governmental entity) or any foreign government, international
                organization or any agency or instrumentality of such foreign government
                or organization, any real electric or telephone cooperative, or any
                organization (other than certain farmers’ cooperatives) that is generally
                exempt from federal income tax unless such organization is subject
                to the
                tax on unrelated business taxable
                income.

            


    

     

    
      	 	
              3.

            	
              The
                Owner is aware (i) of the tax that would be imposed on transfers
                of the
                Class R Certificates to disqualified organizations under the Internal
                Revenue Code of 1986 that applies to all transfers of the Class R
                Certificates after April 31, 1988; (ii) that such tax would be on
                the
                transferor or, if such transfer is through an agent (which person
                includes
                a broker, nominee or middleman) for a non-Permitted Transferee, on
                the
                agent; (iii) that the person otherwise liable for the tax shall be
                relieved of liability for the tax if the transferee furnishes to
                such
                person an affidavit that the transferee is a Permitted Transferee
                and, at
                the time of transfer, such person does not have actual knowledge
                that the
                affidavit is false; and (iv) that each of the Class R Certificates
                may be
                a “noneconomic residual interest” within the meaning of proposed Treasury
                regulations promulgated under the Code and that the transferor of
                a
                “noneconomic residual interest” will remain liable for any taxes due with
                respect to the income on such residual interest, unless no significant
                purpose of the transfer is to impede the assessment or collection
                of
                tax.

            


    

     

    
      
        
        

      

      
        B-4-1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.

            	
              The
                Owner is aware of the tax imposed on a “pass-through entity” holding the
                Class R Certificates if, at any time during the taxable year of the
                pass-through entity, a non-Permitted Transferee is the record holder
                of an
                interest in such entity. (For this purpose, a “pass-through entity”
                includes a regulated investment company, a real estate investment
                trust or
                common trust fund, a partnership, trust or estate, and certain
                cooperatives.)

            


    

     

    
      	 	
              5.

            	
              The
                Owner is aware that the Securities Administrator will not register
                the
                transfer of any Class R Certificate unless the transferee, or the
                transferee’s agent, delivers to the Securities Administrator, among other
                things, an affidavit in substantially the same form as this affidavit.
                The
                Owner expressly agrees that it will not consummate any such transfer
                if it
                knows or believes that any of the representations contained in such
                affidavit and agreement are false.

            


    

     

    
      	 	
              6.

            	
              The
                Owner consents to any additional restrictions or arrangements that
                shall
                be deemed necessary upon advice of counsel to constitute a reasonable
                arrangement to ensure that the Class R Certificates will only be
                owned,
                directly or indirectly, by an Owner that is a Permitted
                Transferee.

            


    

     

    
      	 	
              7.

            	
              The
                Owner’s taxpayer identification number is
                ________________.

            


    

     

    
      	 	
              8.

            	
              The
                Owner has reviewed the restrictions set forth on the face of the
                Class R
                Certificates and the provisions of Section 6.02(d) of the Pooling
                and
                Servicing Agreement under which the Class R Certificates were issued
                (in
                particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d) which
                authorize the Securities Administrator to deliver payments to a person
                other than the Owner and negotiate a mandatory sale by the Securities
                Administrator in the event that the Owner holds such Certificate
                in
                violation of Section 6.02(d)); and that the Owner expressly agrees
                to be
                bound by and to comply with such restrictions and
                provisions.

            


    

     

    
      	 	
              9.

            	
              The
                Owner is not acquiring and will not transfer the Class R Certificates
                in
                order to impede the assessment or collection of any
                tax.

            


    

     

    
      	 	
              10.

            	
              The
                Owner anticipates that it will, so long as it holds the Class R
                Certificates, have sufficient assets to pay any taxes owed by the
                holder
                of such Class R Certificates, and hereby represents to and for the
                benefit
                of the person from whom it acquired the Class R Certificates that
                the
                Owner intends to pay taxes associated with holding such Class R
                Certificates as they become due, fully understanding that it may
                incur tax
                liabilities in excess of any cash flows generated by the Class R
                Certificates.

            


    

     

    
      
        
        

      

      
        B-4-2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.

            	
              The
                Owner has no present knowledge that it may become insolvent or subject
                to
                a bankruptcy proceeding for so long as it holds the Class R
                Certificates.

            


    

     

    
      	 	
              12.

            	
              The
                Owner has no present knowledge or expectation that it will be unable
                to
                pay any United States taxes owed by it so long as any of the Certificates
                remain outstanding.

            


    

     

    
      	 	
              13.

            	
              The
                Owner is not acquiring the Class R Certificates with the intent to
                transfer the Class R Certificates to any person or entity that will
                not
                have sufficient assets to pay any taxes owed by the holder of such
                Class R
                Certificates, or that may become insolvent or subject to a bankruptcy
                proceeding, for so long as the Class R Certificates remain
                outstanding.

            


    

     

    
      	 	
              14.

            	
              The
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, obtain from its transferee the representations required
                by
                Section 6.02(d) of the Pooling and Servicing Agreement under which
                the
                Class R Certificate were issued and will not consummate any such
                transfer
                if it knows, or knows facts that should lead it to believe, that
                any such
                representations are false.

            


    

     

    
      	 	
              15.

            	
              The
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, deliver to the Securities Administrator an affidavit,
                which
                represents and warrants that it is not transferring the Class R
                Certificates to impede the assessment or collection of any tax and
                that it
                has no actual knowledge that the proposed transferee: (i) has insufficient
                assets to pay any taxes owed by such transferee as holder of the
                Class R
                Certificates; (ii) may become insolvent or subject to a bankruptcy
                proceeding for so long as the Class R Certificates remains outstanding;
                and (iii) is not a “Permitted
                Transferee”.

            


    

     

    
      	 	
              16.

            	
              The
                Owner is a citizen or resident of the United States, a corporation,
                partnership or other entity created or organized in, or under the
                laws of,
                the United States or any political subdivision thereof, or an estate
                or
                trust whose income from sources without the United States may be
                included
                in gross income for United States federal income tax purposes regardless
                of its connection with the conduct of a trade or business within
                the
                United States.

            


    

     

    
      	 	
              17.

            	
              The
                Owner of the Class R Certificate, hereby agrees that in the event
                that the
                Trust Fund created by the Pooling and Servicing Agreement is terminated
                pursuant to Section 10.01 thereof, the undersigned shall assign and
                transfer to the Holders of the
                [                 
                ] Certificates any amounts in excess of par received in connection
                with
                such termination. Accordingly, in the event of such termination,
                the
                Securities Administrator is hereby authorized to withhold any such
                amounts
                in excess of par and to pay such amounts directly to the Holders
                of the
                [                 
                ] Certificates. This agreement shall bind and be enforceable against
                any
                successor, transferee or assignee of the undersigned in the Class
                R
                Certificate. In connection with any transfer of the Class R Certificate,
                the Owner shall obtain an agreement substantially similar to this
                clause
                from any subsequent owner.

            


    

     

    
      
        
        

      

      
        B-4-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      _________________, ____.

     

    
      	 	 	 
	 	
              [OWNER]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:
                [Vice] President

            


    

     

    ATTEST:

     

    
      By:
        
        
          

        

      

      
        Name:

      

      
        Title:
          [Assistant] Secretary

      

       

    

    Personally
      appeared before me the above-named __________________, known or proved to me
      to
      be the same person who executed the foregoing instrument and to be a [Vice]
      President of the Owner, and acknowledged to me that [he/she] executed the same
      as [his/her] free act and deed and the free act and deed of the
      Owner.

     

    Subscribed
      and sworn before me this ______________ day of __________,
      ____.


    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of 

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

     

    
      
        
        

      

      
        B-4-4

        
          

        

      

      
        
        

      

    

     

    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    _________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1. I
      am
      a ____________________
      of _________________________ (the “Owner”), a corporation duly organized and
      existing under the laws of _____________, on behalf of whom I make this
      affidavit.

     

    2. The
      Owner
      is not transferring the Class R Certificates (the “Residual Certificates”) to
      impede the assessment or collection of any tax.

     

    3. The
      Owner
      has no actual knowledge that the Person that is the proposed transferee (the
      “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
      any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding and (iii) is not
      a
      Permitted Transferee.

     

    4. The
      Owner
      understands that the Purchaser has delivered to the Securities Administrator
      a
      transfer affidavit and agreement in the form attached to the Pooling and
      Servicing Agreement as Exhibit B-4. The Owner does not know or believe that
      any
      representation contained therein is false.

     

    5. At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
      has
      determined that the Purchaser has historically paid its debts as they became
      due
      and has found no significant evidence to indicate that the Purchaser will not
      continue to pay its debts as they become due in the future. The Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner has conducted
      such an investigation.

     

    6. Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement, dated as of August 1, 2007, among
      MortgageIT Securities Corp., Wells Fargo Bank, N.A., as master servicer and
      securities administrator, Wells Fargo Bank, N.A. as servicer and HSBC Bank
      USA,
      National Association.

     

    
      
        
        

      

      
        B-4-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      ________________, ____.

    
      	 	 	 
	 	
              [OWNER]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

            
	 	
              Title:
                [Vice] President

            


    

     

    ATTEST:

    
       

      By:

      
        
          

        

      

      Name:

      Title:
        [Assistant] Secretary

    

     

    Personally
      appeared before me the above-named _________________, known or proved to me
      to
      be the same person who executed the foregoing instrument and to be a [Vice]
      President of the Owner, and acknowledged to me that [he/she] executed the same
      as [his/her] free act and deed and the free act and deed of the
      Owner.

     

    Subscribed
      and sworn before me this ______ day of _____________, ____.

    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	 
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    
      
        
        

      

      
        B-4-6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C-1

     

    BACK-UP
      CERTIFICATION

     

    Re: __________
      (the “Trust”)

     

    Mortgage
      Pass-Through Certificates, Series 2007-2

     

    I,
      [identify the certifying individual], certify to MortgageIT Securities Corp.
      (the “Depositor”), HSBC Bank USA, National Association (the “Trustee”) or Wells
      Fargo Bank, N.A. (the “Master Servicer”), and their respective officers,
      directors and affiliates, and with the knowledge and intent that they will
      rely
      upon this certification, that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Servicer provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Servicer’s compliance with the servicing criteria
      set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
      in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Servicer
      during 200[ ] that were delivered by the Servicer to the Master Servicer
      pursuant to [the Agreement] [the Amended and Restated Servicing Agreement,
      dated
      as of January 2, 2007 (the “Amended and Restated Servicing Agreement”),
      between the Servicer and DB Structured Products, Inc. (“DBSP”) as amended and
      modified by the Assignment, Assumption and Recognition Agreement, dated as
      of
      August 30, 2007 (the “Assignment Agreement”; together with the Amended and
      Restated Servicing Agreement, the “Servicing Agreement”), among the Servicer,
      DBSP and MortgageIT Securities Corp.] (collectively, the “Servicer Servicing
      Information”);

     

    (2) Based
      on
      my knowledge, the Servicer Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Servicer Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Servicer Servicing Information required to be provided
      by the Servicer under the Agreement has been provided to the Master
      Servicer;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Servicer as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Servicer has fulfilled its obligations under the Agreement in all material
      respects; and

     

    
      
        
        

      

      
        C-1-1

        
          

        

      

      
        
        

      

    

     

    (5) The
      Compliance Statement required to be delivered by the Servicer pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Servicer and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the Master Servicer. Any material instances
      of
      noncompliance described in such reports have been disclosed to the Master
      Servicer. Any material instance of noncompliance with the Servicing Criteria
      has
      been disclosed in such reports.

     

    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in [the Pooling and Servicing Agreement (the “Agreement”), dated as of August 1,
      2007, among MortgageIT Securities Corp. as Depositor, Wells Fargo Bank, N.A.
      as
      Master Servicer and Securities Administrator, Wells Fargo Bank, N.A. as a
      Servicer and HSBC Bank USA, National Association as Trustee] [the Servicing
      Agreement].

     

    
      	 	 	 	 	 
	
              Date:

            	
            	 	 	
            
	 	
              
                

              

               

               

            	 	 	
            
	
              

              [Signature]

            	 	 	
            
	
               

               

            	 	 	 
	
              
                

              

              [Title]

            	 	 	 


    

     

    
      
        
        

      

      
        C-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C-2

     

    FORM
      OF ANNUAL CERTIFICATION

     

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

     

    I,
      ____________________________, the _______________________ of [NAME OF COMPANY]
      (the “Company”), certify to [the Purchaser], [the Depositor], and the [Master
      Servicer] [Securities Administrator] [Trustee], and their officers, with the
      knowledge and intent that they will rely upon this certification,
      that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the Annual
      Independent Public Accountants’ Servicing Report (as defined in the Agreement),
      and all servicing reports, officer’s certificates and other information relating
      to the servicing of the Mortgage Loans by the Company during 200[ ] that were
      delivered by the Company to the [Depositor] [Master Servicer] [Securities
      Administrator] [Trustee] pursuant to the Agreement (collectively, the “Company
      Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the [Depositor] [Master
      Servicer] [Securities Administrator] [Trustee];

     

    (4) I
      am
      responsible for reviewing the activities performed by the Company as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement and the Annual Independent Public Accountants’ Servicing
      Report, the Company has fulfilled its obligations under the Agreement in all
      material respects; and

     

    (5) The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Annual Independent Public Accountants’ Servicing Report
      required to be provided by the Company and by any Subservicer and Subcontractor
      pursuant to the Agreement, have been provided to the [Depositor] [Master
      Servicer]. Any material instances of noncompliance described in such reports
      have been disclosed to the [Depositor] [Master Servicer]. Any material instance
      of noncompliance with the Servicing Criteria has been disclosed in such
      reports.

     

    
      
        
        

      

      
        C-2-1

        
          

        

      

      
        
        

      

    

    
       

      
        	 	 	 	Date:	 
	
              	
              	 	 	
                
                  
 

                 

              
	 	
              	 	By: 	
              
	
              	 	 	
                

                Name:

                
                  Title:

                

              


      

       

      
        
          
          

        

        
          C-2-2

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      D

    


    FORM
      OF
      POWER OF ATTORNEY

    


    RECORDING
      REQUESTED BY

    AND
      WHEN
      RECORDED MAIL TO

    [Servicer]

    [Servicer’s
      Address]

    


    Attn:
      _________________________________

    


    LIMITED
      POWER OF ATTORNEY

     

    KNOW
      ALL
      MEN BY THESE PRESENTS, that ________________, having its principal place of
      business at ____________________, as Trustee (the “Trustee”) pursuant to that
      Pooling and Servicing Agreement among ___________________ (the “Depositor”),
      Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator, Wells
      Fargo Bank, N.A. as a servicer (“Wells Fargo”) and the Trustee, dated as of
      August 1, 2007 (the “Pooling and Servicing Agreement”), hereby constitutes
      and appoints [Wells Fargo][GMAC Mortgage, LLC] (the “Servicer”), by and through
      the Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the
      Trustee’s name, place and stead and for the Trustee’s benefit, in connection
      with all mortgage loans serviced by the Servicer pursuant to [the Pooling and
      Servicing Agreement] [the Amended and Restated Servicing Agreement, dated as
      of
      January 2, 2007, between the Servicer and DB Structured Products, Inc.
      (“DBSP”) as amended and modified by the Assignment, Assumption and Recognition
      Agreement, dated as of August 30, 2007, among the Servicer, DBSP, MortgageIT
      Securities Corp. and the Master Servicer (together, the “Servicing Agreement”)]
      for the purpose of performing all acts and executing all documents in the name
      of the Trustee as may be customarily and reasonably necessary and appropriate
      to
      effectuate the following enumerated transactions in respect of any of the
      mortgages or deeds of trust (the “Mortgages” and the “Deeds of Trust”,
      respectively) and promissory notes secured thereby (the “Mortgage Notes”) for
      which the undersigned is acting as Trustee for various certificateholders
      (whether the undersigned is named therein as mortgagee or beneficiary or has
      become mortgagee by virtue of endorsement of the Mortgage Note secured by any
      such Mortgage or Deed of Trust) and for which the Servicer is acting as
      servicer, all subject to the terms of the [Pooling and Servicing Agreement]
      [Servicing Agreement].

    


    This
      appointment shall apply to the following enumerated transactions
      only:

    


    
      	
              1.

            	
              The
                modification or re-recording of a Mortgage or Deed of Trust, where
                said
                modification or re-recordings is for the purpose of correcting the
                Mortgage or Deed of Trust to conform same to the original intent
                of the
                parties thereto or to correct title errors discovered after such
                title
                insurance was issued and said modification or re-recording, in either
                instance, does not adversely affect the lien of the Mortgage or Deed
                of
                Trust as insured.

            


    

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              The
                subordination of the lien of a Mortgage or Deed of Trust to an easement
                in
                favor of a public utility company of a government agency or unit
                with
                powers of eminent domain; this section shall include, without limitation,
                the execution of partial satisfactions/releases, partial reconveyances
                or
                the execution or requests to trustees to accomplish
                same.

            


    

    


    
      	
              3.

            	
              The
                conveyance of the properties to the mortgage insurer, or the closing
                of
                the title to the property to be acquired as real estate owned, or
                conveyance of title to real estate
                owned.

            


    

    


    
      	4.	
              The
                completion of loan assumption
                agreements.

            


    

    


    
      	
              5.

            	
              The
                full satisfaction/release of a Mortgage or Deed of Trust or full
                conveyance upon payment and discharge of all sums secured thereby,
                including, without limitation, cancellation of the related Mortgage
                Note.

            


    

    


    
      	
              6.

            	
              The
                assignment of any Mortgage or Deed of Trust and the related Mortgage
                Note,
                in connection with the repurchase of the mortgage loan secured and
                evidenced thereby.

            


    

    


    
      	
              7.

            	
              The
                full assignment of a Mortgage or Deed of Trust upon payment and discharge
                of all sums secured thereby in conjunction with the refinancing thereof,
                including, without limitation, the assignment of the related Mortgage
                Note.

            


    

    


    
      	
              8.

            	
              With
                respect to a Mortgage or Deed of Trust, the foreclosure, the taking
                of a
                deed in lieu of foreclosure, or the completion of judicial or non-judicial
                foreclosure or termination, cancellation or rescission of any such
                foreclosure, including, without limitation, any and all of the following
                acts:

            


    

    


    
      	 	
              a.

            	
              the
                substitution of trustee(s) serving under a Deed of Trust, in accordance
                with state law and the Deed of
                Trust;

            


    

    


    
      	 	
              b.

            	
              the
                preparation and issuance of statements of breach or
                non-performance;

            


    

    


    
      	 	
              c.

            	
              the
                preparation and filing of notices of default and/or notices of
                sale;

            


    

    


    
      	 	
              d.

            	
              the
                cancellation/rescission of notices of default and/or notices of
                sale;

            


    

    


    
      	 	
              e.

            	
              the
                taking of a deed in lieu of foreclosure;
                and

            


    

    


    
      	 	
              f.

            	
              the
                preparation and execution of such other documents and performance
                of such
                other actions as may be necessary under the terms of the Mortgage,
                Deed of
                Trust or state law to expeditiously complete said transactions in
                paragraphs 8.a. through 8.e.,
                above.

            


    

    


    The
      undersigned gives said Attorney-in-Fact full power and authority to execute
      such
      instruments and to do and perform all and every act and thing necessary and
      proper to carry into effect the power or powers granted by or under this Limited
      Power of Attorney as fully as the undersigned might or could do, and hereby
      does
      ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
      to be done by authority hereof. 

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    Third
      parties without actual notice may rely upon the exercise of the power granted
      under this Limited Power of Attorney; and may be satisfied that this Limited
      Power of Attorney shall continue in full force and effect and has not been
      revoked unless an instrument of revocation has been made in writing by the
      undersigned.

    


    IN
      WITNESS WHEREOF, ________________ as Trustee pursuant to that Pooling and
      Servicing Agreement among the Depositor, Wells Fargo Bank, N.A. as Master
      Servicer and Securities Administrator, Wells Fargo Bank, N.A. as servicer and
      the Trustee, dated as of ___________ 1, 200__ (_____________ Mortgage
      Pass-Through, Series 200__-___), has caused its corporate seal to be hereto
      affixed and these presents to be signed and acknowledged in its name and behalf
      by ____________ its duly elected and authorized Vice President this _________
      day of _________, 200__.

    
      	 	 	 
	 
 	 
 	
              
                

              

              as
                Trustee for _____ Mortgage

              Pass-Through
                Certificates, 

              Series
                200__-___

               

            
	
            	By:  	
            
	 	
              
                

              

               

              
                

              

               

            


    

     

    
      	
              STATE
                OF _____________

            
	 
	
              COUNTY
                OF ___________

            


    

     

    On
      _______________, 200__, before me, the undersigned, a Notary Public in and
      for
      said state, personally appeared ____________, Vice President of
      ____________________ as Trustee for ___________ Mortgage Pass-Through, Series
      200__-___, personally known to me to be the person whose name is subscribed
      to
      the within instrument and acknowledged to me that he/she executed that same
      in
      his/her authorized capacity, and that by his/her signature on the instrument
      the
      entity upon behalf of which the person acted and executed the
      instrument.

    


    WITNESS
      my hand and official seal.

    (SEAL)

    
      	 	 
	 	
              Notary
                Public

            
	 	
              My
                Commission Expires
                _________________

            


    

     

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    SERVICING
      CRITERIA


    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

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

    


    
      	
              SERVICING
                CRITERIA 

            	 	
              RELEVANT
                SERVICING CRITERIA

            
	
              Reference

            	 	
              Criteria

            	 	
               

            
	 	 	 	 	 
	
               

            	 	
              General
                Servicing Considerations

            	 	
               

            
	 	 	 	 	 
	
              1122(d)(1)(i)

            	 	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(1)(ii)

            	 	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(1)(iii)

            	 	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(iv)

            	 	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
               

            	 	
              Cash
                Collection and Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(i)

            	 	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(ii)

            	 	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(iii)

            	 	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(iv)

            	 	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(v)

            	 	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(vi)

            	 	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 	
              X

            


    

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                SERVICING
                  CRITERIA 

              	 	
                RELEVANT
                  SERVICING CRITERIA

              
	
                Reference

              	 	
                Criteria

              	 
	 	 	 	 


      

    

    
      	
              1122(d)(2)(vii)

            	 	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
               

            	 	
              Investor
                Remittances and Reporting

            	 	 
	 	 	 	 	 
	
              1122(d)(3)(i)

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

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(3)(ii)

            	 	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(3)(iii)

            	 	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(3)(iv)

            	 	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	 	
              X

            
	 	 	 	 	 
	
               

            	 	
              Pool
                Asset Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(i)

            	 	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(ii)

            	 	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(iii)

            	 	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(iv)

            	 	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(v)

            	 	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(vi)

            	 	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(vii)

            	 	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 	
              X

            


    

    
       

      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      

       

      
        	
                SERVICING
                  CRITERIA 

              	 	
                RELEVANT
                  SERVICING CRITERIA

              
	
                Reference

              	 	
                Criteria

              	 
	 	 	 	 


      

    

    
      	
              1122(d)(4)(viii)

            	 	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(ix)

            	 	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(x)

            	 	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xi)

            	 	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xii)

            	 	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xiii)

            	 	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xiv)

            	 	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xv)

            	 	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 	 


    

    


     

    [NAME
      OF
      SERVICER] [MASTER SERVICER] [NAME OF SUBSERVICER]

     

    Date: 

    
      

    

    


    By:

     

    Name:
      

    
      
 

    Title: 

    
      
 

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    


    Schedule
      1122 (Pooling and Servicing Agreement)

     

    Assessments
      of Compliance and Attestation Reports Servicing Criteria2 

    


    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	 	
              Depositor

            	 	
              Seller

            	 	
              Servicers

            	 	
              Trustee

            	 	
              Custodian

            	 	
              Paying
                Agent

            	 	
              Master
                Servicer

            	 	
              Securities
                Administrator

            
	
              (1) General
                Servicing Considerations

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (i)   
                monitoring
                performance or other triggers and events of default

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	
              X

            	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (ii)  
                monitoring
                performance of vendors of activities outsourced

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (iii) 
                maintenance
                of back-up servicer for pool assets

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (iv) 
                fidelity
                bond and E&O policies in effect

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (2) Cash
                Collection and Administration

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (i)  
                timing
                of deposits to custodial account

            	 	 	 	 	 	
              X

            	 	 	 	 	 	
              X

            	 	
              X

            	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (ii)  
                wire
                transfers to investors by authorized personnel

            	 	 	 	 	 	
              X

            	 	 	 	 	 	
              X

            	 	 	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (iii)  advances
                or guarantees made, reviewed and approved as required

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (iv) 
                accounts
                maintained as required

            	 	 	 	 	 	
              X

            	 	 	 	 	 	
              X

            	 	
              X

            	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (v)  
                accounts
                at federally insured depository institutions

            	 	 	 	 	 	
              X

            	 	 	 	 	 	
              X

            	 	
              X

            	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (vi) 
                unissued
                checks safeguarded

            	 	 	 	 	 	
              X

            	 	 	 	 	 	
              X

            	 	 	 	
              X

            


    

    
      

        
          

        

      

      
        
          
            	*	
                    The
                      descriptions of the Item 1122(d) servicing criteria use key
                      words and
                      phrases and are not verbatim recitations of the servicing criteria.
                      Refer
                      to Regulation AB, Item 1122 for a full description of servicing
                      criteria.

                  


          

        

      

       

    

    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	 	
              Depositor

            	 	
              Seller

            	 	
              Servicers

            	 	
              Trustee

            	 	
              Custodian

            	 	
              Paying
                Agent

            	 	
              Master
                Servicer

            	 	
              Securities
                Administrator

            
	
              (vii) monthly
                reconciliations of accounts

            	 	 	 	 	 	
              X

            	 	 	 	 	 	
              X

            	 	
              X

            	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (3) Investor
                Remittances and Reporting

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (i)   
                investor
                reports

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	
              X

            	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (ii)  
                remittances

            	 	 	 	 	 	
              X

            	 	 	 	 	 	
              X

            	 	 	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (iii)  proper
                posting of distributions

            	 	 	 	 	 	
              X

            	 	 	 	 	 	
              X

            	 	 	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (iv) 
                reconciliation
                of remittances and payment statements

            	 	 	 	 	 	
              X

            	 	 	 	 	 	
              X

            	 	
              X

            	 	
              X

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (4) Pool
                Asset Administration

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (i)   
                maintenance
                of pool collateral

            	 	 	 	 	 	
              X

            	 	 	 	
              X

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (ii)  
                safeguarding
                of pool assets/documents

            	 	 	 	 	 	
              X

            	 	 	 	
              X

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (iii) 
                additions,
                removals and substitutions of pool assets

            	 	 	 	
              X

            	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (iv)
                 posting
                and allocation of pool asset payments to pool assets

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (v)  
                reconciliation
                of servicer records

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (vi) 
                modifications
                or other changes to terms of pool assets

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (vii)  
                loss
                mitigation and recovery actions

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (viii)  
                records regarding collection efforts

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (ix)  
                adjustments
                to variable interest rates on pool assets

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        E-5

        
          

        

      

      
        
        

      

    

      

    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	 	
              Depositor

            	 	
              Seller

            	 	
              Servicers

            	 	
              Trustee

            	 	
              Custodian

            	 	
              Paying
                Agent

            	 	
              Master
                Servicer

            	 	
              Securities
                Administrator

            
	
              (x) 
                 matters
                relating to funds held in trust for obligors

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (xi)  payments
                made on behalf of obligors (such as for taxes or
                insurance)

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (xii) late
                payment penalties with respect to payments made on behalf of obligors
                

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (xiii)  
                records with respect to payments made on behalf of
                obligors

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (xiv)  
                recognition
                and recording of delinquencies, charge-offs and uncollectible
                accounts

            	 	 	 	 	 	
              X

            	 	 	 	 	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (xv) maintenance
                of external credit enhancement or other support

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
              X

            


    

     

    
      
        
        

      

      
        E-6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F

    


    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      is a
      Mortgage Loan Purchase Agreement (this “Agreement”), dated August 30, 2007,
      between DB Structured Products, Inc. (the “Seller”) and MortgageIT Securities
      Corp., a Delaware corporation (the “Purchaser”).

     

    Preliminary
      Statement

     

    The
      Seller intends to sell the Mortgage Loans (as hereinafter defined) and the
      Class
      A Swap Agreement (as hereinafter defined) to the Purchaser on the terms and
      subject to the conditions set forth in this Agreement. The Purchaser intends
      to
      deposit the Mortgage Loans into a mortgage pool comprising the Trust Fund.
      The
      Trust Fund will be evidenced by a single series of mortgage pass-through
      certificates designated as MortgageIT Securities Corp. Mortgage Loan Trust,
      Series 2007-2 Mortgage Pass-Through Certificates (the “Certificates”). The
      Certificates will consist of nine (9) classes of certificates. The Certificates
      will be issued pursuant to a Pooling and Servicing Agreement, dated as of August
      1, 2007 (the “Pooling and Servicing Agreement”), among the Purchaser as
      depositor, Wells Fargo Bank, N.A. as a servicer (“Wells”), Wells Fargo Bank,
      N.A. as master servicer (the “Master Servicer”) and as securities administrator
      and HSBC Bank USA, National Association as trustee (the “Trustee”). The
      Purchaser will sell the Class
      A-1, Class A-2, Class B-1, Class B-2 and Class B-3 Certificates
      to Deutsche Bank Securities Inc. (“DBSI”), pursuant to the Underwriting
      Agreement, dated as of May 30, 2007, and the Terms Agreement, dated as of August
      30, 2007, each between the Purchaser and DBSI.
      The
      Purchaser will sell the Class B-4, Class B-5 and Class B-6 Certificates to
      DBSI
      pursuant to the Purchase Agreement dated as of August 31, 2007. The Seller
      will
      sell the Class R Certificates to DBSI pursuant to a Bill of Sale, dated August
      30, 2007. Capitalized terms used but not defined herein shall have the meanings
      set forth in the Pooling and Servicing Agreement. 

     

    The
      parties hereto agree as follows:

     

    SECTION
      1. Agreement
      to Purchase.
      The
      Seller hereby sells, and the Purchaser hereby purchases, on August 30, 2007
      (the
“Closing Date”), (a) certain conventional, one- to four-family, fixed-rate first
      lien, residential mortgage loans (the “Mortgage Loans”), having an aggregate
      principal balance as of the close of business on August 1, 2007 (the “Cut-off
      Date”) of approximately $921,858,139.06 (the “Closing Balance”), after giving
      effect to all payments due on the Mortgage Loans on or before the Cut-off Date,
      whether or not received, but excluding the rights to the servicing of the
      Mortgage Loans, which are owned by Wells and the Sponsor (the “Servicing
      Rights”) and (b) all of the Seller’s right, title and interest in and to the
      Class A Swap Agreement, dated as of August 30, 2007, between Deutsche Bank
      AG
      New York Branch (“DBAG”) and the Trustee as supplemental interest trust trustee
      of MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-2 Mortgage
      Pass-Through Certificates (the “Class A Swap Agreement”), relating to the Class
      A Certificates. 

    


    SECTION
      2. Mortgage
      Loan Schedule.
      The
      Purchaser and the Seller have agreed upon which of the mortgage loans owned
      by
      the Seller are to be purchased by the Purchaser pursuant to this Agreement
      and
      the Seller will prepare or cause to be prepared on or prior to the Closing
      Date
      a final schedule (the “Closing Schedule”) that shall describe such Mortgage
      Loans and set forth all of the Mortgage Loans to be purchased under this
      Agreement. The Closing Schedule will conform to the requirements set forth
      in
      this Agreement and to the definition of “Mortgage Loan Schedule” under the
      Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      3. Consideration.

     

    (a) In
      consideration for the Mortgage Loans and the Class A Swap Agreement to be
      purchased hereunder, the Purchaser shall, as described in Section 8, (i) pay
      to
      or upon the order of the Seller in immediately available funds an amount (the
      “Purchase Price”) equal to (i) $________* and
      (ii)
      a 100% interest in the Class R Certificates. The Class R Certificates shall
      be
      in the name of “Deutsche Bank Securities Inc.”

     

    (b) The
      Purchaser or any assignee, transferee or designee of the Purchaser shall be
      entitled to all scheduled payments of principal due after the Cut-Off Date,
      all
      other payments of principal due and collected after the Cut-Off Date, and all
      payments of interest on the Mortgage Loans allocable to the period after the
      Cut-Off Date. All scheduled payments of principal and interest due on or before
      the Cut-Off Date and collected after the Cut-Off Date shall belong to the
      Seller.

     

    (c) Pursuant
      to the Pooling and Servicing Agreement, the Purchaser will assign all of its
      right, title and interest in and to the Mortgage Loans and the Class A Swap
      Agreement, together with its rights under this Agreement, to the Trustee for
      the
      benefit of the Certificateholders.

     

    SECTION
      4. Transfer
      of the Mortgage Loans.

     

    (a) Possession
      of Mortgage Files.
      The
      Seller does hereby sell to the Purchaser, without recourse but subject to the
      terms of this Agreement, all of its right, title and interest in, to and under
      the Mortgage Loans and the Class A Swap Agreement, but excluding the Servicing
      Rights. The contents of each Mortgage File not delivered to the Purchaser or
      to
      any assignee, transferee or designee of the Purchaser on or prior to the Closing
      Date are and shall be held in trust by the Seller for the benefit of the
      Purchaser or any assignee, transferee or designee of the Purchaser. Upon the
      sale of the Mortgage Loans, the ownership of each Mortgage Note, the related
      Mortgage and the other contents of the related Mortgage File is vested in the
      Purchaser and the ownership of all records and documents with respect to the
      related Mortgage Loan prepared by or that come into the possession of the Seller
      on or after the Closing Date shall immediately vest in the Purchaser and shall
      be delivered immediately to the Purchaser or as otherwise directed by the
      Purchaser.

     

    (b) Delivery
      of Mortgage Loan Documents.
      The
      Seller will, on or prior to the Closing Date, deliver or cause to be delivered
      to the Purchaser or any assignee, transferee or designee of the Purchaser each
      of the following documents for each Mortgage Loan:

     

      
        

      

      
        * Please
          contact the Mortgage Loan Seller for this information.

         

      

    

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    (i) the
      original Mortgage Note, including any riders thereto, endorsed in blank, with
      all prior and intervening endorsements showing a complete chain of endorsement
      from the originator to the Person so endorsing to the Trustee;

     

    (ii) the
      original Mortgage or a certified copy thereof, including any riders thereto,
      with evidence of recording thereon, and the original recorded power of attorney,
      if the Mortgage was executed pursuant to a power of attorney, with evidence
      of
      recording thereon, and in the case of each MOM Loan, the original Mortgage,
      noting the presence of the MIN of the Loan and either language indicating that
      the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan
      at
      origination, the original Mortgage and the assignment thereof to MERS®, with
      evidence of recording indicated thereon;

     

    (iii) unless
      such Mortgage Loan is registered on the MERS System, the original Assignment
      of
      Mortgage executed in blank;

     

    (iv) unless
      such Mortgage Loan is a MOM Loan, the original recorded Assignment or
      Assignments of the Mortgage, or a certified copy or copies thereof, showing
      a
      complete chain of assignment from the originator to the last Person assigning
      the Mortgage;

     

    (v) the
      original or copies of each assumption, modification, written assurance or
      substitution agreement, if any;

     

    (vi) the
      original lender’s title insurance policy, together with all endorsements or
      riders that were issued with or subsequent to the issuance of such policy,
      insuring the priority of the Mortgage as a first lien on the Mortgaged Property
      represented therein as a fee interest vested in the Mortgagor;

     

    (vii) the
      original of any guarantee executed in connection with the Mortgage Note, if
      any;
      and

     

    (viii) the
      original of any security agreement, chattel mortgage or equivalent document
      executed in connection with the Mortgage, if any.

     

    Notwithstanding
      anything to the contrary contained in this Section 4, with respect to a maximum
      of approximately 1.00% of the Mortgage Loans, by aggregate principal balance
      of
      the Mortgage Loans as of the Cut-Off Date, if any original Mortgage Note
      referred to in Section 4(b)(i) above cannot be located, the obligations of
      the
      Seller to deliver such documents shall be deemed to be satisfied upon delivery
      to the Purchaser or any assignee, transferee or designee of the Purchaser of
      a
      photocopy of such Mortgage Note, if available, with a lost note affidavit
      substantially in the form of Exhibit
      1
      attached
      hereto. If any of the original Mortgage Notes for which a lost note affidavit
      was delivered to the Purchaser or any assignee, transferee or designee of the
      Purchaser is subsequently located, such original Mortgage Note shall be
      delivered to the Purchaser or any assignee, transferee or designee of the
      Purchaser within three (3) Business Days; and if any document referred to in
      Section 4(b)(ii) or 4(b)(iv) above has been submitted for recording but either
      (x) has not been returned from the applicable public recording office or (y)
      has
      been lost or such public recording office has retained the original of such
      document, the obligations of the Seller hereunder shall be deemed to have been
      satisfied upon delivery to the Purchaser or any assignee, transferee or designee
      of the Purchaser promptly upon receipt thereof by or on behalf of the Seller
      of
      either the original or a copy of such document certified by the applicable
      public recording office to be a true and complete copy of the
      original.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that the original lender’s title insurance policy has not yet been issued,
      the Seller shall deliver to the Purchaser or any assignee, transferee or
      designee of the Purchaser a written commitment or interim binder or preliminary
      report of title issued by the title insurance or escrow company. The Seller
      shall deliver such original title insurance policy to the Purchaser or any
      assignee, transferee or designee of the Purchaser promptly upon receipt by
      the
      Seller, if any.

     

    Each
      original document relating to a Mortgage Loan which is not delivered to the
      Purchaser or its assignee, transferee or designee, if held by the Seller, shall
      be so held for the benefit of the Purchaser, its assignee, transferee or
      designee.

     

    In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
      expense, within thirty (30) days after the Closing Date, the MERS® System to
      indicate that such Mortgage Loans have been assigned by the Seller to the
      Purchaser and by the Purchaser to the Trustee in accordance with this Agreement
      for the benefit of the Certificateholders by including (or deleting, in the
      case
      of Mortgage Loans which are repurchased in accordance with this Agreement)
      in
      such computer files (a) the code in the field which identifies the specific
      Trustee and (b) the code in the field “Pool Field” which identifies the series
      of the Certificates issued in connection with such Mortgage Loans. The Seller
      further agrees that it will not, and will not permit any Servicer (as
      hereinafter defined) or the Master Servicer to alter the codes referenced in
      this paragraph with respect to any Mortgage Loan during the term of this
      Agreement unless and until such Mortgage Loan is repurchased in accordance
      with
      the terms of this Agreement or the Pooling and Servicing Agreement.

     

    (c) Acceptance
      of Mortgage Loans.
      The
      documents delivered pursuant to Section 4(b) hereof shall be reviewed by the
      Purchaser or any assignee, transferee or designee of the Purchaser at any time
      before or after the Closing Date (and with respect to each document permitted
      to
      be delivered after the Closing Date, within seven (7) days of its delivery)
      to
      ascertain that all required documents have been executed and received and that
      such documents relate to the Mortgage Loans identified on the Closing
      Schedule.

     

    (d) Transfer
      of Interest in Agreements.
      The
      Purchaser has the right to assign its interest under this Agreement, in whole
      or
      in part, to the Trustee, as may be required to effect the purposes of the
      Pooling and Servicing Agreement, without the consent of the Seller, and the
      assignee shall succeed to the rights and obligations hereunder of the Purchaser.
      Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee
      in connection with enforcing any obligations of the Seller under this Agreement
      will be promptly reimbursed by the Seller.

     

    (e) Examination
      of Mortgage Files.
      Prior
      to the Closing Date, the Seller shall either (i) deliver in escrow to the
      Purchaser or to any assignee, transferee or designee of the Purchaser for
      examination the Mortgage File pertaining to each Mortgage Loan or (ii) make
      such
      Mortgage Files available to the Purchaser or to any assignee, transferee or
      designee of the Purchaser for examination. Such examination may be made by
      the
      Purchaser or the Trustee, and their respective designees, upon reasonable notice
      to the Seller during normal business hours before the Closing Date and within
      sixty (60) days after the Closing Date. If any such person makes such
      examination prior to the Closing Date and identifies any Mortgage Loans that
      do
      not conform to the requirements of the Purchaser as described in this Agreement,
      such Mortgage Loans shall be deleted from the Closing Schedule. The Purchaser
      may, at its option and without notice to the Seller, purchase all or part of
      the
      Mortgage Loans without conducting any partial or complete examination. The
      fact
      that the Purchaser or any person has conducted or has failed to conduct any
      partial or complete examination of the Mortgage Files shall not affect the
      rights of the Purchaser or any assignee, transferee or designee of the Purchaser
      to demand repurchase or other relief as provided herein or under the Pooling
      and
      Servicing Agreement.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    SECTION
      5. Representations,
      Warranties and Covenants of the Seller.

     

    The
      Seller hereby represents and warrants to the Purchaser, as of the date hereof
      and as of the Closing Date, and covenants, that:

     

    (i) The
      Seller is a corporation organized under the laws of the state of Delaware with
      full corporate power and authority to conduct its business as presently
      conducted by it to the extent material to the consummation of the transactions
      contemplated herein. The Agreement has been duly authorized, executed and
      delivered by the Seller. The Seller had the full corporate power and authority
      to own the Mortgage Loans and to transfer and convey the Mortgage Loans to
      the
      Purchaser and has the full corporate power and authority to execute and deliver
      and engage in the transactions contemplated by, and perform and observe the
      terms and conditions of, this Agreement;

     

    (ii) The
      Seller has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the Purchaser, constitutes
      a legal, valid and binding obligation of the Seller, enforceable against it
      in
      accordance with its terms except as the enforceability thereof may be limited
      by
      bankruptcy, insolvency or reorganization or by general principles of
      equity;

     

    (iii) The
      execution, delivery and performance of this Agreement by the Seller (x) does
      not
      conflict and will not conflict with, does not breach and will not result in
      a
      breach of and does not constitute and will not constitute a default (or an
      event, which with notice or lapse of time or both, would constitute a default)
      under (A) any terms or provisions of the articles of incorporation or by-laws
      of
      the Seller, (B) any term or provision of any material agreement, contract,
      instrument or indenture, to which the Seller is a party or by which the Seller
      or any of its property is bound, or (C) any law, rule, regulation, order,
      judgment, writ, injunction or decree of any court or governmental authority
      having jurisdiction over the Seller or any of its property and (y) does not
      create or impose and will not result in the creation or imposition of any lien,
      charge or encumbrance (other than any created hereby in favor of the Purchaser
      and its assignees) which would have a material adverse effect upon the Mortgage
      Loans or any documents or instruments evidencing or securing the Mortgage
      Loans;

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (iv) No
      consent, approval, authorization or order of, registration or filing with,
      or
      notice on behalf of the Seller to any governmental authority or court is
      required, under federal laws or the laws of the State of New York, for the
      execution, delivery and performance by the Seller of, or compliance by the
      Seller with, this Agreement or the consummation by the Seller of any other
      transaction contemplated hereby and by the Pooling and Servicing Agreement;
      provided, however, that the Seller makes no representation or warranty regarding
      federal or state securities laws in connection with the sale or distribution
      of
      the Certificates;

     

    (v) The
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction over the Seller or its assets, which
      violation might have consequences that would materially and adversely affect
      the
      condition (financial or otherwise) or the operation of the Seller or its assets
      or might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder;

     

    (vi) Immediately
      prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
      the Seller was the owner of the related Mortgage and the indebtedness evidenced
      by the related Mortgage Note, and, upon the payment to the Seller of the
      Purchase Price, in the event that the Seller retains or has retained record
      title, the Seller shall retain such record title to each Mortgage, each related
      Mortgage Note and the related Mortgage Files with respect thereto in trust
      for
      the Purchaser as the owner thereof from and after the date hereof;

     

    (vii) There
      are
      no actions or proceedings against, or investigations known to it of, the Seller
      before any court, administrative or other tribunal (A) that might prohibit
      its
      entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
      Loans by the Seller or the consummation of the transactions contemplated by
      this
      Agreement or (C) that might prohibit or materially and adversely affect the
      performance by the Seller of its obligations under, or validity or
      enforceability of, this Agreement;

     

    (viii) The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, and the transfer, assignment and
      conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to
      this Agreement are not subject to the bulk transfer or any similar statutory
      provisions in effect in any relevant jurisdiction, except any as may have been
      complied with;

     

    (ix) There
      is
      no litigation currently pending or, to the best of the Seller’s knowledge
      without independent investigation, threatened against the Seller that would
      reasonably be expected to adversely affect the transfer of the Mortgage Loans,
      the issuance of the Certificates or the execution, delivery, performance or
      enforceability of this Agreement; and

     

    (x) [Reserved].
      

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    SECTION
      6. Representations
      and Warranties of the Seller Relating to the Mortgage
      Loans.

     

    The
      Seller hereby represents and warrants to the Purchaser that as to each Mortgage
      Loan as of the Closing Date (unless otherwise set forth herein):

     

    (i) The
      information set forth in the Closing Schedule is true and correct in all
      material respects as of the Cut-Off Date;

     

    (ii) No
      Monthly Payment required to be made under any Mortgage Loan has been
      contractually delinquent by one month or more at any time preceding the date
      such Mortgage Loan was purchased by the Seller;

     

    (iii) To
      the
      best of the Seller’s knowledge, there
      are
      no delinquent taxes, assessment liens or insurance premiums affecting the
      related Mortgaged Property;

     

    (iv) The
      buildings and improvements on the Mortgaged Property are insured against loss
      by
      fire and hazards of extended coverage (excluding earthquake insurance) in an
      amount which is at least equal to the lesser of (i) the amount necessary to
      compensate for any damage or loss to the improvements which are a part of such
      property on a replacement cost basis or (ii) the outstanding principal balance
      of the Mortgage Loan. To the best of the Seller’s knowledge, if the Mortgaged
      Property is in an area identified on a flood hazard map or flood insurance
      rate
      map issued by the Federal Emergency Management Agency as having special flood
      hazards (and such flood insurance has been made available), a flood insurance
      policy meeting the requirements of the current guidelines of the Federal
      Insurance Administration is in effect. All such insurance policies contain
      a
      standard mortgagee clause naming the originator of the Mortgage Loan, its
      successors and assigns as mortgagee and the Seller has not engaged in any act
      or
      omission which would impair the coverage of any such insurance policies. Except
      as may be limited by applicable law, the Mortgage obligates the Mortgagor
      thereunder to maintain all such insurance at the Mortgagor's cost and expense,
      and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
      to maintain such insurance at Mortgagor's cost and expense and to seek
      reimbursement therefor from the Mortgagor;

     

    (v) Each
      Mortgage Loan complied in all material respects with any and all requirements
      of
      any federal, state or local law including, without limitation, usury, truth
      in
      lending, real estate settlement procedures, consumer credit protection, equal
      credit opportunity, predatory and abusive lending, fair housing, or disclosure
      laws applicable to the origination and servicing of Mortgage Loans of a type
      similar to the Mortgage Loans and the consummation of the transactions
      contemplated hereby will not involve the violation of any such
      laws;

     

    (vi) Except
      as
      the Mortgage File may reflect, the Mortgage has not been satisfied, cancelled,
      subordinated or rescinded in whole or in part, and the Mortgaged Property has
      not been released from the lien of the Mortgage, in whole or in part, nor has
      any instrument been executed that would effect any such satisfaction,
      cancellation, subordination, rescission or release;

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    (vii) The
      Mortgage was recorded or was submitted for recording in accordance with all
      applicable laws and is a valid, existing and enforceable first lien on the
      Mortgaged Property including all improvements on the Mortgaged
      Property;

     

    (viii) The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, insured under the related title
      policy, and enforceable in accordance with its terms, except to the extent
      that
      the enforceability thereof may be limited by a bankruptcy, insolvency or
      reorganization;

     

    (ix) The
      Seller is the sole legal, beneficial and equitable owner of the Mortgage Note
      and the Mortgage and has the full right to convey, transfer and sell the
      Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien,
      pledge, charge, claim or security interest and immediately upon the sale,
      assignment and endorsement of the Mortgage Loans from the Seller to the
      Purchaser, the Purchaser shall have good and indefeasible title to and be the
      sole legal owner of the Mortgage Loans subject only to any encumbrance, equity,
      lien, pledge, charge, claim or security interest arising out of the Purchaser’s
      actions;

     

    (x) Each
      Mortgage Loan is covered by either (a) an attorney’s opinion of title and
      abstract of title the form and substance of which is acceptable to mortgage
      lending institutions making mortgage loans in the area where the Mortgaged
      Property is located or (b) a valid and binding American Land Title Association
      lender's title insurance policy issued by a title insurer qualified to do
      business in the jurisdiction where the Mortgaged Property is located. No claims
      have been filed under such lender's title insurance policy, and the Seller
      has
      not done, by act or omission, anything that would impair the coverage of the
      lender's title insurance policy;

     

    (xi) To
      the
      best of the Seller’s knowledge, there is no material default, breach, violation
      event or event of acceleration existing under the Mortgage or the Mortgage
      Note
      and no event which, with the passage of time or with notice and the expiration
      of any grace or cure period, would constitute a material default, breach,
      violation or event of acceleration, and the Seller has not, nor has its
      predecessors, waived any material default, breach, violation or event of
      acceleration;

     

    (xii) As
      of the
      date the Mortgage Loan was purchased by the Seller, to the best of the Seller’s
      knowledge, there was no proceeding pending for the total or partial condemnation
      of the Mortgaged Property;

     

    (xiii) To
      the
      best of the Seller’s knowledge, the Mortgage Loan is not subject to any valid
      right of rescission, set-off, counterclaim or defense, including without
      limitation the defense of usury, nor will the operation of any of the terms
      of
      the Mortgage Note or the Mortgage, or the exercise of any right thereunder,
      render either the Mortgage Note or the Mortgage unenforceable, in whole or
      in
      part, or subject to any such right of rescission, set-off, counterclaim or
      defense, including without limitation the defense of usury, and no such right
      of
      rescission, set-off, counterclaim or defense has been asserted with respect
      thereto;

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    (xiv) To
      the
      best of the Seller’s knowledge, each Mortgage Loan was originated on forms
      acceptable to Fannie Mae or Freddie Mac;

     

    (xv) The
      Mortgaged Property is free of material damage and waste, excepting therefrom
      any
      Mortgage Loan subject to an escrow withhold as shown on the Closing Schedule
      and
      only to the extent of that escrow withhold;

     

    (xvi) All
      parties to the Mortgage Note had the legal capacity to execute the Mortgage
      Note
      and the Mortgage, and the Mortgage Note and the Mortgage have been duly executed
      by such parties;

     

    (xvii) To
      the
      best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
      no appraised improvement located on or being part of the Mortgaged Property
      was
      in violation of any applicable zoning law or regulation and to the best of
      the
      Seller’s knowledge, all inspections, licenses and certificates required in
      connection with the origination of any Mortgage Loan with respect to the
      occupancy of the Mortgaged Property, have been made or obtained from the
      appropriate authorities;

     

    (xviii) The
      Mortgage File contains an appraisal of the related Mortgaged Property which
      satisfied the standards of Fannie Mae and Freddie Mac and was made prior to
      the
      origination of the Mortgage Loan by a qualified appraiser, duly appointed by
      the
      related originator and was made in accordance with the relevant provisions
      of
      the Financial Institutions Reform, Recovery, and Enforcement Act of
      1989;

     

    (xix) Each
      Mortgage Loan is an obligation which is principally secured by an interest
      in
      real property within the meaning of Treasury Regulation section 1.860G
      2(a);

     

    (xx) Each
      Mortgage Loan is directly secured by a first lien on, and consists of a single
      parcel of, real property with a detached one-to-four family residence erected
      thereon, a townhouse or an individual condominium unit in a condominium project,
      or an individual unit in a planned unit development (“PUD”);

     

    (xxi) [Reserved];
      

     

    (xxii) Each
      Mortgage Loan was originated by a savings and loan association, savings bank,
      commercial bank, credit union, insurance company, or similar institution which
      is supervised and examined by a federal or state authority, or by a mortgagee
      approved by the Secretary of Housing and Urban Development or any successor
      thereto;

     

    (xxiii) No
      Mortgage Loan is (a) subject to, covered by or in violation of the provisions
      of
      the Homeownership and Equity Protection Act of 1994, as amended, (b) a “high
      cost”, “covered”, “abusive”, “predatory”, or “high risk” mortgage loan (or a
      similarly designated loan using different terminology) under any federal, state
      or local law, including without limitation, the provisions of the Georgia Fair
      Lending Act, New York Banking Law, Section 6-1, the Arkansas Home Loan
      Protection Act, effective as of June 14, 2003, Kentucky State Statute KRS
      360.100, effective as of June 25, 2003 or any other statute or regulation
      providing assignee liability to holders of such mortgage loans, (c) subject
      to
      or in violation of any such or comparable federal, state or local statutes
      or
      regulations;

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (xxiv) [Reserved];

     

    (xxv) No
      Mortgage Loan is a “High-Cost Home Loan” or a refinanced “Covered Home Loan,” in
      each case, as defined in the New Jersey Home Ownership Act effective November
      27, 2003 (N.J.S.A. 46;10B-22 et seq.);

     

    (xxvi) No
      Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
      and
      Equity protection Act;

     

    (xxvii) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
      Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
      seq.);

     

    (xxviii) No
      Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
      Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
      seq.);

     

    (xxix) There
      is
      no Mortgage Loan that was originated or modified on or after October 1, 2002
      and
      before March 7, 2003, which is secured by property located in the State of
      Georgia. There is no such Mortgage Loan underlying the Certificate that was
      originated on or after March 7, 2003, which is a “high cost home loan” as
      defined under the Georgia Fair Lending Act;

     

    (xxx) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the Massachusetts
      Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws
      Ch. 183C);

     

    (xxxi) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the Indiana Home Loan
      Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through
      24-9-9);

     

    (xxxii) Information
      provided to the Rating Agencies, including the loan level detail, is true and
      correct according to the Rating Agency requirements;

     

    (xxxiii) The
      Mortgage Loans were underwritten in accordance with the related originator’s
      underwriting guidelines in effect at the time the Mortgage Loans were originated
      (the “Applicable Underwriting Guidelines”), except with respect to certain of
      those Mortgage Loans which had compensating factors permitting a deviation
      from
      the Applicable Underwriting Guidelines;

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (xxxiv) There
      are
      no mechanics’ or similar liens or claims which have been filed for work, labor
      or material provided to the related Mortgaged Property prior to the origination
      of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
      with, the lien of the related Mortgage, except as may be disclosed in the
      related title policy;

     

    (xxxv) The
      servicing practices used in connection with the servicing of the Mortgage Loans
      have been in all respects reasonable and customary in the mortgage servicing
      industry of like mortgage loan servicers, servicing similar mortgage loans
      originated in the same jurisdiction as the Mortgaged Property;

     

    (xxxvi) The
      terms
      of the Mortgage Note and the Mortgage have not been materially impaired, waived,
      altered or modified in any respect, except by written instruments, recorded
      in
      the applicable public recording office if necessary to maintain the lien
      priority of the Mortgage. The substance of any such waiver, alteration or
      modification has been approved by the title insurer, to the extent required
      by
      the related policy. No Mortgagor has been released, in whole or in part, except
      in connection with an assumption agreement (approved by the title insurer to
      the
      extent required by the policy) and which assumption agreement has been delivered
      to the Trustee;

     

    (xxxvii) [Reserved];

     

    (xxxviii) [Reserved];

     

    (xxxix) No
      selection procedures were used by the Seller that identified the Mortgage Loans
      as being less desirable or valuable than other comparable mortgage loans in
      the
      Seller’s portfolio;

     

    (xl) No
      Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
      as
      a lessee under a ground lease of the related Mortgaged Property; 

     

    (xli) No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
      are defined in the then current Standard & Poor’s LEVELS®
      Glossary
      which is now Version 6.0 Revised, Appendix E (attached hereto as Exhibit 2))
      and
      no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
      is
      governed by the Georgia Fair Lending Act;

     

    (xlii) The
      Mortgage Note, with respect to a Cooperative Loan, is not and has not been
      secured by any collateral except the lien of the Cooperative Shares and the
      Proprietary Lease; and

     

    (xliii) No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable law and no Mortgage Loan is classified and/or defined as
“high
      cost home”, “covered” (excluding home loans defined as “covered home loans” in
      the New Jersey Home Ownership Security Act of 2002 that were originated between
      November 26, 2003 and July 7, 2004) “high risk home” or “predatory” loan under
      any other federal, state or local law (or a similarly classified loan using
      different terminology under a law imposing heightened regulatory scrutiny or
      additional legal liability for residential mortgage loans having high interest
      rates, points and/or fees). No Group I Mortgage Loan has an “annual percentage
      rate” or “total points and fees” payable by the Mortgagor (as each such term is
      defined under HOEPA) that equal or exceed the applicable thresholds defined
      under HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i)
      and
      (ii)).

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    SECTION
      7. Repurchase
      Obligation for Defective Documentation and for Breach
      of Representation and Warranty.

     

    (a) The
      representations and warranties contained in Section 6 shall not be impaired
      by
      any review and examination of loan files or other documents evidencing or
      relating to the Mortgage Loans or any failure on the part of the Seller or
      the
      Purchaser to review or examine such documents and shall inure to the benefit
      of
      any assignee, transferee or designee of the Purchaser, including the Trustee
      for
      the benefit of the Certificateholders. With respect to the representations
      and
      warranties contained herein as to which the Seller has no knowledge, if it
      is
      discovered that the substance of any such representation and warranty was
      inaccurate as of the date such representation and warranty was made or deemed
      to
      be made, and such inaccuracy materially and adversely affects the value of
      the
      related Mortgage Loan or the interest therein of the Purchaser or the
      Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
      knowledge by the Seller with respect to the substance of such representation
      and
      warranty being inaccurate at the time the representation and warranty was made,
      the Seller shall take such action described in the following paragraph in
      respect of such Mortgage Loan. Notwithstanding anything to the contrary
      contained herein, any breach of a representation or warranty contained in
      clauses (viii), (xxxix), and (xliii) of Section 6 above, shall be automatically
      deemed to affect materially and adversely the interests of the Purchaser or
      the
      Purchaser’s assignee, transferee or designee.

     

    Upon
      discovery by the Seller, the Purchaser or any assignee, transferee or designee
      of the Purchaser of any materially defective document in, or that any material
      document was not transferred by the Seller (as listed on the Custodian’s
      preliminary exception report, as described in the Custodial
      Agreement,
      as part
      of any Mortgage File or of a breach of any of the representations and warranties
      contained in Section 6 that materially and adversely affects the value of any
      Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s
      assignee, transferee or designee, the party discovering such breach shall give
      prompt written notice to the Seller. Within sixty (60) days of its discovery
      or
      its receipt of notice of any such missing documentation that was not transferred
      by the Seller as described above, or of materially defective documentation,
      or
      within sixty (60) days of any such breach of a representation and warranty,
      the
      Seller promptly shall deliver such missing document or cure such defect or
      breach in all material respects or, in the event the Seller cannot deliver
      such
      missing document or cannot cure such defect or breach, the Seller shall, within
      ninety (90) days of its discovery or receipt of notice of any such missing
      or
      materially defective documentation or within ninety (90) days of any such breach
      of a representation and warranty, either (i) repurchase the affected Mortgage
      Loan at the Purchase Price (as such term is defined in the Pooling and Servicing
      Agreement) or (ii) pursuant to the provisions of the Pooling and Servicing
      Agreement, cause the removal of such Mortgage Loan from the Trust Fund and
      substitute one or more Qualified Substitute Mortgage Loans. The Seller shall
      amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan
      from
      the terms of this Agreement and the Pooling and Servicing Agreement.
      Notwithstanding the foregoing, if the representation made by the Seller in
      Section 6(xxiv) of this Agreement is breached, the Trustee shall, in accordance
      with the terms of the Pooling and Servicing Agreement, enforce the obligation
      of
      the Seller to repurchase such Mortgage Loan at the Purchase Price, or to provide
      a Qualified Substitute Mortgage Loan (plus any costs and damages incurred by
      the
      Trust Fund in connection with any violation by any such Mortgage Loan of any
      predatory or abusive lending law) within ninety (90) days after the date on
      which the Seller was notified of such breach. The Seller shall deliver to the
      Purchaser such amended Closing Schedule and shall deliver such other documents
      as are required by this Agreement or the Pooling and Servicing Agreement within
      five (5) days of any such amendment. Any repurchase pursuant to this Section
      7(a) shall be accomplished by transfer to an account designated by the Purchaser
      of the amount of the Purchase Price in accordance with Section 2.03 of the
      Pooling and Servicing Agreement. Any repurchase required by this Section shall
      be made in a manner consistent with Section 2.03 of the Pooling and Servicing
      Agreement.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (b) [Reserved].

     

    (c) It
      is
      understood and agreed that the obligations of the Seller set forth in this
      Section 7 to cure or repurchase a defective Mortgage Loan (and to make payments
      pursuant to Section 7(b)) constitute the sole remedies of the Purchaser
      against the Seller respecting a missing document or a breach of the
      representations and warranties contained in Section 6.

     

    SECTION
      8. Closing;
      Payment for the Mortgage Loans.
      The
      closing of the purchase and sale of the Mortgage Loans and the Class A Swap
      Agreement shall be held at the New York City office of Thacher Proffitt &
Wood LLP at 10:00 a.m. New York City time on the Closing Date.

     

    The
      closing shall be subject to each of the following conditions:

     

    
      	 	
              (a)

            	
              All
                of the representations and warranties of the Seller under this Agreement
                shall be true and correct in all material respects as of the date
                as of
                which they are made and no event shall have occurred which, with
                notice or
                the passage of time, would constitute a default under this
                Agreement;

            


    

     

    
      	 	
              (b)

            	
              The
                Purchaser shall have received, or the attorneys of the Purchaser
                shall
                have received in escrow (to be released from escrow at the time of
                closing), all closing documents as specified in Section 9 of this
                Agreement, in such forms as are agreed upon and acceptable to the
                Purchaser, duly executed by all signatories other than the Purchaser
                as
                required pursuant to the respective terms
                thereof;

            


    

     

    
      	 	
              (c)

            	
              The
                Seller shall have delivered or caused to be delivered and released
                to the
                Purchaser or to its designee, all documents (including without limitation,
                the Mortgage Loans) required to be so delivered by the Purchaser
                pursuant
                to Section 2.01 of the Pooling and Servicing Agreement;
                and

            


    

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              All
                other terms and conditions of this Agreement and the Pooling and
                Servicing
                Agreement shall have been complied
                with.

            


    

     

    Subject
      to the foregoing conditions, the Purchaser shall deliver or cause to be
      delivered to the Seller on the Closing Date, against delivery and release by
      the
      Seller to the Trustee of all documents required pursuant to the Pooling and
      Servicing Agreement, the consideration for the Mortgage Loans as specified
      in
      Section 3 of this Agreement.

     

    SECTION
      9. Closing
      Documents.
      Without
      limiting the generality of Section 8 hereof, the closing shall be subject to
      delivery of each of the following documents:

     

    
      	 	
              (a)

            	
              An
                Officer’s Certificate of the Seller, dated the Closing Date, upon which
                the Purchaser and DBSI may rely with respect to certain facts regarding
                the sale of the Mortgage Loans by the Seller to the
                Purchaser;

            


    

     

    
      	 	
              (b)

            	
              An
                Opinion of Counsel of the Seller, dated the Closing Date and addressed
                to
                the Purchaser and DBSI;

            


    

     

    
      	 	
              (c)

            	
              Such
                opinions of counsel as the Rating Agencies or the Trustee may request
                in
                connection with the sale of the Mortgage Loans by the Seller to the
                Purchaser or the Seller’s execution and delivery of, or performance under,
                this Agreement; and

            


    

     

    
      	 	
              (d)

            	
              Such
                further information, certificates, opinions and documents as the
                Purchaser
                or DBSI may reasonably request.

            


    

     

    SECTION
      10. Costs.
      The
      Seller shall pay (or shall reimburse the Purchaser or any other Person to the
      extent that the Purchaser or such other Person shall pay) all costs and expenses
      incurred in connection with the transfer and delivery of the Mortgage Loans,
      including without limitation, fees for title policy endorsements and
      continuations, the fees and expenses of the Seller’s accountants and attorneys,
      the costs and expenses incurred in connection with producing any Servicer’s loan
      loss, foreclosure and delinquency experience, and the costs and expenses
      incurred in connection with obtaining the documents referred to in Sections
      9(a), 9(b) and 9(c), the costs and expenses of printing (or otherwise
      reproducing) and delivering this Agreement, the Pooling and Servicing Agreement,
      the Certificates, the prospectus and prospectus supplement, and any private
      placement memorandum relating to the Certificates and other related documents,
      the initial fees, costs and expenses of the Trustee, the fees and expenses
      of
      the Purchaser’s counsel in connection with the preparation of all documents
      relating to the securitization of the Mortgage Loans, the filing fee charged
      by
      the Securities and Exchange Commission for registration of the Certificates
      and
      the fees charged by any rating agency to rate the Certificates. All other costs
      and expenses in connection with the transactions contemplated hereunder shall
      be
      borne by the party incurring such expense.

     

    SECTION
      11. Servicing.
      The
      Mortgage Loans will be master serviced by the Master Servicer under the Pooling
      and Servicing Agreement, serviced by either Wells under the Pooling and
      Servicing Agreement or serviced by GMAC
      Mortgage, LLC
      (“GMACM”; together with Wells, each a “Servicer”),
      as
      applicable, on behalf of the Trust, pursuant to a separate servicing agreement
      identified in the Pooling and Servicing Agreement and assigned to the Purchaser
      on the Closing Date and the Seller has represented to the Purchaser that such
      Mortgage Loans are not subject to any other servicing agreements with third
      parties. It is understood and agreed between the Seller and the Purchaser that
      the Mortgage Loans are to be delivered free and clear of any other servicing
      agreements. Neither the Purchaser nor any affiliate of the Purchaser is
      servicing the Mortgage Loans under any such servicing agreement and,
      accordingly, neither the Purchaser nor any affiliate of the Purchaser is
      entitled to receive any fee for releasing the Mortgage Loans from any such
      servicing agreement. For so long as the applicable Servicer services the
      Mortgage Loans, such Servicer shall be entitled to the related Servicing Fee
      and
      such other payments as provided for under the terms of the Pooling and Servicing
      Agreement or the related servicing agreement, as applicable.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    SECTION
      12. Mandatory
      Delivery; Grant of Security Interest.
      The
      sale and delivery on the Closing Date of the Mortgage Loans (exclusive of the
      Servicing Rights) described on the Closing Schedule in accordance with the
      terms
      and conditions of this Agreement is mandatory. It is specifically understood
      and
      agreed that each Mortgage Loan is unique and identifiable on the date hereof
      and
      that an award of money damages would be insufficient to compensate the Purchaser
      for the losses and damages incurred by the Purchaser in the event of the
      Seller’s failure to deliver the Mortgage Loans on or before the Closing Date.
      The Seller hereby grants to the Purchaser a lien on and a continuing security
      interest in the Seller’s interest in each Mortgage Loan and each document and
      instrument evidencing each such Mortgage Loan to secure the performance by
      the
      Seller of its obligation hereunder, and the Seller agrees that it holds such
      Mortgage Loans in custody for the Purchaser, subject to the Purchaser’s (i)
      right, prior to the Closing Date, to reject any Mortgage Loan to the extent
      permitted by this Agreement and (ii) obligation to deliver or cause to be
      delivered the consideration for the Mortgage Loans pursuant to Section 8 hereof.
      Any Mortgage Loans rejected by the Purchaser shall concurrently therewith be
      released from the security interest created hereby. All rights and remedies
      of
      the Purchaser under this Agreement are distinct from, and cumulative with,
      any
      other rights or remedies under this Agreement or afforded by law or equity
      and
      all such rights and remedies may be exercised concurrently, independently or
      successively.

     

    Notwithstanding
      the foregoing, if on the Closing Date, each of the conditions set forth in
      Section 8 hereof shall have been satisfied and the Purchaser shall not have
      paid
      or caused to be paid the Purchase Price, or any such condition shall not have
      been satisfied and satisfaction of such condition shall not have been waived
      and
      the Purchaser determines not to pay or cause to be paid the Purchase Price,
      the
      Purchaser shall immediately effect the redelivery of the Mortgage Loans, if
      delivery to the Purchaser has occurred, and the security interest created by
      this Section 12 shall be deemed to have been released.

     

    SECTION
      13. Notices.
      All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by fax and, receipt of which
      is
      confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
      MortgageIT Securities Corp., 33 Maiden Lane, 6th
      Floor,
      New York, NY 10038, Attention: Andy Occhino, or such other address as may
      hereafter be furnished to the Seller in writing by the Purchaser; and if to
      the
      Seller, addressed to the Seller at 60 Wall Street, New York, New York 10005,
      fax: (212) 250-2500, Attention: Susan Valenti, or to such other address as
      the
      Seller may designate in writing to the Purchaser.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    SECTION
      14. Severability
      of Provisions.
      Any
      part, provision, representation or warranty of this Agreement that is prohibited
      or that is held to be void or unenforceable shall be ineffective to the extent
      of such prohibition or unenforceability without invalidating the remaining
      provisions hereof. Any part, provision, representation or warranty of this
      Agreement that is prohibited or unenforceable or is held to be void or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof, and any such prohibition or unenforceability in
      any
      jurisdiction as to any Mortgage Loan shall not invalidate or render
      unenforceable such provision in any other jurisdiction. To the extent permitted
      by applicable law, the parties hereto waive any provision of law which prohibits
      or renders void or unenforceable any provision hereof.

     

    SECTION
      15. Agreement
      of Parties.
      The
      Seller and the Purchaser each agree to execute and deliver such instruments
      and
      take such actions as either of them may, from time to time, reasonably request
      in order to effectuate the purpose and to carry out the terms of this Agreement
      and the Pooling and Servicing Agreement.

     

    SECTION
      16. Survival.
      The
      Seller agrees that the representations, warranties and agreements made by it
      herein and in any certificate or other instrument delivered pursuant hereto
      shall be deemed to be relied upon by the Purchaser, notwithstanding any
      investigation heretofore or hereafter made by the Purchaser or on its behalf,
      and that the representations, warranties and agreements made by the Seller
      herein or in any such certificate or other instrument shall survive the delivery
      of and payment for the Mortgage Loans and shall continue in full force and
      effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
      Notes and notwithstanding subsequent termination of this Agreement, the Pooling
      and Servicing Agreement or the Trust Fund.

     

    SECTION
      17. GOVERNING
      LAW.
      THIS
      AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
      PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
      YORK.
      THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW
      YORK
      GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

     

    SECTION
      18. Miscellaneous.
      This
      Agreement may be executed in two or more counterparts, each of which when so
      executed and delivered shall be an original, but all of which together shall
      constitute one and the same instrument. This Agreement shall inure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and assigns. This Agreement supersedes all prior agreements and
      understandings relating to the subject matter hereof. Neither this Agreement
      nor
      any term hereof may be changed, waived, discharged or terminated orally, but
      only by an instrument in writing signed by the party against whom enforcement
      of
      the change, waiver, discharge or termination is sought. The headings in this
      Agreement are for purposes of reference only and shall not limit or otherwise
      affect the meaning hereof.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      and the Class A Swap Agreement by the Seller to the Purchaser as provided in
      Section 4 hereof be, and be construed as, a sale of the Mortgage Loans and
      the
      Class A Swap Agreement by the Seller to the Purchaser and not as a pledge of
      the
      Mortgage Loans and the Class A Swap Agreement by the Seller to the Purchaser
      to
      secure a debt or other obligation of the Seller. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      and
      the Class A Swap Agreement are held to be property of the Seller, then (a)
      it is
      the express intent of the parties that such conveyance be deemed a pledge of
      the
      Mortgage Loans and the Class A Swap Agreement by the Seller to the Purchaser
      to
      secure a debt or other obligation of the Seller and (b) (1) this Agreement
      shall
      also be deemed to be a security agreement within the meaning of Articles 8
      and 9
      of the New York Uniform Commercial Code, (2) the conveyance provided for in
      Section 4 hereof shall be deemed to be a grant by the Seller to the Purchaser
      of
      a security interest in all of the Seller’s right, title and interest in and to
      the Mortgage Loans and the Class A Swap Agreement and all amounts payable to
      the
      holders of the Mortgage Loans and the Class A Swap Agreement in accordance
      with
      the terms thereof and all proceeds of the conversion, voluntary or involuntary,
      of the foregoing into cash, instruments, securities or other property, including
      without limitation all amounts, other than investment earnings, from time to
      time held or invested in the Collection Account whether in the form of cash,
      instruments, securities or other property, (3) the possession by the Purchaser
      or its agent of Mortgage Notes, the related Mortgages and such other items
      of
      property that constitute instruments, money, negotiable documents or chattel
      paper shall be deemed to be “possession by the secured party” for purposes of
      perfecting the security interest pursuant to Section 9-305 of the New York
      Uniform Commercial Code, and (4) notifications to persons holding such property
      and acknowledgments, receipts or confirmations from persons holding such
      property shall be deemed notifications to, or acknowledgments, receipts or
      confirmations from, financial intermediaries, bailees or agents (as applicable)
      of the Purchaser for the purpose of perfecting such security interest under
      applicable law. Any assignment of the interest of the Purchaser pursuant to
      Section 4(d) hereof shall also be deemed to be an assignment of any security
      interest created hereby. The Seller and the Purchaser shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the
      Mortgage Loans and the Class A Swap Agreement, such security interest would
      be
      deemed to be a perfected security interest of first priority under applicable
      law and will be maintained as such throughout the term of this Agreement and
      the
      Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    SECTION
      19. Third
      Party Beneficiary.
      The
      parties hereto acknowledge and agree that DBSI and each of its respective
      successors and assigns shall have all the rights of a third-party beneficiary
      in
      respect of Section 12 of this Agreement and shall be entitled to rely upon
      and
      directly enforce the provisions of Section 12 of this Agreement.

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
      signed by their respective officers thereunto duly authorized as of the date
      first above written.

     

    
      	 	 	 
	 	DB
              STRUCTURED
              PRODUCTS, INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Ernest Calabrese
	 	
              
Name:
              Ernest Calabrese
	 	
              Its:
                Director

            


    

    
      	 	 	 
	 	 	 
	
            	By:  	/s/
              Rika
              Yano
	 	
              
Name:
              Rika Yano
	 	
              Its:
                Vice President

            


      	 	 	 
	 	
              MORTGAGEIT
                SECURITIES CORP.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Doug
              Naidus
	 	
              

              Name:
                Doug Naidus

            
	 	
              Title:
                President

            


      	 	 	 
	 
 	 
 	 
 
	
            	By:  	/s/
              Robert Gulz
	 	
              

              Name:
                Robert Gulz

            
	 	
              Title:
                Treasurer

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      1

     

    Loan
      #:
      _____

    Borrower:
      _____

     

    LOST
      NOTE AFFIDAVIT

     

    I,
      as
      _____________________ of ____________________, a _______________ am authorized
      to make this Affidavit on behalf of __________________ (the “Seller”). In
      connection with the administration of the Mortgage Loans held by
      ______________________, a _______________ [corporation] as Seller on behalf
      of
      ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

     

    1. The
      Seller’s address is:

     

    ____________________________

    ____________________________

    ____________________________

     

    2. The
      Seller previously delivered to the Purchaser a signed initial certification
      with
      respect to such Mortgage and/or Assignment;

     

    3. Such
      Mortgage Note and/or Assignment was assigned or sold to the Purchaser by
      __________________, a _________________ pursuant to the terms and provisions
      of
      a Mortgage Loan Purchase Agreement dated as of _______, 2007;

     

    4. Such
      Mortgage Note and/or Assignment is not outstanding pursuant to a request for
      release of Documents;

     

    5. Aforesaid
      Mortgage Note and/or Assignment (the “Original”) has been lost;

     

    6. Deponent
      has made or caused to be made a diligent search for the Original and has been
      unable to find or recover same;

     

    7. The
      Seller was the Seller of the Original at the time of the loss; and

     

    8. Deponent
      agrees that, if said Original should ever come into Seller’s possession, custody
      or power, Seller will immediately and without consideration surrender the
      Original to the Purchaser.

     

    9. Attached
      hereto is a true and correct copy of (i) the Note, endorsed in blank by the
      Mortgagee and (ii) the Mortgage or deed of trust (strike one) which secures
      the
      Note, which Mortgage or deed of trust is recorded in the county where the
      property is located.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. Deponent
      hereby agrees that the Seller (a) shall indemnify and hold harmless the
      Purchaser, its successors and assigns, against any loss, liability or damage,
      including reasonable attorney’s fees, resulting from the unavailability of any
      Notes, including but not limited to any loss, liability or damage arising from
      (i) any false statement contained in this Affidavit, (ii) any claim of any
      party
      that purchased a mortgage loan evidenced by the Lost Note or any interest in
      such mortgage loan, (iii) any claim of any borrower with respect to the
      existence of terms of a mortgage loan evidenced by the Lost Note on the related
      property to the fact that the mortgage loan is not evidenced by an original
      note
      and (iv) the issuance of a new instrument in lieu thereof (items (i) through
      (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
      Rating Agency in connection with placing such Lost Note into a Pass-Through
      Transfer, shall obtain a surety from an insurer acceptable to the applicable
      Rating Agency to cover any Losses with respect to such Lost Note.

     

    11. This
      Affidavit is intended to be relied upon by the Purchaser, its successors and
      assigns. [Seller] represents and warrants that is has the authority to perform
      its obligations under this Affidavit of Lost Note.

     

    Executed
      this _ day of _______, 200_.

    
      	 	 	 
	 	
            
	
            	By:  	
            
	 	
              
Name:
	 	
              Title:

            


    

     

    On
      this
      __ day of ______, 200_, before me appeared ______________________ to me
      personally known, who being duly sworn did say that he is the
      _______________________ of ____________________, a ______________________ and
      that said Affidavit of Lost Note was signed and sealed on behalf of such
      corporation and said acknowledged this instrument to be the free act and deed
      of
      said entity.

     

    Signature:

     

    [Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      2

    


    Appendix
      E - Standard & Poor’s Predatory Lending Categories


     

    Standard
      & Poor’s has categorized loans governed by anti-predatory lending laws in
      the Jurisdictions listed below into three categories based upon a combination
      of
      factors that include (a) the risk exposure associated with the assignee
      liability and (b) the tests and thresholds set forth in those laws. Note that
      certain loans classified by the relevant statute as Covered are included in
      Standard & Poor’s High Cost Loan Category because they included thresholds
      and tests that are typical of what is generally considered High Cost by the
      industry. 

     

    
      	
              Standard
                & Poor’s High Cost Loan Categorization 

            
	
              State/Jurisdiction
                

            	 	
              Name
                of Anti-Predatory 

              Lending
                Law/Effective Date 

            	 	
              Category
                under Applicable 

              Anti-Predatory
                Lending Law 

            
	 	 	 	 	 
	
              Arkansas
                

            	 	
              Arkansas
                Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq. Effective
                July 16, 2003 

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              Cleveland
                Heights, OH 

            	 	
              Ordinance
                No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2, 2003
                

            	 	
              Covered
                Loan 

            
	 	 	 	 	 
	
              Colorado
                

            	 	
              Consumer
                Equity Protection, Colo. Stat. Ann. §§ 53.5-101 et seq. Effective for
                covered loans offered or entered into on or after January 1, 2003.
                Other
                provisions of the Act took effect on June 7, 2002 

            	 	
              Covered
                Loan 

            
	 	 	 	 	 
	
              Connecticut
                

            	 	
              Connecticut
                Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et
                seq. Effective October 1, 2001 

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              District
                of Columbia 

            	 	
              Home
                Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans
                closed on or after January 28, 2003 

            	 	
              Covered
                Loan 

            
	 	 	 	 	 
	
              Florida
                

            	 	
              Fair
                Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq. Effective October 2, 2002
                

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003) 

            	 	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective October 1,
                2002 - March 6, 2003 

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              Georgia
                as amended (Mar. 7, 2003 - current) 

            	 	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective for loans
                closed on or after March 7, 2003 

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              HOEPA
                Section 32 

            	 	
              Home
                Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                §§ 226.32 and 226.34 Effective October 1, 1995, amendments October 1,
                2002
                

            	 	
              High
                Cost Loan 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Standard
                & Poor’s High Cost Loan Categorization 

            
	
              State/Jurisdiction
                

            	 	
              Name
                of Anti-Predatory 

              Lending
                Law/Effective Date 

            	 	
              Category
                under Applicable 

              Anti-Predatory
                Lending Law 

            
	 	 	 	 	 
	
              Illinois
                

            	 	
              High
                Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective
                January 1, 2004 (prior to this date, regulations under Residential
                Mortgage License Act effective from May 14, 2001) 

            	 	
              High
                Risk Home Loan 

            
	 	 	 	 	 
	
              Indiana
                

            	 	
              Indiana
                Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq. Effective
                January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.
                

            	 	
              High
                Cost Home Loans 

            
	 	 	 	 	 
	
              Kansas
                

            	 	
              Consumer
                Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq. Sections 16a-1-301 and
                16a-3-207 became effective April 14, 1999; Section 16a-3-308a became
                effective July 1, 1999 

            	 	
              High
                Loan to Value Consumer Loan (id. § 16a-3-207) and; 
                

                High
                  APR Consumer Loan (id. § 16a-3-308a) 

              
 
	 	 	 	 	 
	
              Kentucky
                

            	 	
              2003
                KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 et seq.
                Effective June 24, 2003 

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              Maine
                

            	 	
              Truth
                in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September
                29, 1995 and as amended from time to time 

            	 	
              High
                Rate High Fee Mortgage 

            
	 	 	 	 	 
	
              Massachusetts
                

            	 	
              Part
                40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et
                seq. Effective March 22, 2001 and amended from time to time
                

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              Nevada
                

            	 	
              Assembly
                Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1,
                2003 

            	 	
              Home
                Loan 

            
	 	 	 	 	 
	
              New
                Jersey 

            	 	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq. Effective for loans closed on or after November 27, 2003
                

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              New
                Mexico 

            	 	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of
                January 1, 2004; Revised as of February 26, 2004 

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              New
                York 

            	 	
              N.Y.
                Banking Law Article 6-l Effective for applications made on or after
                April
                1, 2003 

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              North
                Carolina 

            	 	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et
                seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end
                lines of credit) 

            	 	
              High
                Cost Home Loan 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Standard
                & Poor’s High Cost Loan Categorization 

            
	
              State/Jurisdiction
                

            	 	
              Name
                of Anti-Predatory 

              Lending
                Law/Effective Date 

            	 	
              Category
                under Applicable 

              Anti-Predatory
                Lending Law 

            
	 	 	 	 	 
	
              Ohio
                

            	 	
              H.B.
                386 (codified in various sections of the Ohio Code), Ohio Rev. Code
                Ann.
                §§ 1349.25 et seq. Effective May 24, 2002 

            	 	
              Covered
                Loan 

            
	 	 	 	 	 
	
              Oklahoma
                

            	 	
              Consumer
                Credit Code (codified in various sections of Title 14A) Effective
                July 1,
                2000; amended effective January 1, 2004 

            	 	
              Subsection
                10 Mortgage 

            
	 	 	 	 	 
	
              Rhode
                Island 

            	 	
              Rhode
                Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.
                Effective December 31, 2006. 

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              South
                Carolina 

            	 	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et seq. Effective for loans taken on or after January 1, 2004
                

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              Tennessee
                

            	 	
              Tennessee
                Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et seq. Effective
                January 1, 2007. 

            	 	
              High
                Cost Home Loan 

            
	 	 	 	 	 
	
              West
                Virginia 

            	 	
              West
                Virginia Residential Mortgage Lender, Broker and Servicer Act, W.
                Va. Code
                Ann. §§ 31-17-1 et seq. Effective June 5, 2002 

            	 	
              West
                Virginia Mortgage Loan Act Loan 

            


    

    


    
      	
              Standard
                & Poor’s Covered Loan Categorization 

            
	
              State/Jurisdiction
                

            	 	
              Name
                of Anti-Predatory 

              Lending
                Law/Effective Date 

            	 	
              Category
                under Applicable 

              Anti-Predatory
                Lending Law 

            
	 	 	 	 	 
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003) 

            	 	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective October 1,
                2002 - March 6, 2003 

            	 	
              Covered
                Loan 

            
	 	 	 	 	 
	
              New
                Jersey 

            	 	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq. Effective November 27, 2003 - July 5, 2004 

            	 	
              Covered
                Home Loan 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              Standard
                & Poor’s Home Loan Categorization 

            
	
              State/Jurisdiction
                

            	 	
              Name
                of Anti-Predatory Lending Law/Effective Date 

            	 	
              Category
                under Applicable Anti-Predatory Lending Law 

            
	 	 	 	 	 
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003) 

            	 	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective October 1,
                2002 - March 6, 2003 

            	 	
              Home
                Loan 

            


    

    


    
      	
              Standard
                & Poor’s Home Loan Categorization 

            
	
              State/Jurisdiction
                

            	 	
              Name
                of Anti-Predatory Lending Law/Effective Date 

            	 	
              Category
                under Applicable Anti-Predatory Lending Law 

            
	 	 	 	 	 
	
              New
                Jersey 

            	 	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                et seq. Effective for loans closed on or after November 27, 2003
                

            	 	
              Home
                Loan 

            
	
              New
                Mexico 

            	 	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of
                January 1, 2004; Revised as of February 26, 2004 

            	 	
              Home
                Loan 

            
	
              North
                Carolina 

            	 	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et
                seq. Effective July 1, 2000; amended October 1, 2003 (adding open-end
                lines of credit) 

            	 	
              Consumer
                Home Loan 

            
	
              South
                Carolina 

            	 	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et seq. Effective for loans taken on or after January 1, 2004
                

            	 	
              Consumer
                Home Loan 

            


    

    


    Revised
      03/01/07 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      G

    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the party identified
      as responsible for preparing the Securities Exchange Act Reports pursuant to
      Section 5.06(a)(ii). 

    


    Under
      Item 1 of Form 10-D: a) items marked “monthly statement” are required to be
      included in the periodic Distribution Date statement under Section 5.02,
      provided by the Securities Administrator based on information received from
      the
      Master Servicer; and b) items marked “Form 10-D report” are required to be in
      the Form 10-D report but not the monthly statement, provided by the party
      indicated. Information under all other Items of Form 10-D is to be included
      in
      the Form 10-D report.


    

      
        	
                Form

              	
                 

              	
                Item

              	
                 

              	
                Description

              	
                 

              	
                Servicers

              	
                 

              	
                Master
                  Servicer

              	
                 

              	
                Securities
                  Administrator

              	
                 

              	
                Custodian

              	
                 

              	
                Trustee

              	
                 

              	
                Depositor

              	
                 

              	
                Sponsor

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                10-D

              	 	
                Must
                  be filed within 15 days of the distribution date for the asset-backed
                  securities.

              
	 	 	
                1

              	 	
                Distribution
                  and Pool Performance Information

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1121(a) - Distribution and Pool Performance
                  Information

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (2)
                  Cash flows received and the sources thereof for distributions,
                  fees and
                  expenses.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (3)
                  Calculated amounts and distribution of the flow of funds for the
                  period
                  itemized by type and priority of payment, including:

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	
                 

              	
                Item

              	
                 

              	
                Description

              	
                 

              	
                Servicers

              	
                 

              	
                Master
                  Servicer

              	
                 

              	
                Securities
                  Administrator

              	
                 

              	
                Custodian

              	
                 

              	
                Trustee

              	
                 

              	
                Depositor

              	
                 

              	
                Sponsor

              
	 	 	 	 	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums
                  or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (iv)
                  The amount of excess cash flow or excess spread and the disposition
                  of
                  excess cash flow.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (4)
                  Beginning and ending principal balances of the asset-backed
                  securities.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	 	 	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material account activity during the period.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average remaining term, pool factors and prepayment
                  amounts.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	
                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (9)
                  Delinquency and loss information for the period.

              	 	
                X

              	 	
                X

              	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                In
                  addition, describe any material changes to the information specified
                  in
                  Item 1100(b)(5) of Regulation AB regarding the pool assets.
                  (methodology)

              	 	
                X

              	 	
                X

              	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-3

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	 	 	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	 	
                X

              	 	
                X

              	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	 	
                X

              	 	
                X

              	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (12)
                  Material breaches of pool asset representations or warranties or
                  transaction covenants.

              	 	
                X

              	 	
                X

              	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	 	 	 	 	 	
                X

                 

                (monthly
                  statement)

              	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-4

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	 	 	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, any pool asset changes (other than in connection
                  with a pool asset converting into cash in accordance with its terms),
                  such
                  as additions or removals in connection with a prefunding or revolving
                  period and pool asset substitutions and repurchases (and purchase
                  rates,
                  if applicable), and cash flows available for future purchases,
                  such as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

              	 	
                X

              	 	
                X

              	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	 	 	 	 	 	 	 	 	 	 	 	 	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                 

                Updated
                  pool information as required under Item 1121(b).

              	 	 	 	 	 	 	 	 	 	 	 	 	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                2

              	 	
                Legal
                  Proceedings

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-5

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	 	 	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	 	 	 	 	 	 	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Depositor

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Trustee

              	 	 	 	 	 	 	 	 	 	
                X

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Issuing
                  entity

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	 	
                X

              	 	
                X

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Securities
                  Administrator

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Custodian

              	 	 	 	 	 	 	 	
                X

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                3

              	 	
                Sales
                  of Securities and Use of Proceeds

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-6

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	 	 	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                4

              	 	
                Defaults
                  Upon Senior Securities

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	 	 	 	 	 	
                X

              	 	 	 	
                X

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                5

              	 	
                Submission
                  of Matters to a Vote of Security Holders

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Information
                  from Item 4 of Part II of Form 10-Q

              	 	 	 	 	 	
                X

              	 	 	 	
                X

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                6

              	 	
                Significant
                  Obligors of Pool Assets

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1112(b) - Significant
                  Obligor Financial Information*

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-7

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
              
	 	 	
                7

              	 	
                Significant
                  Enhancement Provider Information

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information*

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Determining
                  applicable disclosure threshold

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Determining
                  current significance percentage

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                8

              	 	
                Other
                  Information

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	 	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below.

              	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                9

              	 	
                Exhibits

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Distribution
                  report

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-8

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	 

                Sponsor

              
	 	 	 	 	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                8-K

              	 	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              
	 	 	
                1.01

              	 	
                Entry
                  into a Material Definitive Agreement

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	 	
                X

              	 	
                X

              	 	
                X
                  (if Master Servicer is not a party)

              	 	 	 	
                X
                  (if Master Servicer is not a party)

              	 	
                X
                  (if Master Servicer is not a party)

              	 	
                X
                  (if Master Servicer is not a party)

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                1.02

              	 	
                Termination
                  of a Material Definitive Agreement

              	 	
                X

              	 	
                X

              	 	
                X
                  (if Master Servicer is not a party)

              	 	 	 	
                X
                  (if Master Servicer is not a party)

              	 	
                X
                  (if Master Servicer is not a party)

              	 	
                X
                  (if Master Servicer is not a party)

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-9

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	
                1.03

              	 	
                Bankruptcy
                  or Receivership

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Master Servicer, with respect to any of the following: 

                 

                Sponsor
                  (Seller), Depositor, Master Servicer, affiliated Servicer, other
                  Servicer
                  servicing 20% or more of pool assets at time of report, other material
                  servicers, Certificate Administrator, Trustee, significant obligor,
                  credit
                  enhancer (10% or more), derivatives counterparty,
                  Custodian

              	 	
                X

              	 	
                X

              	 	
                X

              	 	
                X

              	 	
                X 

              	 	
                X 

              	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                2.04

              	 	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                 

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the monthly statement

              	 	 	 	
                X

              	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                3.03

              	 	
                Material
                  Modification to Rights of Security Holders

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-10

          
            

          

        

        
          
          

        

      

       

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	 	 	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

              	 	 	 	
                X

              	 	
                X

              	 	 	 	
                X

              	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                5.03

              	 	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”

              	 	 	 	 	 	 	 	 	 	
                X

              	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                5.06

              	 	
                Change
                  in Shell Company Status

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                [Not
                  applicable to ABS issuers]

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                6.01

              	 	
                ABS
                  Informational and Computational Material

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                [Not
                  included in reports to be filed under Section 3.18]

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                6.02

              	 	
                Change
                  of Servicer or Trustee

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  master servicer, affiliated servicer, other servicer servicing
                  10% or more
                  of pool assets at time of report, other material servicers, certificate
                  administrator or trustee. 

              	 	
                X

              	 	
                X

              	 	
                X

              	 	 	 	
                X

              	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Reg
                  AB disclosure about any new servicer (from entity appointing new
                  servicer)
                  or trustee (from Depositor) is also required.

              	 	
                X

              	 	 	 	 	 	 	 	
                X

              	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                6.03

              	 	
                Change
                  in Credit Enhancement or Other External Support

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-11

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	 	 	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided. Applies to external credit enhancements as well as derivatives.
                  

              	 	 	 	 	 	
                X

              	 	 	 	
                X

              	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Reg
                  AB disclosure about any new enhancement provider is also
                  required.

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                6.04

              	 	
                Failure
                  to Make a Required Distribution

              	 	 	 	 	 	
                X

              	 	 	 	
                X

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                6.05

              	 	
                Securities
                  Act Updating Disclosure

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	
                 

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                7.01

              	 	
                Regulation
                  FD Disclosure

              	 	
                X

              	 	
                X

              	 	
                X

              	 	 	 	
                X

              	 	
                X

              	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                8.01

              	 	
                Other
                  Events

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to security
                  holders.

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 


      

       

      
        
          
          

        

        
          G-12

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	
                9.01

              	 	
                Financial
                  Statements and Exhibits

              	 	
                The
                  Responsible Party applicable to reportable event.

              	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                10-K

              	 	
                Must
                  be filed within 90 days of the fiscal year end for the
                  registrant.

              
	 	 	
                9B

              	 	
                Other
                  Information

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	 	
                The
                  Responsible Party for the applicable Form 8-K as indicated
                  above.

              	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                15

              	 	
                Exhibits
                  and Financial Statement Schedules

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1112(b) - Significant
                  Obligor Financial Information

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Determining
                  applicable disclosure threshold

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Determining
                  current maximum probable exposure

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Determining
                  current significance percentage

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Requesting
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          G-13

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	 	 	
                Item
                  1117 - Legal proceedings pending against the following entities,
                  or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	 	 	 	 	 	 	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Depositor

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Trustee

              	 	 	 	 	 	 	 	 	 	
                X

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Issuing
                  entity

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	 	
                X

              	 	
                X

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Securities
                  Administrator

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Custodian

              	 	 	 	 	 	 	 	
                X

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Sponsor
                  (Seller)

              	 	 	 	 	 	 	 	 	 	 	 	 	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Depositor

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Trustee

              	 	 	 	 	 	 	 	 	 	
                X
                  (with respect to 1119(a) affiliations only)

              	 	 	 	 


      

       

      
        
          
          

        

        
          G-14

          
            

          

        

        
          
          

        

      

       

      
        	
                Form

              	 	
                Item

              	 	
                Description

              	 	
                Servicers

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 	
                Custodian

              	 	
                Trustee

              	 	
                Depositor

              	 	
                Sponsor

              
	 	 	 	 	
                Master
                  Servicer, affiliated Servicer, other Servicer servicing 20% or
                  more of
                  pool assets at time of report, other material servicers

              	 	
                X

              	 	
                X

              	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Securities
                  Administrator

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Originator

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Custodian

              	 	 	 	 	 	 	 	
                X
                  (with respect to affiliations only)

              	 	 	 	 	 	 
	 	 	 	 	
                Credit
                  Enhancer/Support Provider

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Significant
                  Obligor

              	 	 	 	 	 	 	 	 	 	 	 	
                X

              	 	
                X

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	 	
                X

              	 	
                X

              	 	
                X

              	 	
                X

              	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Item
                  1123 - Servicer Compliance Statement

              	 	
                X

              	 	
                X

              	 	 	 	 	 	 	 	 	 	 


      

    

    


    
      
        
        

      

      
        G-15

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    **SENT
      VIA FAX TO [_XXX)XXX-XXXX] AND VIA EMAIL TO [_________________] AND VIA
      OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW:

     

    Wells
      Fargo Bank, N.A. as Securities Administrator

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

    Attn:
      Corporate Trust Services - MHL 2007-2 - SEC REPORT PROCESSING

     

    MortgageIT
      Securities Corp.

    33
      Maiden
      Lane

    New
      York,
      New York 10038

    Fax:
      [___________]

    Attn:
      [__________________]

     

    RE:
      **
      Additional Form [10-D][10-K][8-K] Disclosure** Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section [__] of the Pooling and Servicing Agreement, dated
      as of [________] [__], 2007 among [_____________], as [______], [_____________],
      as [______], [_____________], as [______] and [_____________], as [______],
      the
      undersigned, as [______], hereby notifies you that certain events have come
      to
      our attention that [will] [may] need to be disclosed on Form
      [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:


     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure: 

     

    Any
      inquiries related to this notification should be directed to [_____________],
      phone number: [______]; email address: [_________________].

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	[NAME
              OF PARTY],
	 	as [role]
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

    


    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    CLASS
      A
      SWAP AGREEMENT

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Deutsche
                Bank 

               

              Deutsche
                Bank AG New York

              60
                Wall Street

              New
                York, NY 10005

              Telephone:
                212-250-5977

              Facsimile:
                212-797-8826

            


    

     

    
      	
              DATE:

            	 	
              August
                30, 2007

            
	 	 	 
	
              TO:

            	 	
              HSBC
                Bank USA, National Association, not individually, but solely as the
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust with respect to the MortgageIT Securities Corp. Mortgage Loan
                Trust,
                Series 2007-2, Mortgage Pass-Through Certificates

            
	
              ATTENTION:

            	 	
              CTLA
                - Structured Finance for MHL 2007-2

            
	
              TELEPHONE:

            	 	
              212-525-1362

            
	
              FACSIMILE:

            	 	
              212-525-1300

            
	 	 	 
	
              FROM:

            	 	
              Deutsche
                Bank AG, New York Branch

            
	
              E-MAIL:

            	 	
              NYderivative.documentation@db.com

            
	 	 	 
	
              SUBJECT:

            	 	
              Interest
                Rate Swap

            
	 	 	 
	
              REFERENCE
                NUMBER:

            	 	
              N681806N

            


    

    


    The
      purpose of this long-form confirmation (“Long-form
      Confirmation”)
      is to
      confirm the terms and conditions of the current Transaction entered into on
      the
      Trade Date specified below (the “Transaction”)
      between
      Deutsche Bank AG, New York Branch
      (“Party A”) and
      HSBC
      Bank USA, National Association, not individually, but solely as trustee (the
      “Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
      trust with respect to the MortgageIT Securities Corp. Mortgage Loan Trust,
      Series 2007-2, Mortgage Pass-Through Certificates (the “Supplemental Interest
      Trust”) (“Party B”) created under the Pooling and Servicing Agreement, dated as
      of August 1, 2007, among MortgageIT Securities Corp., as Depositor, Wells Fargo
      Bank, National Association, as a Servicer, Wells Fargo Bank, National
      Association, Master Servicer and Securities Administrator, and HSBC Bank USA,
      National Association, as Trustee (the “Pooling and Servicing Agreement”). This
      Long-form Confirmation evidences a complete and binding agreement between you
      and us to enter into the Transaction on the terms set forth below and replaces
      any previous agreement between us with respect to the subject matter hereof.
      Item 2 of this Long-form Confirmation constitutes a “Confirmation”
      as
      referred to in the ISDA Master Agreement (defined below); Item 3 of this
      Long-form Confirmation constitutes a “Schedule”
      as
      referred to in the ISDA Master Agreement; and Annex A hereto constitutes
      Paragraph 13 of a Credit Support Annex to the Schedule. 

    


    
      	
              Item
                1.

            	
              The
                Confirmation set forth at Item 2 hereof shall supplement, form a
                part of,
                and be subject to an agreement in the form of the ISDA Master Agreement
                (Multicurrency - Cross Border) as published and copyrighted in 1992
                by the
                International Swaps and Derivatives Association, Inc. (the “ISDA
                Master Agreement”),
                as if Party A and Party B had executed an agreement in such form
                on the
                date hereof, with a Schedule as set forth in Item 3 of this Long-form
                Confirmation, and an ISDA Credit Support Annex (Bilateral Form -
                ISDA
                Agreements Subject to New York Law Only version) as published and
                copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc., with Paragraph 13 thereof as set forth in Annex
                A
                hereto (the “Credit
                Support Annex”).
                For the avoidance of doubt, the Transaction described herein shall
                be the
                sole Transaction governed by such ISDA Master
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          2 of 28

      

    

     

    
      	
              Item
                2.

            	
              The
                terms of the particular Transaction to which this Confirmation relates
                are
                as follows:

            


    

    


    
      
        	 	Type of Transaction:	Interest Rate Swap
	 	 	 
	 	Notional Amount:	
                With
                  respect to any Calculation Period, the
                  lesser of (x) the aggregate Certificate Principal Balance of the
                  Class A-1
                  Certificates immediately preceding the Distribution Date which
                  occurs in
                  the calendar month of the Floating Rate Payer Payment Date for
                  such
                  Calculation Period (determined for this purpose without regard
                  to any
                  adjustment of the Floating Rate Payer Payment Date or Distribution
                  Date
                  relating to business days) and (y) the amount set forth for such
                  period on
                  Schedule I attached hereto.

              
	 	 	 
	 	Trade Date:	August 28, 2007
	 	 	 
	 	Effective Date:	August 30, 2007
	 	 	 
	 	Termination Date:	
                The
                  earlier of (x) the Distribution Date
                  immediately following the first date on which the aggregate principal
                  balance of the Mortgage Loans and properties acquired in respect
                  thereof
                  remaining in the trust fund at the time of purchase is reduced
                  to less
                  than or equal to 10% of the aggregate outstanding principal balance
                  of the
                  Mortgage Loans as of the Cut-Off Date and (y) the Distribution
                  Date in
                  December 2015, subject to adjustment in accordance with the Business
                  Day
                  Convention; provided, however, that for the purpose of determining
                  the
                  final Fixed Rate Payer Period End Date, Termination Date shall
                  be subject
                  to No Adjustment.

              
	 	 	 
	 	Fixed Amounts:	 
	 	 	 
	 	
                Fixed
                  Rate Payer:

              	Party B
	 	 	 
	 	
                Fixed
                  Rate Payer

              	 
	 	
                Period
                  End Dates:

              	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  September
                  25, 2007,
                  and ending on the Termination Date, with No
                  Adjustment.

              
	 	 	 
	 	
                Fixed
                  Rate Payer

              	 
	 	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. The Fixed Rate Payer Payment Date
                  shall be
                  one (1) Business Day preceding each Fixed Rate payer Period End
                  Date.

              
	 	 	 
	 	
                Initial
                  Upfront

              	 
	 	
                Fixed
                  Payment

              	
                USD
                  4,045,000.00 payable by Deutsche Bank
                  Securities Inc. to Party A on the Closing Date.

              
	 	 	 
	 	
                Fixed
                  Rate:

              	5.22%
	 	 	 
	 	
                Fixed
                  Rate Day 

              	 
	 	
                Count
                  Fraction:

              	30/360


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          Page 3
            of 28

        

      

       

      
        	 	Floating Amounts:	 
	 	 	 
	 	
                Floating
                  Rate Payer:

              	Party A
	 	 	 
	 	
                Floating
                  Rate Payer

              	 
	 	
                Period
                  End Dates:

              	
                The
                  25th
                  calendar day of each month during the Term of this Transaction,
                  commencing
                  September 25, 2007, and ending on the Termination Date, subject
                  to
                  adjustment in accordance with the Business Day
                  Convention.

              
	 	 	 
	 	
                Floating
                  Rate Payer 

              	 
	 	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. The Floating
                  Rate Payer Payment Date shall be one (1) Business Day preceding
                  each
                  Floating Rate Payer Period End Date.

              
	 	 	 
	 	
                Floating
                  Rate for 

              	 
	 	
                initial
                  Calculation Period:

              	5.5075%
	 	 	 
	 	
                Floating
                  Rate Option:

              	USD-LIBOR-BBA
	 	 	 
	 	
                Designated
                  Maturity:

              	One month
	 	 	 
	 	
                Floating
                  Rate Day

              	 
	 	
                Count
                  Fraction:

              	30/360
	 	 	 
	 	
                Reset
                  Dates:

              	The first day of each
                Calculation
                Period.
	 	 	 
	 	
                Compounding:

              	Inapplicable
	 	 	 
	 	
                Business
                  Days:

              	New York
	 	 	 
	 	
                Business
                  Day Convention:

              	Following


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 4
          of 28

      

    

     

    
      	Item
              3.	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Master
                Agreement:

            


    

    


    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

    


    For
      the
      purposes of this Agreement:-

    


    
      	(a)	
              “Specified
                Entity”
                will not apply to Party A or Party B for any purpose.
                

            


    

    


    
      	
              (b)

            	
              “Specified
                Transaction”
                will have the meaning specified in Section
                14.

            


    

    


    
      	
              (c)

            	
              Events
                of Default.

            


    

    


    The
      statement below that an Event of Default will apply to a specific party means
      that upon the occurrence of such an Event of Default with respect to such party,
      the other party shall have the rights of a Non-defaulting Party under Section
      6
      of this Agreement; conversely, the statement below that such event will not
      apply to a specific party means that the other party shall not have such
      rights.

    


    
      	 	
              (i)

            	
              The
                “Failure
                to Pay or Deliver”
                provisions of Section 5(a)(i) will apply to Party A and will apply
                to
                Party B; provided, however, that Section 5(a)(i) is hereby amended
                by
                replacing the word “third” with the word “first”; provided, further, that
                notwithstanding anything to the contrary in Section 5(a)(i), any
                failure
                by Party A to comply with or perform any obligation to be complied
                with or
                performed by Party A under the Credit Support Annex shall not constitute
                an Event of Default under Section 5(a)(i) unless
                (A) a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing and at least 30 Local Business Days have elapsed since
                such
                Moody’s Second Trigger Downgrade Event first occurred or (B) a DBRS
                Required Ratings Downgrade Event has occurred and is continuing and
                at
                least 30 calendar days have elapsed since such DBRS Required Ratings
                Downgrade Event first occurred.

            


    

    


    
      	 	
              (ii)

            	
              The
                “Breach
                of Agreement”
                provisions of Section 5(a)(ii) will apply to Party A and will not
                apply to
                Party B.

            


    

    


    
      	 	
              (iii)

            	
              The
                “Credit
                Support Default”
                provisions of Section 5(a)(iii) will apply to Party A and will not
                apply
                to Party B except that Section 5(a)(iii)(1) will apply to Party B
                solely
                in respect of Party B’s obligations under Paragraph 3(b); provided,
                however, that notwithstanding anything to the contrary in Section
                5(a)(iii)(1), any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(iii) unless (A) a
                Moody’s Second Trigger Downgrade Event has occurred and is continuing and
                at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred
                or
                (B) a DBRS Required Ratings Downgrade Event has occurred and is continuing
                and at least 30 calendar days have elapsed since such DBRS Required
                Ratings Downgrade Event first
                occurred.

            


    

    


    
      	 	
              (iv)

            	
              The
                “Misrepresentation”
                provisions of Section 5(a)(iv) will apply to Party A and will not
                apply to
                Party B. 

            


    

    


    
      	 	
              (v)

            	
              The
                “Default
                under Specified Transaction”
                provisions of Section 5(a)(v) will apply to Party A and will not
                apply to
                Party B.

            


    

    


    
      	 	
              (vi)

            	
              The
                “Cross
                Default”
                provisions of Section 5(a)(vi) will apply to Party A and will not
                apply to
                Party B, provided, however, that, notwithstanding the foregoing,
                an Event
                of Default shall not occur under either Section 5(a)(vi)(1) or Section
                5(a)(vi)(2) if (A) (I) the default, or other similar event or condition
                referred to in Section 5(a)(vi)(1) or the failure to pay referred
                to in
                Section 5(a)(vi)(2) is a failure to pay or deliver caused by an error
                or
                omission of an administrative or operational nature, and (II) funds
                or the
                asset to be delivered were available to such party to enable it to
                make
                the relevant payment or delivery when due and (III) such payment
                or
                delivery is made within three (3) Local Business Days following receipt
                of
                written notice from an interested party of such failure to pay, or
                (B)
                such party was precluded from paying, or was unable to pay, using
                reasonable means, through the office of the party through which it
                was
                acting for purposes of the relevant Specified Indebtedness, by reason
                of
                force majeure, act of State, illegality or impossibility. For purposes
                of
                Section 5(a)(vi), solely with respect to Party
                A:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 5
          of 28

      

    

     

    “Specified
      Indebtedness” will have the meaning specified in Section 14, except that such
      term shall not include obligations in respect of deposits received in the
      ordinary course of Party A’s banking business.

    


    “Threshold
      Amount” means with respect to Party A an amount equal to three percent (3%) of
      the shareholders’ equity of Party A or, if applicable, a guarantor under an
      Eligible Guarantee with credit ratings at least equal to the S&P Required
      Ratings Threshold, the Moody’s Second Trigger Threshold, and the DBRS Approved
      Ratings Threshold (as
      shown
      in the most recent annual audited financial statements of such entity determined
      in accordance with generally accepted accounting principles).

    


    
      	 	
              (vii)

            	
              The
                “Bankruptcy”
                provisions of Section 5(a)(vii) will apply to Party A and will apply
                to
                Party B; provided, however, that, for purposes of applying Section
                5(a)(vii) to Party B: (A) Section 5(a)(vii)(2) shall not apply, (B)
                Section 5(a)(vii)(3) shall not apply to any assignment, arrangement
                or
                composition that is effected by or pursuant to the Pooling and Servicing
                Agreement, (C) Section 5(a)(vii)(4) shall not apply to a proceeding
                instituted, or a petition presented, by Party A or any of its Affiliates
                (for purposes of Section 5(a)(vii)(4), Affiliate shall have the meaning
                set forth in Section 14, notwithstanding anything to the contrary
                in this
                Agreement), (D) Section 5(a)(vii)(6) shall not apply to any appointment
                that is effected by or pursuant to the Pooling and Servicing Agreement,
                or
                any appointment to which Party B has not yet become subject; (E)
                Section
                5(a)(vii) (7) shall not apply; (F) Section 5(a)(vii)(8) shall apply
                only
                to the extent of any event which has an effect analogous to any of
                the
                events specified in clauses (1), (3), (4), (5) or (6) of Section
                5(a)(vii), in each case as modified in this Part 1(c)(vii), and (G)
                Section 5(a)(vii)(9) shall not apply.


            


    

    


    
      	 	
              (viii)

            	
              The
                “Merger
                Without Assumption”
                provisions of Section 5(a)(viii) will apply to Party A and will not
                apply
                to Party B.

            


    

    


    
      	(d)	
              Termination
                Events.

            


    

    


    The
      statement below that a Termination Event will apply to a specific party means
      that upon the occurrence of such a Termination Event, if such specific party
      is
      the Affected Party with respect to a Tax Event, the Burdened Party with respect
      to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
      with respect to a Credit Event Upon Merger, as the case may be, such specific
      party shall have the right to designate an Early Termination Date in accordance
      with Section 6 of this Agreement; conversely, the statement below that such
      an
      event will not apply to a specific party means that such party shall not have
      such right; provided, however, with respect to “Illegality” the statement that
      such event will apply to a specific party means that upon the occurrence of
      such
      a Termination Event with respect to such party, either party shall have the
      right to designate an Early Termination Date in accordance with Section 6 of
      this Agreement.

    


    
      	
            	(i)	
              The
                “Illegality”
                provisions of Section 5(b)(i) will apply to Party A and will apply
                to
                Party B.

            


    

    


    
      	 	
              (ii)

            	
              The
                “Tax
                Event”
                provisions of Section 5(b)(ii) will apply to Party A except that,
                for
                purposes of the application of Section 5(b)(ii) to Party A, Section
                5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                a taxing authority, or brought in a court of competent jurisdiction,
                on or
                after the date on which a Transaction is entered into (regardless
                of
                whether such action is taken or brought with respect to a party to
                this
                Agreement) or (y)”, and the “Tax
                Event”
                provisions of Section 5(b)(ii) will apply to Party B.
                

            


    

    


    
      	 	
              (iii)

            	
              The
                “Tax
                Event Upon Merger”
                provisions of Section 5(b)(iii) will apply to Party A and will apply
                to
                Party B, provided that Party A shall not be entitled to designate
                an Early
                Termination Date by reason of a Tax Event upon Merger in respect
                of which
                it is the Affected Party.

            


    

    


    
      	 	
              (iv)

            	
              The
                “Credit
                Event Upon Merger”
                provisions of Section 5(b)(iv) will not apply to Party A and will
                not
                apply to Party B.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 6
          of 28

      

    

     

    
      	
              (e)

            	
              The
                “Automatic
                Early Termination”
                provision of Section 6(a) will not apply to Party A and will not
                apply to
                Party B.

            


    

    


    
      	(f)	
              Payments
                on Early Termination.
                For the purpose of Section 6(e) of this
                Agreement:

            


    

    


    
      	 	
              (i)

            	
              Market
                Quotation will apply, provided, however, that, notwithstanding anything
                to
                the contrary in this Agreement, if an Early Termination Date has
                been
                designated as a result of a Derivative Provider Trigger Event, the
                following provisions will apply:

            


    

    


    
      	 	
              (A)
                

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

    


    “Market
      Quotation” means,
      with respect to one or more Terminated Transactions, a Firm Offer which is
      (1)
      made by an Eligible
      Replacement,
      (2) for
      an amount that would be paid to Party B (expressed as a negative number) or
      by
      Party B (expressed as a positive number) in consideration of an agreement
      between Party B and such Eligible Replacement to enter into a Replacement
      Transaction, and (3) made on the basis that Unpaid Amounts in respect of the
      Terminated Transaction or group of Transactions are to be excluded but, without
      limitation, any payment or delivery that would, but for the relevant Early
      Termination Date, have been required (assuming satisfaction of each applicable
      condition precedent) after that Early Termination Date is to be
      included.

    


    
      	 	
              (B)

            	
              The
                definition of Settlement Amount shall be deleted in its entirety
                and
                replaced with the following:

            


    

    


    “Settlement
      Amount”
      means,
      with respect to any Early Termination Date, an amount (as determined by Party
      B)
      equal to: 

    


    
      	 	
              (a)

            	
              if,
                on or prior to such Early Termination Date, a Market Quotation for
                the
                relevant Terminated Transaction or group of Terminated Transactions
                is
                accepted by Party B so as to become legally binding, the Termination
                Currency Equivalent of the amount (whether positive or negative)
                of such
                Market Quotation;

            


    

    


    
      	 	
              (b)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions has been
                accepted by Party B so as to become legally binding and one or more
                Market
                Quotations from Approved Replacements have been communicated to Party
                B
                and remain capable of becoming legally binding upon acceptance by
                Party B,
                the Termination Currency Equivalent of the amount (whether positive
                or
                negative) of the lowest of such Market Quotations (for the avoidance
                of
                doubt, (I) a Market Quotation expressed as a negative number is lower
                than
                a Market Quotation expressed as a positive number and (II) the lower
                of
                two Market Quotations expressed as negative numbers is the one with
                the
                largest absolute value); or

            


    

    


    
      	 	
              (c)

            	
              if,
                on such Early Termination Date, no Market Quotation for the relevant
                Terminated Transaction or group of Terminated Transactions is accepted
                by
                Party B so as to become legally binding and no Market Quotation from
                an
                Approved Replacement has been communicated to Party B and remains
                capable
                of becoming legally binding upon acceptance by Party B, Party B’s Loss
                (whether positive or negative and without reference to any Unpaid
                Amounts)
                for the relevant Terminated Transaction or group of Terminated
                Transactions.”

            


    

    


    
      	 	
              (C)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do so before the Early Termination
                Date.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 7
          of 28

      

    

    
      
 

      
        	 	
                (D)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

    


    “(3)
      Second
      Method and Market Quotation.
      If the
      Second Method and Market Quotation apply, (I) Party B shall pay to Party A
      an
      amount equal to the absolute value of the Settlement Amount in respect of the
      Terminated Transactions, (II) Party B shall pay to Party A the Termination
      Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
      A
      shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
      owing to Party B; provided, however, that (x) the amounts payable under the
      immediately preceding clauses (II) and (III) shall be subject to netting in
      accordance with Section 2(c) of this Agreement and (y) notwithstanding any
      other
      provision of this Agreement, any amount payable by Party A under the immediately
      preceding clause (III) shall not be netted against any amount payable by Party
      B
      under the immediately preceding clause (I).”

     

    
      	 	
              (E)

            	
              At
                any time on or before the Early Termination Date at which two or
                more
                Market Quotations from Approved Replacements have been communicated
                to
                Party B and remain capable of becoming legally binding upon acceptance
                by
                Party B, Party B shall be entitled to accept only the lowest of such
                Market Quotations (for the avoidance of doubt, (I) a Market Quotation
                expressed as a negative number is lower than a Market Quotation expressed
                as a positive number and (II) the lower of two Market Quotations
                expressed
                as negative numbers is the one with the largest absolute
                value).

            


    

    


    
      	 	
              (F)

            	
              In
                determining whether or not a Firm Offer satisfies clause (B)(y) of
                the
                definition of Replacement Transaction and whether or not a proposed
                transfer satisfies clause (e)(B)(y) of the definition of Permitted
                Transfer, Party B shall act in a commercially reasonable
                manner.

            


    

    


    
      	 	
              (ii)

            	
              The
                Second Method will apply.

            


    

    


    
      	(g)	
              “Termination
                Currency”
                means USD.

            


    

    


    
      	(h)	
              Additional
                Termination Events.
                Additional Termination Events will apply as provided in Part 5(c).
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 8
          of 28

      

    

     

    
      	Part
              2. 	
              Tax
                Matters.

            


    

    


    
      	(a)	
              Tax
                Representations. 

            


    

    


    
      	 	
              (i)

            	
              Payer
                Representations.
                For the purpose of Section 3(e) of this Agreement:
                

            


    

     

    
      	
            	(A)	
              Party
                A makes the following
                representation(s):

            


    

    


    It
      is not
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, of any Relevant Jurisdiction to make any
      deduction or withholding for or on account of any Tax from any payment (other
      than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
      made
      by it to the other party under this Agreement. In making this representation,
      it
      may rely on: the accuracy of any representations made by the other party
      pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
      agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
      accuracy and effectiveness of any document provided by the other party pursuant
      to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
      of
      the agreement of the other party contained in Section 4(d) of this Agreement,
      provided that it shall not be a breach of this representation where reliance
      is
      placed on clause (ii) and the other party does not deliver a form or document
      under Section 4(a)(iii) by reason of material prejudice to its legal or
      commercial position.

     

    
      	
            	(B)	
              Party
                B makes the following
                representation(s):

            


    

    


    None.

    


    
      	
            	(ii)	
              Payee
                Representations.
                For the purpose of Section 3(f) of this Agreement:
                

            


    

     

    
      	
            	(A)	
              Party
                A makes the following
                representation(s):

            


    

    


    It
      is a
“foreign person” within the meaning of the applicable U.S. Treasury Regulations
      concerning information reporting and backup withholding tax (as in effect on
      January 1, 2001), unless Party A provides written notice to Party B that it
      is
      no longer a foreign person. In respect of any Transaction it enters into through
      an office or discretionary agent in the United States or which otherwise is
      allocated for United States federal income tax purposes to such United States
      trade or business, each payment received or to be received by it under such
      Transaction will be effectively connected with its conduct of a trade or
      business in the United States.

     

    
      	
            	(B)	
              Party
                B makes the following
                representation(s):

            


    

    


    None. 

    


    
      	
              (b)

            	
              Tax
                Provisions.

            


    

    


    
      	 	
              (i)

            	
              Gross
                Up.
                Section 2(d)(i)(4) shall not apply to Party B as X, and Section 2(d)(ii)
                shall not apply to Party B as Y, in each case such that Party B shall
                not
                be required to pay any additional amounts referred to
                therein.

            


    

    


    
      	 	
              (ii)

            	
              Indemnifiable
                Tax.
                The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                entirety and replaced with the
                following:

            


    

    


    “Indemnifiable
      Tax”
      means,
      in relation to payments by Party A, any Tax and, in relation to payments by
      Party B, no Tax. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 9
          of 28

      

    

     

    
      	Part
              3.	
              Agreement
                to Deliver Documents.  

            


    

    


    
      	(a)	
              For
                the purpose of Section 4(a)(i), tax forms, documents, or certificates
                to
                be delivered are:

            


    

    


    
      	
              Party
                required to deliver document

            	 	
              Form/Document/

              Certificate

            	 	
              Date
                by which to

              be
                delivered

            
	 	 	 	 	 
	
              Party
                A

            	 	
              An
                original properly completed and executed United States Internal Revenue
                Service Form W-8ECI or other applicable form (or any successor thereto),
                together with appropriate attachments, with respect to any payments
                received or to be received by Party A that eliminates U.S. federal
                withholding and backup withholding Tax on payments to Party A under
                this
                Agreement.

            	 	
              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                promptly upon the reasonable demand by Party B, (iv) prior to the
                expiration or obsolescence of any previously delivered form, and
                (v)
                promptly upon the information on any such previously delivered form
                becoming inaccurate or incorrect.

            
	 	 	 	 	 
	
              Party
                B

            	 	
              (i)
                Upon execution of this Agreement, an original properly completed
                and
                executed United States Internal Revenue Service Form W-9 (or any
                successor
                thereto) with respect to any payments received or to be received
                by the
                initial beneficial owner of payments to Party B under this Agreement,
                and
                (ii) thereafter, the appropriate tax certification form (i.e., IRS
                Form
                W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or
                any
                successor form thereto)) with respect to any payments received or
                to be
                received by the beneficial owner of payments to Party B under this
                Agreement from time to time. 

            	 	
              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                in the
                case of a tax certification form other than a Form W-9, before December
                31
                of each third succeeding calendar year, (iv) promptly upon the reasonable
                demand by Party A, (v) prior to the expiration or obsolescence of
                any
                previously delivered form, and (vi) promptly upon the information
                on any
                such previously delivered form becoming inaccurate or
                incorrect.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 10
          of 28

      

    
 

    
      	(b)	
              For
                the purpose of Section 4(a)(ii), other documents to be delivered
                are:

            


    

    


    
      	
              Party
                required to deliver document

            	 	
              Form/Document/

              Certificate

            	 	
              Date
                by which to

              be
                delivered

            	 	
              Covered
                by Section 3(d) Representation

            
	 	 	 	 	 	 	 
	
              Party
                A and

              Party
                B

            	 	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, each Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, each Confirmation and any Credit Support Document,
                as
                the case may be

            	 	
              Upon
                the execution and delivery of this Agreement

            	 	
              Yes

            
	 	 	 	 	 	 	 
	
              Party
                A and

              Party
                B

            	 	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, each Confirmation, and any relevant Credit Support Document,
                as
                the case may be

            	 	
              Upon
                the execution and delivery of this Agreement

            	 	
              Yes

            
	 	 	 	 	 	 	 
	
              Party
                A

            	 	
              Annual
                Report of Party A containing consolidated financial statements certified
                by independent certified public accountants and prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

            	 	
              Promptly
                upon becoming publicly available

            	 	
              Yes

            
	 	 	 	 	 	 	 
	
              Party
                A

            	 	
              Quarterly
                Financial Statements of Party A containing unaudited, consolidated
                financial statements of Party A’s fiscal quarter prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

            	 	
              Promptly
                upon becoming publicly available

            	 	
              Yes

            
	 	 	 	 	 	 	 
	
              Party
                A

            	 	
              An
                opinion of counsel to Party A reasonably acceptable to Party
                B.

            	 	
              Upon
                the execution and delivery of this Agreement

            	 	
              No

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 11
          of 28

      

    

     

    
      	Part
              4.	
              Miscellaneous.
                

            


    

    


    
      	
              (a)

            	
              Address
                for Notices:
                For the purposes of Section 12(a) of this
                Agreement:

            


    

    


    Address
      for notices or communications to Party A:

    


    Any
      notice to Party A relating to a particular Transaction shall be delivered to
      the
      address or facsimile number specified in the Confirmation of such Transaction.
      Any notice delivered for purposes of Sections 5 and 6 (other than notices under
      Section 5(a)(i) with respect to Party A) of this Agreement shall be delivered
      to
      the following address:

    


    Deutsche
      Bank AG, Head Office 

    Taunusanlage
      12 

    60262
      Frankfurt 

    GERMANY
      

    Attention:
      Legal Department 

    Fax
      No:
      0049 69 910 36097

    


    Address
      for notices or communications to Party B:

    


    
      	 	
              Address:

            	 	
              HSBC
                Bank USA, National Association

            
	 	 	 	
              452
                Fifth Avenue

            
	 	 	 	
              New
                York, NY 10018

            
	 	
              Attention:

            	 	
              CTLA
                - Structured Finance for MHL 2007-2

            
	 	
              Facsimile:

            	 	
              212-525-1300

            


    

    


    With
      a
      copy to:

    


    
      	 	
              Address:

            	 	
              Wells
                Fargo Bank, N.A.

            
	 	 	 	
              9062
                Old Annapolis Road

            
	 	 	 	
              Columbia,
                Maryland 21045

            
	 	
              Attention:

            	 	
              Client
                Manager MHL 2007-2

            
	 	
              Facsimile:

            	 	
              410-715-2380

            
	 	
              Phone:

            	 	
              410-884-2000

            
	 	 	 	 
	 	(For all
              purposes)	 	 


    

     

    
      	(b)	
              Process
                Agent.
                For the purpose of Section 13(c):

            


    

    


    Party
      A
      appoints as its Process Agent: Not applicable.

    


    Party
      B
      appoints as its Process Agent: Not applicable.

    


    
      	
              (c)

            	
              Offices.
                The provisions of Section 10(a) will apply to this
                Agreement.

            


    

    


    
      	
              (d)

            	
              Multibranch
                Party.
                For the purpose of Section 10(c) of this
                Agreement:

            


    

    


    Party
      A
      is not a Multibranch Party.

    


    
      	 	
              Party
                B is not a Multibranch Party.

            


    

    


    
      	
              (e)

            	
              Calculation
                Agent.
                The Calculation Agent is Party A; provided, however, that if an Event
                of
                Default shall have occurred with respect to Party A, Party B shall
                have
                the right to appoint as Calculation Agent a financial institution
                which
                would qualify as a Reference Market-maker, reasonably acceptable
                to Party
                A, the cost for which shall be borne by Party
                A.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          12 of 28

      

    

     

    
      	(f)	
              Credit
                Support Document. 

            


    

     

    
      
        Party
          A:
The
          Credit Support Annex, and any guarantee in support of Party A’s obligations
          under this Agreement.

      

    

    


    Party
      B: The
      Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
      3(b) of the Credit Support Annex.

    


    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

    


    Party
      A: The
      guarantor under any guarantee in support of Party A’s obligations under this
      Agreement.

    


    Party
      B: None.

    


    
      	
              (h)

            	
              Governing
                Law.
                The parties to this Agreement hereby agree that the law of the State
                of
                New York shall govern their rights and duties in whole (including
                any
                claim or controversy arising out of or relating to this Agreement),
                without regard to the conflict of law provisions thereof other than
                New
                York General Obligations Law Sections 5-1401 and 5-1402.
                

            


    

    


    
      	
              (i)

            	
              Netting
                of Payments.
                Subparagraph (ii) of Section 2(c) will apply to each Transaction
                hereunder. 

            


    

    


    
      	
              (j)

            	
              Affiliate.
                “Affiliate”
                shall have the meaning assigned thereto in Section 14; provided,
                however,
                that Party B shall be deemed to have no Affiliates for purposes of
                this
                Agreement, including for purposes of Section 6(b)(ii).
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 13
          of 28

      

    

     

    
      	Part
              5.	
              Other
                Provisions.

            


    

    


    
      	
              (a)

            	
              Definitions.
                Unless
                otherwise specified in a Confirmation, this Agreement and each Transaction
                under this Agreement are subject to the 2000 ISDA Definitions as
                published
                and copyrighted in 2000 by the International Swaps and Derivatives
                Association, Inc. (the “Definitions”),
                and will be governed in all relevant respects by the provisions set
                forth
                in the Definitions, without regard to any amendment to the Definitions
                subsequent to the date hereof. The provisions of the Definitions
                are
                hereby incorporated by reference in and shall be deemed a part of
                this
                Agreement, except that (i) references in the Definitions to a “Swap
                Transaction” shall be deemed references to a “Transaction” for purposes of
                this Agreement, and (ii) references to a “Transaction” in this Agreement
                shall be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Pooling and Servicing
                Agreement.

            


    

     

    Each
      reference herein to a “Section” (unless specifically referencing the Pooling and
      Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
      a reference to a Section of the ISDA Master Agreement; each herein reference
      to
      a “Part” will be construed as a reference to the Schedule to the ISDA Master
      Agreement; each reference herein to a “Paragraph” will be construed as a
      reference to a Paragraph of the Credit Support Annex.

     

    
      	(b)	
              Amendments
                to ISDA Master Agreement.

            


    

    


    
      	 	
              (i)

            	
              Single
                Agreement.
                Section 1(c) is hereby amended by the adding the words “including, for the
                avoidance of doubt, the Credit Support Annex” after the words “Master
                Agreement”. 

            


    

    


    
      	
            	(ii)	
              Conditions
                Precedent. Section
                2(a)(iii) is hereby amended by adding the following at the end thereof:
                

            


    

    


    Notwithstanding
      anything to the contrary in Section 2(a)(iii)(1), if an Event of Default with
      respect to Party B or Potential Event of Default with respect to Party B has
      occurred and been continuing for more than 30 Local Business Days and no Early
      Termination Date in respect of the Affected Transactions has occurred or been
      effectively designated by Party A, the obligations of Party A under Section
      2(a)(i) shall cease to be subject to the condition precedent set forth in
      Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
      of
      Default or such Potential Event of Default (the “Specific
      Event”);
      provided, however, for the avoidance of doubt, the obligations of Party A under
      Section 2(a)(i) shall be subject to the condition precedent set forth in Section
      2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
      occurrence of the same Event of Default with respect to Party B or Potential
      Event of Default with respect to Party B after the Specific Event has ceased
      to
      be continuing and with respect to any occurrence of any other Event of Default
      with respect to Party B or Potential Event of Default with respect to Party
      B
      that occurs subsequent to the Specific Event. 

    


    
      	 	
              (iii)

            	
              Change
                of Account.
                Section 2(b) is hereby amended by the addition of the following after
                the
                word “delivery” in the first line thereof: “to another account in the same
                legal and tax jurisdiction as the original
                account”.

            


    

     

    
      	 	
              (iv)

            	
              Representations.
                Section 3 is hereby amended by adding at the end thereof the following
                subsection (g): 

            


    

    


    
      	 	
              “(g)

            	
              Relationship
                Between Parties. 

            


    

    


    
      	 	
              (1)

            	
              Nonreliance.
                (i) It is not relying on any statement or representation of the other
                party (whether written or oral) regarding any Transaction hereunder,
                other
                than the representations expressly made in this Agreement or the
                Confirmation in respect of that Transaction and (ii) it has consulted
                with
                its own legal, regulatory, tax, business, investment, financial and
                accounting advisors to the extent it has deemed necessary, and it
                has made
                its own investment, hedging and trading decisions based upon its
                own
                judgment and upon any advice from such advisors as it has deemed
                necessary
                and not upon any view expressed by the other
                party.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 14
          of 28

      

    

     

    
      	 	
              (2)

            	
              Evaluation
                and Understanding. (i) It has the capacity to evaluate (internally
                or
                through independent professional advice) each Transaction and has
                made its
                own decision to enter into the Transaction and (ii) it understands
                the
                terms, conditions and risks of the Transaction and is willing and
                able to
                accept those terms and conditions and to assume those risks, financially
                and otherwise. 

            


    

    


    
      	 	
              (3)

            	
              Purpose.
                It is entering into the Transaction for the purposes of managing
                its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of business.


            


    

    


    
      	 	
              (4)

            	
              Status
                of Parties. The other party is not acting as an agent, fiduciary
                or
                advisor for it in respect of the Transaction.


            


    

    


    
      	 	
              (5)

            	
              Eligible
                Contract Participant. It is an “eligible swap participant” as such term is
                defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                promulgated under, and an “eligible contract participant” as defined in
                Section 1(a)(12) of the Commodity Exchange Act, as
                amended.”

            


    

    


    
      	 	
              (v)

            	
              Transfer
                to Avoid Termination Event.
                Section 6(b)(ii) is hereby amended (i) by deleting the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                and the words “, which consent will not be withheld if such other party’s
                policies in effect at such time would permit it to enter into transactions
                with the transferee on the terms proposed”and (ii) by deleting the words
                “to transfer” and inserting the words “to effect a Permitted Transfer” in
                lieu thereof.

            


    

    


    
      	 	
              (vi)

            	
              Jurisdiction.
                Section
                13(b) is hereby amended by: (i) deleting in the second line of
                subparagraph (i) thereof the word “non-”, (ii) deleting “; and” from the
                end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
                deleting the final paragraph
                thereof.

            


    

    


    
      	 	
              (vii)

            	
              Local
                Business Day.
                The definition of Local Business Day in Section 14 is hereby amended
                by
                the addition of the words “or any Credit Support Document” after “Section
                2(a)(i)” and the addition of the words “or Credit Support Document” after
                “Confirmation”. 

            


    

    


    
      	
              (c)

            	
              Additional
                Termination Events.
                The following Additional Termination Events will
                apply:

            


    

    


    
      	 	
              (i)

            	
              Failure
                to Post Collateral. If
                Party A has failed to comply with or perform any obligation to be
                complied
                with or performed by Party A in accordance with the Credit Support
                Annex
                and such failure has not given rise to an Event of Default under
                Section
                5(a)(i) or Section 5(a)(iii), then an Additional Termination Event
                shall
                have occurred with respect to Party A and Party A shall be the sole
                Affected Party with respect to such Additional Termination Event.
                

            


    

    


    
      	 	
              (ii)

            	
              Second
                Rating Trigger Replacement.
                The occurrence of any event described in this Part 5(c)(ii) shall
                constitute an Additional Termination Event with respect to Party
                A and
                Party A shall be the sole Affected Party with respect to such Additional
                Termination Event.

            


    

    


    
      	 	
              (A)

            	
              A
                Moody’s Second Trigger Downgrade Event has occurred and is continuing and
                at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, and at least one Eligible
                Replacement has made a Firm Offer that would, assuming the occurrence
                of
                an Early Termination Date, qualify as a Market Quotation (on the
                basis
                that Part 1(f)(i)(A) applies) and which remains capable of becoming
                legally binding upon acceptance.

            


    

    


    
      	 	
              (B)

            	
              An
                S&P Required Ratings Downgrade Event has occurred and is continuing
                and at least 60 calendar days have elapsed since such S&P Required
                Ratings Downgrade Event first
                occurred.

            


    

    


    
      	 	
              (C)

            	
              A
                DBRS Required Ratings Downgrade Event has occurred and is continuing
                and
                at least 30 calendar days have elapsed since such DBRS Required Ratings
                Downgrade Event first occurred.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 15
          of 28

      

    

     

    
      	 	
              (iii)

            	
              Amendment
                of Pooling and Servicing Agreement.
                If, without the prior written consent of Party A where such consent
                is
                required under the Pooling and Servicing Agreement (such consent
                not to be
                unreasonably withheld, conditioned or delayed), an amendment is made
                to
                the Pooling and Servicing Agreement which amendment could reasonably
                be
                expected to have a material adverse effect on the interests of Party
                A
                (excluding, for the avoidance of doubt, any amendment to the Pooling
                and
                Servicing Agreement that is entered into solely for the purpose of
                appointing a successor servicer, master servicer, securities
                administrator, trustee or other service provider) under this Agreement,
                an
                Additional Termination Event shall have occurred with respect to
                Party B
                and Party B shall be the sole Affected Party with respect to such
                Additional Termination Event. 

            


    

    


    
      	 	
              (iv)

            	
              [Reserved.]
                

            


    

    


    
      	 	
              (v)

            	
              [Reserved.]
                

            


    

    


    
      	
            	(vi)	
              [Reserved.]

            


    

    


    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.
                If
                a Required Ratings Downgrade Event has occurred and is continuing,
                then
                Party A shall, at its own expense, use commercially reasonable efforts
                to,
                as soon as reasonably practicable, either (A) effect a Permitted
                Transfer
                or (B)
                procure an Eligible Guarantee by a guarantor with credit ratings
                at least
                equal to the S&P Required Ratings Threshold, the Moody’s Second
                Trigger Threshold, and the DBRS Approved Ratings
                Threshold.

            


    

    


    
      	
              (e)
                

            	
              Compliance
                with Item 1115 of Regulation AB. 

            


    

    


    Party
      A
      and Party B hereby agree that the terms of the Item 1115 Agreement, dated as
      of
      August 29, 2007 (the “Item
      1115 Agreement”),
      among
      DB Structured Products, Inc., as Sponsor, MortgageIT Securities Corp., as
      Depositor, and Deutsche Bank AG, New York Branch, as Derivative Provider, shall
      be incorporated by reference into this Agreement and Party B and the Securities
      Administrator shall be an express third party beneficiary of the Item 1115
      Agreement. A copy of the Item 1115 Agreement is annexed hereto at Annex
      B.

    


    
      	
              (f)

            	
              Transfers. 

            


    

     

    
      	
            	(i)	
              Section
                7 is hereby amended to read in its entirety as
                follows:

            


    

     

    “Neither
      this Agreement nor any interest or obligation in or under this Agreement may
      be
      transferred (whether by way of security or otherwise) by either party unless
      (a)
      the prior written consent of the other party is obtained and (b) the Rating
      Agency Condition has been satisfied with respect to S&P and DBRS, except
      that:

     

    
      	 	
              (a)

            	
              Party
                A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                or the
                Item 1115 Agreement, (2) pursuant to a consolidation or amalgamation
                with,
                or merger with or into, or transfer of all or substantially all its
                assets
                to, another entity (but without prejudice to any other right or remedy
                under this Agreement), or (3) at any time at which no Relevant Entity
                has
                credit ratings at least equal to the Approved Ratings
                Threshold;

            


    

     

    
      	 	
              (b)

            	
              Party
                B may transfer its rights and obligations hereunder in connection
                with a
                transfer pursuant to Section 9.09 of
                the Pooling and Servicing Agreement;
                and

            


    

     

    
      	 	
              (c)

            	
              a
                party may make such a transfer of all or any part of its interest
                in any
                amount payable to it from a Defaulting Party under Section
                6(e).

            


    

     

    Any
      purported transfer that is not in compliance with this Section will be void.
      

     

    
      	 	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, take any reasonable steps
                required to be taken by Party B to effect such transfer.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 16
          of 28

      

    

     

    
      	
              (g)

            	
              Non-Recourse.
                Party A acknowledges and agrees that, notwithstanding any provision
                in
                this Agreement to the contrary, the obligations of Party B hereunder
                are
                limited recourse obligations of Party B, payable solely from the
                Supplemental Interest Trust and the proceeds thereof, in accordance
                with
                the priority of payments and other terms of the Pooling and Servicing
                Agreement and that Party A will not have any recourse to any of the
                directors, officers, agents, employees, shareholders or affiliates
                of the
                Party B with respect to any claims, losses, damages, liabilities,
                indemnities or other obligations in connection with any transactions
                contemplated hereby. In the event that the Supplemental Interest
                Trust and
                the proceeds thereof, should be insufficient to satisfy all claims
                outstanding and following the realization of the account held by
                the
                Supplemental Interest Trust and the proceeds thereof, any claims
                against
                or obligations of Party B under the ISDA Master Agreement or any
                other
                confirmation thereunder still outstanding shall be extinguished and
                thereafter not revive. The Supplemental Interest Trust Trustee shall
                not
                have liability for any failure or delay in making a payment hereunder
                to
                Party A due to any failure or delay in receiving amounts in the account
                held by the Supplemental Interest Trust from the Trust created pursuant
                to
                the Pooling and Servicing Agreement. This provision will survive
                the
                termination of this Agreement.

            


    

    


    
      	
              (h)

            	
              Timing
                of Payments
                by Party B upon Early Termination.
                Notwithstanding anything to the contrary in Section 6(d)(ii), to
                the
                extent that all or a portion (in either case, the “Unfunded Amount”) of
                any amount that is calculated as being due in respect of any Early
                Termination Date under Section 6(e) from Party B to Party A will
                be paid
                by Party B from amounts other than any upfront payment paid to Party
                B by
                an Eligible Replacement that has entered into a Replacement Transaction
                with Party B, then such Unfunded Amount shall be due on the next
                subsequent Distribution Date following the date on which the payment
                would
                have been payable as determined in accordance with Section 6(d)(ii),
                and
                on any subsequent Distribution Dates until paid in full (or if such
                Early
                Termination Date is the final Distribution Date, on such final
                Distribution Date); provided, however, that if the date on which
                the
                payment would have been payable as determined in accordance with
                Section
                6(d)(ii) is a Distribution Date, such payment will be payable on
                such
                Distribution Date.

            


    

    


    
      	
              (i)

            	
              Rating
                Agency Notifications. Notwithstanding
                any other provision of this Agreement, no Early Termination Date
                shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Rating
                Agency has been provided prior written notice of such designation
                or
                transfer. 

            


    

    


    
      	
              (j)

            	
              No
                Set-off.
                Except as expressly provided for in Section 2(c), Section 6 or Part
                1(f)(i)(D) hereof, and notwithstanding any other provision of this
                Agreement or any other existing or future agreement, each party
                irrevocably waives any and all rights it may have to set off, net,
                recoup
                or otherwise withhold or suspend or condition payment or performance
                of
                any obligation between it and the other party hereunder against any
                obligation between it and the other party under any other agreements.
                Section 6(e) shall be amended by deleting the following sentence:
“The
                amount, if any, payable in respect of an Early Termination Date and
                determined pursuant to this Section will be subject to any
                Set-off.”.

            


    

     

    
      	
              (k)

            	
              Amendment.
                Notwithstanding any provision to the contrary in this Agreement,
                no
                amendment of either this Agreement or any Transaction under this
                Agreement
                shall be permitted by either party unless each of the Rating Agencies
                has
                been provided prior written notice of the same and the Rating Agency
                Condition is satisfied with respect to S&P and DBRS.
                

            


    

    


    
      	
              (l)

            	
              Notice
                of Certain Events or Circumstances.
                Each Party agrees, upon learning of the occurrence or existence of
                any
                event or condition that constitutes (or that with the giving of notice
                or
                passage of time or both would constitute) an Event of Default or
                Termination Event with respect to such party, promptly to give the
                other
                Party and to each Rating Agency notice of such event or condition;
                provided that failure to provide notice of such event or condition
                pursuant to this Part 5(l) shall not constitute an Event of Default
                or a
                Termination Event.

            


    

     

    
      	(m)	
              Proceedings.
                No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party
                B, the Supplemental Interest Trust, or the trust formed pursuant
                to the
                Pooling and Servicing Agreement, in any bankruptcy, reorganization,
                arrangement, insolvency or liquidation proceedings or other proceedings
                under any federal or state bankruptcy or similar law for a period
                of one
                year (or, if longer, the applicable preference period) and one day
                following payment in full of the Certificates and any Notes. This
                provision will survive the termination of this Agreement. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 17
          of 28

      

    

     

    
      	
              (n)

            	
              Supplemental
                Interest Trust Trustee Liability Limitations.
                It
                is expressly understood and agreed by the parties hereto that (a)
                this
                Agreement is executed and delivered by HSBC Bank USA, National Association
                (“HSBC”) not in its individual capacity, but solely as the Supplemental
                Interest Trust Trustee under the Pooling and Servicing Agreement
                in the
                exercise of the powers and authority conferred and invested in it
                thereunder; (b) the Supplemental Interest Trust Trustee has been
                directed
                pursuant to the Pooling and Servicing Agreement to enter into this
                Agreement and to perform its obligations hereunder; (c) each of the
                representations, warranties, covenants, undertakings and agreements
                herein
                made on behalf of the Supplemental Interest Trust is made and intended
                not
                as a personal representation of the Supplemental Interest Trust Trustee
                but is made and intended for the purpose of binding only the Supplemental
                Interest Trust; and (d) nothing herein contained shall be construed
                as
                creating any liability on HSBC, individually or personally, to perform
                any
                covenant either expressed or implied contained herein, all such liability,
                if any, being expressly waived by the parties who are signatories
                to this
                Agreement and by any person claiming by, through or under such parties
                and
                (e) under no circumstances shall HSBC in its individual capacity
                be
                personally liable for the payment of any indemnity, indebtedness,
                fees or
                expenses of the Supplemental Interest Trust or any payments hereunder
                or
                for the breach or failure of any obligation, representation, warranty
                or
                covenant made or undertaken under this
                Agreement.

            


    

    


    
      	
              (o)

            	
              Severability.
                If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable. 

            


    

    


    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition. 

    


    
      	
              (p)

            	
              Agent
                for Party B. Party
                A acknowledges that the Depositor has appointed the Supplemental
                Interest
                Trust Trustee and the Securities Administrator as agents under the Pooling
                and Servicing Agreement to carry out certain functions on behalf
                of Party
                B, and that the Supplemental Interest Trust Trustee and the Securities
                Administrator shall be entitled to give notices and to perform and
                satisfy
                the obligations of Party B hereunder on behalf of Party
                B.

            


    

     

    
      	
              (q)

            	
              [Reserved.]

            


    

     

    
      	
              (r)

            	
              Consent
                to Recording.
                Each party hereto consents to the monitoring or recording, at any
                time and
                from time to time, by the other party of any and all communications
                between trading, marketing, and operations personnel of the parties
                and
                their Affiliates, waives any further notice of such monitoring or
                recording, and agrees to notify such personnel of such monitoring
                or
                recording. Each party agrees to provide such recording to the other
                party
                upon reasonable request.

            


    

     

    
      	
              (s)

            	
              Waiver
                of Jury Trial.
                Each party waives any right it may have to a trial by jury in respect
                of
                any suit, action or proceeding relating to this Agreement or any
                Credit
                Support Document. 

            


    

    


    
      	
              (t)

            	
              Form
                of ISDA Master Agreement. Party
                A and Party B hereby agree that the text of the body of the ISDA
                Master
                Agreement is intended to be the printed form of the ISDA Master Agreement
                (Multicurrency -
                Crossborder) as published and copyrighted in 1992 by the International
                Swaps and Derivatives Association,
                Inc.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 18
          of 28

      

    

     

    
      	
              (u)

            	
              Payment
                Instructions.
                Party A hereby agrees that, unless notified in writing by Party B
                of other
                payment instructions, any and all amounts payable by Party A to Party
                B
                under this Agreement shall be paid to the account specified in Item
                4 of
                this Long-form Confirmation, below.


            


    

    


    
      	
              (v)

            	
              Additional
                representations.

            


    

    


    
      	 	
              (i)

            	
              Representations
                of Party A.
                Party A represents to Party B on the date on which Party A enters
                into
                each Transaction that Party A’s obligations under this Agreement rank pari
                passu with all of Party A’s other unsecured, unsubordinated obligations
                except those obligations preferred by operation of
                law.

            


    

     

    
      	 	
              (ii)

            	
              Capacity.
                Party A represents to Party B on the date on which Party A enters
                into
                this Agreement that it is entering into the Agreement and the Transaction
                as principal and not as agent of any person. The Supplemental Interest
                Trust Trustee represents to Party A on the date on which the Supplemental
                Interest Trust Trustee executes this Agreement that it is executing
                the
                Agreement in its capacity as the Supplemental Interest Trust
                Trustee.

            


    

     

    
      	
              (w)

            	
              Acknowledgements.

            


    

    


    
      	 	
              (i)

            	
              Substantial
                financial transactions.
                Each party hereto is hereby advised and acknowledges as of the date
                hereof
                that the other party has engaged in (or refrained from engaging in)
                substantial financial transactions and has taken (or refrained from
                taking) other material actions in reliance upon the entry by the
                parties
                into the Transaction being entered into on the terms and conditions
                set
                forth herein and in the Pooling and Servicing Agreement relating
                to such
                Transaction, as applicable. This paragraph shall be deemed repeated
                on the
                trade date of each Transaction.

            


    

     

    
      	 	
              (ii)

            	
              Bankruptcy
                Code.
                Subject to Part 5(m), without limiting the applicability if any,
                of any
                other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                Code”) (including without limitation Sections 362, 546, 556, and 560
                thereof and the applicable definitions in Section 101 thereof), the
                parties acknowledge and agree that all Transactions entered into
                hereunder
                will constitute “forward contracts” or “swap agreements” as defined in
                Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                Section 761 of the Bankruptcy Code, that the rights of the parties
                under
                Section 6 of this Agreement will constitute contractual rights to
                liquidate Transactions, that any margin or collateral provided under
                any
                margin, collateral, security, pledge, or similar agreement related
                hereto
                will constitute a “margin payment” as defined in Section 101 of the
                Bankruptcy Code, and that the parties are entities entitled to the
                rights
                under, and protections afforded by, Sections 362, 546, 556, and 560
                of the
                Bankruptcy Code.

            


    

     

    
      	
              (x)

            	
              [Reserved.]

            


    

     

    
      	
              (y)

            	
              [Reserved.]

            


    

     

    
      	(z)	
              Additional
                Definitions. 

            


    

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise: 

     

    “Approved
      Ratings Threshold”
      means
      each of the S&P Approved Ratings Threshold, the Moody’s First Trigger
      Ratings Threshold, and the DBRS Approved Ratings Threshold.

    


    “Approved
      Replacement” means,
      with respect to a Market Quotation, an entity making such Market Quotation,
      which entity would satisfy conditions (a), (b), (c) and (d) of the definition
      of
      Permitted Transfer (as determined by Party B in its sole discretion, acting
      in a
      commercially reasonable manner) if such entity were a Transferee, as defined
      in
      the definition of Permitted Transfer.

    


    “DBRS”
      means
      Dominion Bond Rating Service, or any successor thereto. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page 19
          of 28

      

    

     

    “DBRS
      Approved Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, a long-term unsecured and unsubordinated debt rating
      from
      DBRS of “AA(low)” and a short-term unsecured and unsubordinated debt rating from
      DBRS of “R-1(middle)”.

    


    “DBRS
      Required Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings from DBRS at least equal to the
      DBRS
      Required Ratings Threshold.

    


    “DBRS
      Required Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, a
      long-term unsecured and unsubordinated debt rating from DBRS of
“BBB”.

    


    “Derivative
      Provider Trigger Event”
      means
      (i) an Event of Default with respect to which Party A is a Defaulting Party,
      (ii) a Termination Event with respect to which Party A is the sole Affected
      Party or (iii) an Additional Termination Event with respect to which Party
      A is
      the sole Affected Party.

    


    “Eligible
      Guarantee”
      means an
      unconditional and irrevocable guarantee of all present and future obligations
      of
      Party A under this Agreement (or, solely for purposes of the definition of
      Eligible Replacement, all present and future obligations of such Eligible
      Replacement under this Agreement or its replacement, as applicable) which is
      provided by a guarantor as principal debtor rather than surety and which is
      directly enforceable by Party B, the form and substance of which guarantee
      are
      subject to the Rating Agency Condition with respect to S&P and DBRS, and
      either (A) a law firm has given a legal opinion confirming that none of the
      guarantor’s payments to Party B under such guarantee will be subject to
deduction
      or Tax collected by withholding and such opinion has been delivered to Moody’s,
or
      (B)
      such guarantee provides that, in the event that any of such guarantor’s payments
      to Party B are subject to deduction or Tax collected by withholding, such
      guarantor is required to pay such additional amount as is necessary to ensure
      that the net amount actually received by Party B (free and clear of any Tax
      collected by withholding) will equal the full amount Party B would have received
      had no such deduction or withholding been required, or (C) in the event that
      any
      payment under such guarantee is made net of deduction or withholding for Tax,
      Party A is required, under Section 2(a)(i), to make such additional payment
      as
      is necessary to ensure that the net amount actually received by Party B from
      the
      guarantor will equal the full amount Party B would have received had no such
      deduction or withholding been required.

    


    “Eligible
      Replacement”
      means an
      entity (A) that lawfully could perform the obligations owing to Party B under
      this Agreement (or its replacement, as applicable), and (B)
      (I)
      (x) which has credit ratings from S&P at least equal to the S&P Required
      Ratings Threshold or (y) all
      present
      and future obligations of which entity owing to Party B under this Agreement
      (or
      its replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from S&P at least equal to the
      S&P Required Ratings Threshold, in either case if S&P is a Rating
      Agency, (II) (x) which has credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold or (y) all present and future
      obligations of which entity owing to Party B under this Agreement (or its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
      Agency, and (III) (x) which has credit ratings from DBRS at least equal to
      the
      applicable DBRS Approved Ratings Threshold or (y) all present and future
      obligations of which entity owing to Party B under this Agreement (or its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from DBRS at least equal to the
      DBRS
      Approved Ratings Threshold, in either case if DBRS is a Rating Agency, and
      (C)
      that has executed an Item 1115 Agreement with Depositor. 

    


    “Financial
      Institution”
means
      a
      bank, broker/dealer, insurance company, structured investment company or
      derivative product company.

    


    “Firm
      Offer”
      means a
      quotation from an Eligible Replacement (i) in an amount equal to the actual
      amount payable by or to Party B in consideration of an agreement between Party
      B
      and such Eligible Replacement to replace Party A as the counterparty to this
      Agreement by way of novation or, if such novation is not possible, an agreement
      between Party B and such Eligible Replacement to enter into a Replacement
      Transaction (assuming that all Transactions hereunder become Terminated
      Transactions), and (ii) that constitutes an offer by such Eligible Replacement
      to replace Party A as the counterparty to this Agreement or enter a Replacement
      Transaction that will become legally binding upon such Eligible Replacement
      upon
      acceptance by Party B.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          20 of 28

      

    

     

    “Moody’s”
      means
      Moody’s Investors Service,
      Inc.,
      or any successor thereto. 

    


    “Moody’s
      First Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating or counterparty rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

    


    “Moody’s
      Second Trigger Downgrade
      Event” means
      that no
      Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
      Second Trigger Ratings Threshold. 

    


    “Moody’s
      Second Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody’s of “A3”.

    


    “Permitted
      Transfer” means
      a
      transfer by novation by Party A, pursuant to Section 6(b)(ii) or the Item 1115
      Agreement, or which is described in Sections 7(a)(2) or (3) (as amended herein),
      to a transferee (the “Transferee”)
      of
      Party A’s rights, liabilities, duties and obligations under this Agreement,
with
      respect to which transfer each of the following conditions is
      satisfied:
      (a) the
      Transferee is an Eligible Replacement; (b) Party A and the Transferee are both
      “dealers in notional principal contracts” within the meaning of Treasury
      regulations section 1.1001-4; (c) as of the date of such transfer the Transferee
      would not be required to withhold or deduct on account of Tax from any payments
      under this Agreement or would be required to gross up for such Tax under Section
      2(d)(i)(4); (d) an Event of Default or Termination Event would not occur as
      a
      result of such transfer; (e) the Transferee contracts with Party B pursuant
      to a
      written instrument (the “Transfer
      Agreement”)
      (A)
      (i) on terms which are
      effective to transfer to the Transferee all, but not less than all, of Party
      A’s
      rights, liabilities, duties and obligations under the Agreement and all relevant
      Transactions, which terms are identical to the terms of this Agreement, other
      than party names, dates relevant to the effective date of such transfer, tax
      representations (provided that the representations in Part 2(a)(i) are not
      modified) and any other representations regarding the status of the substitute
      counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or Part
      5(v)(ii), notice information and account details, and (ii) each Rating Agency
      has been given prior written notice of such transfer,
      or (B)
      (i) on terms that (x) have the effect of preserving for Party B the economic
      equivalent of all payment and delivery obligations (whether absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      under this Agreement immediately before such transfer and (y) are, in all
      material respects, no less beneficial for Party B than the terms of this
      Agreement immediately before such transfer, as determined by Party B, and (ii)
      Moody’s has been given prior written notice of such transfer and the Rating
      Agency Condition is satisfied with respect to S&P and DBRS; (f) Party A will
      be responsible for any costs or expenses incurred in connection with such
      transfer (including any replacement cost of entering into a replacement
      transaction); and (g) such transfer otherwise complies with the terms of the
      Pooling and Servicing Agreement.

    


    “Rating
      Agency Condition”
      means,
      with respect to any particular proposed act or omission to act hereunder and
      each Rating Agency specified in connection with such proposed act or omission,
      that the party proposing such act or failure to act must consult with each
      of
      the specified Rating Agencies and receive from each such Rating Agency prior
      written confirmation that the proposed action or inaction would not cause a
      downgrade or withdrawal of the then-current rating of any Certificates or
      Notes.

    


    “Rating
      Agencies”
      mean,
      with respect to any date of determination, each of S&P, Moody’s, and DBRS,
      to the extent that each such rating agency is then providing a rating for any
      of
      the MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-2, Mortgage
      Pass-Through Certificates (the “Certificates”) or any notes backed by any of the
      Certificates (the “Notes”).

    


    “Relevant
      Entities” mean
      Party A and, to the extent applicable, a guarantor under an Eligible
      Guarantee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          21 of 28

      

       

    

    “Replacement
      Transaction”
      means,
      with respect to any Terminated Transaction or group of Terminated Transactions,
      a transaction or group of transactions that (A) has terms which would be
      effective to transfer to a transferee all, but not less than all, of Party
      A’s
      rights, liabilities, duties and obligations under this Agreement and all
      relevant Transactions, which terms are identical to the terms of this Agreement,
      other than party names, dates relevant to the effective date of such transfer,
      tax representations (provided that the representations in Part 2(a)(i) are
      not
      modified) and any other representations regarding the status of the substitute
      counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or Part
      5(v)(ii), notice information and account details, save for the exclusion of
      provisions relating to Transactions that are not Terminated Transactions, or
      (B)
      (x) would have the effect of preserving for Party B the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      under this Agreement in respect of such Terminated Transaction or group of
      Terminated Transactions that would, but for the occurrence of the relevant
      Early
      Termination Date, have been required after that date, and (y) has terms which
      are, in all material respects, no less beneficial for Party B than those of
      this
      Agreement (save for the exclusion of provisions relating to Transactions that
      are not Terminated Transactions), as determined by Party B.

    


    “Required
      Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings at least equal to the Required
      Ratings Threshold.

    


    “Required
      Ratings Threshold” means
      each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
      Ratings Threshold, and the DBRS Required Ratings Threshold.

    


    “S&P”
      means
      Standard & Poor’s Rating Services, a division
      of The
      McGraw-Hill Companies, Inc., or any successor thereto. 

    


    “S&P
      Approved Ratings Threshold”
      means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, a short-term unsecured and unsubordinated debt rating
      of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
      unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating of “A+” from
      S&P.

    


    “S&P
      Required Ratings Downgrade Event” means
      that no Relevant Entity has credit ratings from S&P at least equal to the
      S&P Required Ratings Threshold.

    


    “S&P
      Required Ratings Threshold”
      means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, (I)
      if
      such entity is a Financial Institution, a short-term unsecured and
      unsubordinated debt rating of “A-2” from S&P, or, if such entity does not
      have a short-term unsecured and unsubordinated debt
      rating
      from S&P, a long-term unsecured and unsubordinated debt rating or
      counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
      Financial Institution, a short-term unsecured and unsubordinated debt rating
      of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
      unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating of “A+” from
      S&P.

     

    [Remainder
      of this page intentionally left blank.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          22 of 28

      

    
 

    
      	Item
              4.	
              Account
                Details and Settlement Information:  

            


    

     

    Payments
      to Party A:

    


    
      	 	
              A/C
                With:

            	 	
              DB
                Trust Co. Americas, New York

            
	 	
              Swift
                Code:

            	 	
              BKTRUUS33
                / ABA 021001033

            
	 	
              Favour
                of:

            	 	
              Deutsche
                Bank AG, New York

            
	 	
              Account
                Number: 

            	 	
              01
                473 969

            
	 	
              Reference:

            	 	
              N681806N

            
	 	 	 	 
	Payments
              to Party B:	 	
              Wells
                Fargo Bank, NA

            
	 	 	 	
              ABA
                #121000248

            
	 	 	 	
              Account
                Name: SAS Clearing

            
	 	 	 	
              Account
                # 3970771416

            
	 	 	 	
              FFC
                to: MortgageIT MHL 2007-2, Swap Acct #
                53170301

            


    

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          23 of 28

      

    

     

    We
      are
      very pleased to have executed this Transaction with you and we look forward
      to
      completing other transactions with you in the near future.

     

    
      	Very truly yours,	 	 	 
	 	 	 	 
	DEUTSCHE BANK AG, NEW YORK
              BRANCH	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ 	 	 	
            
	 	
              
Name:	 	 	
            
	 	Title:	 	 	 


    

     

    
      	 	 	 	 	 
	By:	/s/ 	 	 	
            
	 	
              
Name:	 	 	
            
	 	Title:	 	 	
            


    

     

    Party
      B,
      acting through its duly authorized signatory, hereby agrees to, accepts and
      confirms the terms of the foregoing as of the date hereof.

    


    HSBC
      BANK
      USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS THE SUPPLEMENTAL
      INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT
      TO THE MORTGAGEIT SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-2, MORTGAGE
      PASS-THROUGH CERTIFICATES

     

    
      
        	 	 	 	 	 
	By:	/s/
                Elena Zhenga	 	 	
              
	 	
                
Name:
                Elena Zhenga	 	 	
              
	 	Title: Vice President 	 	 	
              


      

       

    

    DEUTSCHE
      BANK SECURITIES INC.,
      solely
      with respect to the Initial Upfront Fixed Payment in Item 2 of this
      Agreement

    
       

      
        
          	 	 	 	 	 
	By:	/s/
                  Ernest Calabrese	 	 	
                
	 	
                  
Name: Ernest
                  Calabrese	 	 	
                
	 	Title: Director	 	 	
                


        

        
          
             

            
              
                	 	 	 	 	 
	By:	/s/
                        Rika Yano	 	 	
                      
	 	
                        
Name: Rika
                        Yano	 	 	
                      
	 	Title: Vice
                        President 	 	 	
                      


              

               

            

          

        

      

    

    
      Chairman
        of the Supervisory Board: Clemens Börsig

      Management
        Board: Josef Ackermann (Chairman), Hugo Banziger, Tessen von Heydebreck,
        Anthony
        Di Iorio, Hermann-Josef Lamberti

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          24 of 28

      

    

     

    SCHEDULE
      I

     

    (All
      such
      dates subject to No Adjustment with respect to Fixed Rate Payer Period End
      Dates
      and adjustment in accordance with the Following Business Day Convention with
      respect to Floating Rate Payer Period End Dates)

    


    
      	
              From
                and including:

            	 	
              To
                but excluding:

            	 	
              Notional
                Amount (USD):

            
	
              30-Aug-07

            	 	
              25-Sep-07

            	 	
              821,837,000.00
                

            
	
              25-Sep-07

            	 	
              25-Oct-07

            	 	
              819,974,597.30
                

            
	
              25-Oct-07

            	 	
              25-Nov-07

            	 	
              817,669,335.30
                

            
	
              25-Nov-07

            	 	
              25-Dec-07

            	 	
              814,922,058.02
                

            
	
              25-Dec-07

            	 	
              25-Jan-08

            	 	
              811,734,283.17
                

            
	
              25-Jan-08

            	 	
              25-Feb-08

            	 	
              808,108,205.05
                

            
	
              25-Feb-08

            	 	
              25-Mar-08

            	 	
              804,046,695.97
                

            
	
              25-Mar-08

            	 	
              25-Apr-08

            	 	
              799,553,305.84
                

            
	
              25-Apr-08

            	 	
              25-May-08

            	 	
              794,632,260.19
                

            
	
              25-May-08

            	 	
              25-Jun-08

            	 	
              789,288,456.29
                

            
	
              25-Jun-08

            	 	
              25-Jul-08

            	 	
              783,527,457.75
                

            
	
              25-Jul-08

            	 	
              25-Aug-08

            	 	
              777,355,487.13
                

            
	
              25-Aug-08

            	 	
              25-Sep-08

            	 	
              770,779,417.08
                

            
	
              25-Sep-08

            	 	
              25-Oct-08

            	 	
              763,806,759.47
                

            
	
              25-Oct-08

            	 	
              25-Nov-08

            	 	
              756,445,653.04
                

            
	
              25-Nov-08

            	 	
              25-Dec-08

            	 	
              748,704,849.17
                

            
	
              25-Dec-08

            	 	
              25-Jan-09

            	 	
              740,593,696.10
                

            
	
              25-Jan-09

            	 	
              25-Feb-09

            	 	
              732,122,121.39
                

            
	
              25-Feb-09

            	 	
              25-Mar-09

            	 	
              723,300,612.90
                

            
	
              25-Mar-09

            	 	
              25-Apr-09

            	 	
              714,140,198.11
                

            
	
              25-Apr-09

            	 	
              25-May-09

            	 	
              704,652,421.95
                

            
	
              25-May-09

            	 	
              25-Jun-09

            	 	
              694,849,323.22
                

            
	
              25-Jun-09

            	 	
              25-Jul-09

            	 	
              684,743,409.57
                

            
	
              25-Jul-09

            	 	
              25-Aug-09

            	 	
              674,347,631.20
                

            
	
              25-Aug-09

            	 	
              25-Sep-09

            	 	
              663,675,353.23
                

            
	
              25-Sep-09

            	 	
              25-Oct-09

            	 	
              652,740,327.03
                

            
	
              25-Oct-09

            	 	
              25-Nov-09

            	 	
              641,556,660.33
                

            
	
              25-Nov-09

            	 	
              25-Dec-09

            	 	
              630,138,786.41
                

            
	
              25-Dec-09

            	 	
              25-Jan-10

            	 	
              618,511,897.58
                

            
	
              25-Jan-10

            	 	
              25-Feb-10

            	 	
              607,080,726.13
                

            
	
              25-Feb-10

            	 	
              25-Mar-10

            	 	
              595,843,535.41
                

            
	
              25-Mar-10

            	 	
              25-Apr-10

            	 	
              584,797,084.56
                

            
	
              25-Apr-10

            	 	
              25-May-10

            	 	
              573,938,186.61
                

            
	
              25-May-10

            	 	
              25-Jun-10

            	 	
              563,263,707.62
                

            
	
              25-Jun-10

            	 	
              25-Jul-10

            	 	
              552,770,565.73
                

            
	
              25-Jul-10

            	 	
              25-Aug-10

            	 	
              542,455,730.38
                

            
	
              25-Aug-10

            	 	
              25-Sep-10

            	 	
              532,316,221.40
                

            
	
              25-Sep-10

            	 	
              25-Oct-10

            	 	
              522,349,108.20
                

            
	
              25-Oct-10

            	 	
              25-Nov-10

            	 	
              512,551,508.97
                

            
	
              25-Nov-10

            	 	
              25-Dec-10

            	 	
              502,920,589.82
                

            
	
              25-Dec-10

            	 	
              25-Jan-11

            	 	
              493,453,564.03
                

            
	
              25-Jan-11

            	 	
              25-Feb-11

            	 	
              484,147,691.28
                

            
	
              25-Feb-11

            	 	
              25-Mar-11

            	 	
              475,000,276.82
                

            
	
              25-Mar-11

            	 	
              25-Apr-11

            	 	
              466,008,670.77
                

            
	
              25-Apr-11

            	 	
              25-May-11

            	 	
              457,170,267.38
                

            
	
              25-May-11

            	 	
              25-Jun-11

            	 	
              448,482,504.24
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          25 of 28

      

    

     

    
      	
              25-Jun-11

            	 	
              25-Jul-11

            	 	
              439,942,861.65
                

            
	
              25-Jul-11

            	 	
              25-Aug-11

            	 	
              431,548,861.82
                

            
	
              25-Aug-11

            	 	
              25-Sep-11

            	 	
              423,298,068.25
                

            
	
              25-Sep-11

            	 	
              25-Oct-11

            	 	
              415,188,085.02
                

            
	
              25-Oct-11

            	 	
              25-Nov-11

            	 	
              407,216,556.09
                

            
	
              25-Nov-11

            	 	
              25-Dec-11

            	 	
              399,381,164.69
                

            
	
              25-Dec-11

            	 	
              25-Jan-12

            	 	
              391,679,632.63
                

            
	
              25-Jan-12

            	 	
              25-Feb-12

            	 	
              384,109,719.69
                

            
	
              25-Feb-12

            	 	
              25-Mar-12

            	 	
              376,669,222.96
                

            
	
              25-Mar-12

            	 	
              25-Apr-12

            	 	
              369,355,976.25
                

            
	
              25-Apr-12

            	 	
              25-May-12

            	 	
              362,167,849.46
                

            
	
              25-May-12

            	 	
              25-Jun-12

            	 	
              355,102,748.00
                

            
	
              25-Jun-12

            	 	
              25-Jul-12

            	 	
              348,158,612.20
                

            
	
              25-Jul-12

            	 	
              25-Aug-12

            	 	
              341,333,416.71
                

            
	
              25-Aug-12

            	 	
              25-Sep-12

            	 	
              334,625,169.96
                

            
	
              25-Sep-12

            	 	
              25-Oct-12

            	 	
              328,271,496.15
                

            
	
              25-Oct-12

            	 	
              25-Nov-12

            	 	
              322,029,260.62
                

            
	
              25-Nov-12

            	 	
              25-Dec-12

            	 	
              315,896,575.35
                

            
	
              25-Dec-12

            	 	
              25-Jan-13

            	 	
              309,871,583.88
                

            
	
              25-Jan-13

            	 	
              25-Feb-13

            	 	
              303,952,460.74
                

            
	
              25-Feb-13

            	 	
              25-Mar-13

            	 	
              298,137,411.00
                

            
	
              25-Mar-13

            	 	
              25-Apr-13

            	 	
              292,424,669.71
                

            
	
              25-Apr-13

            	 	
              25-May-13

            	 	
              286,812,501.44
                

            
	
              25-May-13

            	 	
              25-Jun-13

            	 	
              281,299,199.73
                

            
	
              25-Jun-13

            	 	
              25-Jul-13

            	 	
              275,883,086.70
                

            
	
              25-Jul-13

            	 	
              25-Aug-13

            	 	
              270,562,512.49
                

            
	
              25-Aug-13

            	 	
              25-Sep-13

            	 	
              265,335,854.84
                

            
	
              25-Sep-13

            	 	
              25-Oct-13

            	 	
              260,275,919.07
                

            
	
              25-Oct-13

            	 	
              25-Nov-13

            	 	
              255,305,732.87
                

            
	
              25-Nov-13

            	 	
              25-Dec-13

            	 	
              250,423,762.84
                

            
	
              25-Dec-13

            	 	
              25-Jan-14

            	 	
              245,628,501.34
                

            
	
              25-Jan-14

            	 	
              25-Feb-14

            	 	
              240,918,466.00
                

            
	
              25-Feb-14

            	 	
              25-Mar-14

            	 	
              236,292,199.35
                

            
	
              25-Mar-14

            	 	
              25-Apr-14

            	 	
              231,748,268.40
                

            
	
              25-Apr-14

            	 	
              25-May-14

            	 	
              227,285,264.22
                

            
	
              25-May-14

            	 	
              25-Jun-14

            	 	
              222,901,801.54
                

            
	
              25-Jun-14

            	 	
              25-Jul-14

            	 	
              218,596,518.37
                

            
	
              25-Jul-14

            	 	
              25-Aug-14

            	 	
              214,368,075.60
                

            
	
              25-Aug-14

            	 	
              25-Sep-14

            	 	
              210,215,156.62
                

            
	
              25-Sep-14

            	 	
              25-Oct-14

            	 	
              206,272,253.47
                

            
	
              25-Oct-14

            	 	
              25-Nov-14

            	 	
              202,399,786.86
                

            
	
              25-Nov-14

            	 	
              25-Dec-14

            	 	
              198,596,538.13
                

            
	
              25-Dec-14

            	 	
              25-Jan-15

            	 	
              194,861,309.33
                

            
	
              25-Jan-15

            	 	
              25-Feb-15

            	 	
              191,192,922.79
                

            
	
              25-Feb-15

            	 	
              25-Mar-15

            	 	
              187,590,220.85
                

            
	
              25-Mar-15

            	 	
              25-Apr-15

            	 	
              184,052,065.50
                

            
	
              25-Apr-15

            	 	
              25-May-15

            	 	
              180,577,338.04
                

            
	
              25-May-15

            	 	
              25-Jun-15

            	 	
              177,164,938.76
                

            
	
              25-Jun-15

            	 	
              25-Jul-15

            	 	
              173,813,786.64
                

            
	
              25-Jul-15

            	 	
              25-Aug-15

            	 	
              170,522,819.01
                

            
	
              25-Aug-15

            	 	
              25-Sep-15

            	 	
              167,290,991.26
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          26 of 28

      

    

    
    

    
      	
              25-Sep-15

            	 	
              25-Oct-15

            	 	
              164,236,247.76
                

            
	
              25-Oct-15

            	 	
              25-Nov-15

            	 	
              161,235,599.92
                

            
	
              25-Nov-15

            	 	
              25-Dec-15

            	 	
              158,288,110.23
                

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          27 of 28

      

    

     

    Annex
      A

    


    Paragraph
      13 of the Credit Support Annex

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        Page
          28 of 28

      

    
 

    Annex
      B

    


    Item
      1115 Agreement

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      A

    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of August 30, 2007 between

    Deutsche
      Bank AG, New York Branch (hereinafter
      referred to as “Party
      A”
      or
“Pledgor”)

    and

    HSBC
      Bank
      USA, National Association, not individually, but solely as trustee (the
“Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
      trust with respect to the MortgageIT Securities Corp. Mortgage Loan Trust,
      Series 2007-2, Mortgage Pass-Through Certificates (the “Supplemental Interest
      Trust”)

    (hereinafter
      referred to as “Party
      B”
      or
“Secured
      Party”).

    


    For
      the
      avoidance of doubt, and notwithstanding anything to the contrary that may be
      contained in the Agreement, this Credit Support Annex shall relate solely to
      the
      Transaction documented in the Confirmation dated August 30, 2007, between Party
      A and Party B, Reference Number N681806N.

     

    Paragraph
      13. Elections and Variables.

     

    
      	
              (a)

            	
              Security
                Interest for “Obligations”.
                The term “Obligations”
                as
                used in this Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)

            	
              Credit
                Support Obligations.

            


    

     

    
      	 	
              (i)

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	 	
              (A)

            	
              “Delivery
                Amount”
                has the meaning specified in Paragraph 3(a), except that:
                

            


    

     

    
      	 	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation
                Date”,

            


    

     

    
      	 	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall
                be deleted in its entirety and replaced with the
                following:

            


    

     

    “The
      “Delivery
      Amount”
      applicable to the Pledgor for any Valuation Date will equal the greatest of
      

     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured
                Party,

            


    

     

    
      	 	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured
                Party,

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (3)
                

            	
              the
                amount by which (a) the DBRS Credit Support Amount for such Valuation
                Date
                exceeds (b) the DBRS Value, as of such Valuation Date, of all Posted
                Credit Support held by the Secured Party”,
                and

            


    

     

    
      	 	
              (III)

            	
              if,
                on any Valuation Date, the Delivery Amount equals or exceeds the
                Pledgor’s
                Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                Party
                sufficient Eligible Credit Support to ensure that, immediately following
                such transfer, the Delivery Amount shall be
                zero.

            


    

     

    
      	 	
              (B)

            	
              “Return
                Amount”
                has the meaning specified in Paragraph 3(b), except
                that:

            


    

     

    
      	 	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following:

            


    

     

    “The
      “Return
      Amount”
      applicable to the Secured Party for any Valuation Date will equal the least
      of


     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation
                Date,

            


    

     

    
      	 	
              (2)
                

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation
                Date,

            


    

     

    
      	 	
              (3)

            	
              the
                amount by which (a) the DBRS Value, as of such Valuation Date, of
                all
                Posted Credit Support held by the Secured Party exceeds (b) the DBRS
                Credit Support Amount for such Valuation Date”,
                and

            


    

     

    
      	 	
              (II)

            	
              in
                no event shall the Secured Party be required to Transfer any Posted
                Credit
                Support under Paragraph 3(b) if, immediately following such transfer,
                the
                Delivery Amount would be greater than
                zero.

            


    

     

    
      	 	
              (C)

            	
              “Credit
                Support Amount”
                shall not apply. For
                purposes of calculating any Delivery Amount or Return Amount for
                any
                Valuation Date, reference shall be made to the S&P Credit Support
                Amount, the Moody’s Credit Support Amount, or the DBRS Credit Support
                Amount, in each case for such Valuation Date, as provided in Paragraphs
                13(b)(i)(A) and 13(b)(i)(B), above.

            


    

     

    
      	 	
              (ii)

            	
              Eligible
                Collateral.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    On
      any
      date, the following items will qualify as “Eligible
      Collateral”
(for
      the avoidance of doubt, all Eligible Collateral to be denominated in
      USD):

     

    
      	
              Collateral

            	 	
              S&P
                Approved Ratings Valuation Percentage

            	 	
              S&P
                Required Ratings Valuation Percentage

            	 	
              Moody's
                First Trigger Valuation Percentage

            	 	
              Moody's
                Second Trigger Valuation Percentage

            	 	
              DBRS
                Valuation Percentage

            	 
	
              (A) 
                Cash

            	 	 	
              100

            	
              %

            	 	
              80

            	
              %

            	 	
              100

            	
              %

            	 	
              100

            	
              %

            	 	
              100

            	
              %

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (B)  Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of not more than one
                year

            	 	 	
              98.0

            	
              %

            	 	
              78.4

            	
              %

            	 	
              100

            	
              %

            	 	
              100

            	
              %

            	 	
              97.5

            	
              %

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (C)  Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than one year but not more
                than
                ten years

            	 	 	
              92.6

            	
              %

            	 	
              74.1

            	
              %

            	 	
              100

            	
              %

            	 	
              94

            	
              %

            	 	
              86.3

            	
              %

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (D)  Fixed-rate
                negotiable debt obligations issued by the U.S. Treasury Department
                having
                a remaining maturity on such date of more than ten years

            	 	 	
              84.6

            	
              %

            	 	
              67.7

            	
              %

            	 	
              100

            	
              %

            	 	
              87

            	
              %

            	 	
              79

            	
              %

            


    

     

    
      	 	
              (iii)

            	
              Other
                Eligible Support. 

            


    

     

    The
      following items will qualify as “Other
      Eligible Support”
      for the
      party specified: 

     

    Not
      applicable.

     

    
      	 	
              (iv)

            	
              Threshold.

            


    

     

    
      	 	
              (A)

            	
              “Independent
                Amount”
                means zero with respect to Party A and Party
                B.

            


    

     

    
      	 	
              (B)

            	
              “Moody’s
                Threshold”
                means, with respect to Party A and any Valuation Date, if a Moody’s First
                Trigger Downgrade Event has occurred and is continuing and such Moody’s
                First Trigger Downgrade Event has been continuing (i) for at least
                30
                Local Business Days or (ii) since this Annex was executed, zero;
                otherwise, infinity.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “S&P
      Threshold” means,
      with respect to Party A and any Valuation Date, if an S&P Approved Ratings
      Downgrade Event has occurred and is continuing and such S&P Approved Ratings
      Downgrade Event has been continuing (i) for at least 10 Local Business Days
      or
      (ii) since this Annex was executed, zero; otherwise, infinity.

     

    “DBRS
      Threshold” means,
      with respect to Party A and any Valuation Date, if a DBRS Approved Ratings
      Downgrade Event has occurred and is continuing and such DBRS Approved Ratings
      Downgrade Event has been continuing (i) for at least 30 calendar days or (ii)
      since this Annex was executed, zero; otherwise, infinity.

     

    “Threshold”
      means,
      with respect to Party B and any Valuation Date, infinity.

     

    
      	 	
              (C)

            	
              “Minimum
                Transfer Amount” means
                USD 100,000 with respect to Party A and Party B; provided, however,
                that
                if the aggregate Certificate Principal Balance of any Certificates
                and the
                aggregate principal balance of any Notes rated by S&P is at the time
                of any transfer less than USD 50,000,000, the “Minimum
                Transfer Amount”
                shall be USD 50,000.

            


    

     

    
      	 	
              (D)

            	
              Rounding:
                The Delivery Amount will be rounded up to the nearest integral multiple
                of
                USD 10,000. The Return Amount will be rounded down to the nearest
                integral
                multiple of USD 10,000.

            


    

     

    
      	
              (c)

            	
              Valuation
                and Timing.

            


    

     

    
      	 	
              (i)

            	
              “Valuation
                Agent”
                means Party A; provided, however, that if an Event of Default shall
                have
                occurred with respect to which Party A is the Defaulting Party, Party
                B
                shall have the right to designate as Valuation Agent an independent
                party,
                reasonably acceptable to Party A, the cost for which shall be borne
                by
                Party A. All calculations by the Valuation Agent must be made in
                accordance with standard market practice, including, in the event
                of a
                dispute as to the Value of any Eligible Credit Support or Posted
                Credit
                Support, by making reference to quotations received by the Valuation
                Agent
                from one or more Pricing Sources.

            


    

     

    
      	 	
              (ii)

            	
              “Valuation
                Date” means
                the first Local Business Day in each week on which any of the S&P
                Threshold, the Moody’s Threshold, or the DBRS Threshold is
                zero.

            


    

     

    
      	 	
              (iii)

            	
              “Valuation
                Time” means
                the close of business in the city of the Valuation Agent on the Local
                Business Day immediately preceding the Valuation Date or date of
                calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date. The Valuation Agent
                will
                notify each party (or the other party, if the Valuation Agent is
                a party)
                of its calculations not later than the Notification Time on the applicable
                Valuation Date (or in the case of Paragraph 6(d), the Local Business
                Day
                following the day on which such relevant calculations are
                performed).”

            


    

     

    
      	 	
              (iv)

            	
              “Notification
                Time” means
                11:00 a.m., New York time, on a Local Business Day.
                

            


    

     

    
      	
              (d)

            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.
                The following Termination Events will be a “Specified
                Condition”
                for the party specified (that party being the Affected Party if the
                Termination Event occurs with respect to that party): With respect
                to
                Party A: any Additional Termination Event with respect to which Party
                A is
                the sole Affected Party. With respect to Party B:
                None.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (e)

            	
              Substitution.

            


    

     

    
      	 	
              (i)

            	
              “Substitution
                Date”
                has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	 	
              (ii)

            	
              Consent.
                If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph 4(d):
                Inapplicable.

            


    

     

    
      	
              (f)

            	
              Dispute
                Resolution.

            


    

     

    
      	 	
              (i)

            	
              “Resolution
                Time”
                means 1:00 p.m. New York time on the Local Business Day following
                the date
                on which the notice of the dispute is given under Paragraph
                5.

            


    

     

    
      	 	
              (ii)

            	
              Value.
                Notwithstanding anything to the contrary in Paragraph 12, for the
                purpose
                of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s Value, and
                DBRS Value on any date, of Eligible Collateral will be calculated
                as
                follows: 

            


    

     

    For
      Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the sum
      of
      (A) the product of (1)(x) the bid price at the Valuation Time for such
      securities on the principal national securities exchange on which such
      securities are listed, or (y) if such securities are not listed on a national
      securities exchange, the bid price for such securities quoted at the Valuation
      Time by any principal market maker for such securities selected by the Valuation
      Agent, or (z) if no such bid price is listed or quoted for such date, the bid
      price listed or quoted (as the case may be) at the Valuation Time for the day
      next preceding such date on which such prices were available and (2) the
      applicable Valuation Percentage for such Eligible Collateral, and (B) the
      accrued interest on such securities (except to the extent Transferred to the
      Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
      referred to in the immediately preceding clause (A)) as of such
      date.

     

    For
      Cash,
      the amount thereof multiplied, in the case of the S&P Value, by the
      applicable S&P Valuation Percentage.

     

    
      	 	
              (iii)

            	
              Alternative.
                The provisions of Paragraph 5 will
                apply.

            


    

     

    
      	
              (g)

            	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	 	
              (i)

            	
              Eligibility
                to Hold Posted Collateral; Custodians.  Party
                B (or any Custodian) will be entitled to hold Posted Collateral pursuant
                to Paragraph 6(b). 

            


    

     

    Party
      B
      may appoint as Custodian (A) the entity then serving as the Securities
      Administrator or (B) any entity other than the entity then serving as the
      Securities Administrator if such other entity (or, to the extent applicable,
      its
      parent company or credit support provider) shall then have credit ratings from
      S&P at least equal to the Custodian Required Rating Threshold. If at any
      time the Custodian does not have credit ratings from S&P at least equal to
      the Custodian Required Rating Threshold, the Securities Administrator must
      within 60 days obtain a replacement Custodian with credit ratings from S&P
      at least equal to the Custodian Required Rating Threshold.

     

    Initially,
      the Custodian
      for
      Party B is: Securities Administrator.

     

    
      	 	
              (ii)

            	
              Use
                of Posted Collateral.
                The provisions of Paragraph 6(c) will not apply to Party B or its
                Custodian; provided, however, that if Party A delivers Posted Collateral
                in book-entry form, then Paragraph 6(c)(ii) will apply to Party B
                and its
                Custodian, and Party B and its Custodian shall have the rights specified
                in Paragraph 6(c)(ii). 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (h)

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	 	
              (i)

            	
              Interest
                Rate.
                The “Interest
                Rate”
                will be the actual interest rate earned on Posted Collateral in the
                form
                of Cash that is held by Party B or its Custodian. Posted Collateral
                in the
                form of Cash shall be invested in such overnight (or redeemable within
                two
                Local Business Days of demand) Permitted Investments rated at least
                (x)
                AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                directed by Party A (unless (x) an Event of Default or an Additional
                Termination Event has occurred with respect to which Party A is the
                defaulting or sole Affected Party or (y) an Early Termination Date
                has
                been designated, in which case such Posted Collateral shall be held
                uninvested). Gains and losses incurred in respect of any investment
                of
                Posted Collateral in the form of Cash in Permitted Investments as
                directed
                by Party A shall be for the account of Party
                A.

            


    

     

    
      	 	
              (ii)

            	
              Transfer
                of Interest Amount.
                The Transfer of the Interest Amount will be made on the second Local
                Business Day following the end of each calendar month and on any
                other
                Local Business Day on which Posted Collateral in the form of Cash
                is
                Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                however,
                that the obligation of Party B to Transfer any Interest Amount to
                Party A
                shall be limited to the extent that Party B has earned and received
                such
                funds and such funds are available to Party B. The last sentence
                of
                Paragraph 6(d)(ii) is hereby amended by adding the words “actually
                received by Party B but” after the words “Interest Amount or portion
                thereof”.

            


    

     

    
      	 	
              (iii)

            	
              Alternative
                to Interest Amount.
                The provisions of Paragraph 6(d)(ii) (as amended herein) will
                apply.

            


    

     

    
      	 	
              (iv)

            	
              Distributions.
                Paragraph 6(d)(i) shall be deleted in its entirety and replaced with
                the
                following:

            


    

     

    “Distributions.
      Subject to Paragraph 4(a), if Party B receives Distributions on a Local Business
      Day, it will Transfer to Party A not later than the following Local Business
      Day
      any Distributions it receives to the extent that a Delivery Amount would not
      be
      created or increased by that Transfer, as calculated by the Valuation Agent
      (and
      the date of calculation will be deemed to be a Valuation Date for this
      purpose).”

     

    
      	
              (i)

            	
              Additional
                Representation(s).
                There are no additional representations by either
                party.

            


    

     

    
      	
              (j)

            	
              Other
                Eligible Support and Other Posted Support.

            


    

     

    
      	 	
              (i)

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable. 

            


    

     

    
      	 	
              (ii)

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	
              (k)

            	
              Demands
                and Notices.All
                demands, specifications and notices under this Annex will be made
                pursuant
                to the Notices Section of this Agreement, except that any demand,
                specification or notice shall be given to or made at the following
                addresses, or at such other address as the relevant party may from
                time to
                time designate by giving notice (in accordance with the terms of
                this
                paragraph) to the other party:

            


    

     

    If
      to
      Party A: at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B: at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B’s Custodian: at the address specified pursuant to the Notices Section of
      this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (l)

            	
              Address
                for Transfers.
                Each Transfer hereunder shall be made to the address specified below
                or to
                an address specified in writing from time to time by the party to
                which
                such Transfer will be made.

            


    

     

    Party
      A
      account details for holding collateral

     

    The
      Bank
      of New York

    ABA
      #
      021000018 

    Account
      #
      8900603658 

    for
      further credit: MortgageIT MHL 2007-2, Swap Collateral Account #
      53170302

    Account
      Number: 3970771416

    Account
      Name: Corporate Trust Clearing

    


    Party
      B
      account details for holding collateral

     

    Wells
      Fargo Bank, N.A. 

    ABA
      #
      121000248

    Account
      Name: Corporate Trust Clearing

    Account
      #
      3970771416

    FFC
      to:
      MortgageIT MHL 2007-2, Swap Collateral Account # 53170302

    


    
      	
              (m)

            	
              Other
                Provisions.

            


    

     

    
      	 	
              (i)

            	
              Collateral
                Account.
                Party B shall open and maintain a segregated account, and hold, record
                and
                identify all Posted Collateral in such segregated
                account.

            


    

     

    
      	 	
              (ii)

            	
              Agreement
                as to Single Secured Party and Single Pledgor.
                Party A and Party B hereby agree that, notwithstanding anything to
                the
                contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                means only Party B, (b) the term “Pledgor” as used in this Annex means
                only Party A, (c) only Party A makes the pledge and grant in Paragraph
                2,
                the acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	 	
              (iii)

            	
              Calculation
                of Value.
                Paragraph 4(c) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “S&P Value, Moody’s Value, DBRS Value”.
                Paragraph 4(d)(ii) is hereby amended by (A) deleting the words “a Value”
                and inserting in lieu thereof “an S&P Value, a Moody’s Value, and a
                DBRS Value” and (B) deleting the words “the Value” and inserting in lieu
                thereof “S&P Value, Moody’s Value, and DBRS Value”. Paragraph 5 (flush
                language) is hereby amended by deleting the word “Value” and inserting in
                lieu thereof “S&P Value, Moody’s Value, or DBRS Value”. Paragraph 5(i)
                (flush language) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “S&P Value, Moody’s Value, and DBRS Value”.
                Paragraph 5(i)(C) is hereby amended by deleting the word “the Value, if”
                and inserting in lieu thereof “any one or more of the S&P Value,
                Moody’s Value, or DBRS Value, as may be”. Paragraph 5(ii) is hereby
                amended by (1) deleting the first instance of the words “the Value” and
                inserting in lieu thereof “any one or more of the S&P Value, Moody’s
                Value, or DBRS Value” and (2) deleting the second instance of the words
                “the Value” and inserting in lieu thereof “such disputed S&P Value,
                Moody’s Value, or DBRS Value”. Each of Paragraph 8(b)(iv)(B) and Paragraph
                11(a) is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “least of the S&P Value, Moody’s Value, and DBRS Value”.
                

            


    

     

    
      	 	
              (iv)

            	
              Form
                of Annex. Party
                A and Party B hereby agree that the text of Paragraphs 1 through
                12,
                inclusive, of this Annex is intended to be the printed form of ISDA
                Credit
                Support Annex (Bilateral Form - ISDA Agreements Subject to New York
                Law
                Only version) as published and copyrighted in 1994 by the International
                Swaps and Derivatives Association,
                Inc.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (v)

            	
              Events
                of Default.
                Paragraph 7 will not apply to cause any Event of Default to exist
                with
                respect to Party B except that Paragraph 7(i) will apply to Party
                B solely
                in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                Support Annex. Notwithstanding anything to the contrary in Paragraph
                7,
                any failure by Party A to comply with or perform any obligation to
                be
                complied with or performed by Party A under the Credit Support Annex
                shall
                only be an Event of Default if (A) a Moody’s Second Trigger Downgrade
                Event has occurred and is continuing and at least 30 Local Business
                Days
                have elapsed since such Moody’s Second Trigger Downgrade Event first
                occurred or (B) a DBRS Required Ratings Downgrade Event has occurred
                and
                is continuing and at least 30 calendar days have elapsed since such
                DBRS
                Required Ratings Downgrade Event first
                occurred.

            


    

     

    
      	 	
              (vi)

            	
              Expenses.
                Notwithstanding anything to the contrary in Paragraph 10, the Pledgor
                will
                be responsible for, and will reimburse the Secured Party for, all
                transfer
                and other taxes and other costs involved in maintenance and any Transfer
                of Eligible Collateral.

            


    

     

    
      	 	
              (vii)

            	
              Withholding.
                Paragraph 6(d)(ii) is hereby amended by inserting immediately after
“the
                Interest Amount” in the fourth line thereof the words “less any applicable
                withholding taxes.”

            


    

     

    
      	
            	(viii)	
              Additional
                Definitions.
                As used in this Annex:

            


    

     

    “Custodian
      Required Rating Threshold”
      means,
      with respect to an entity, a short-term unsecured and unsubordinated debt rating
      from S&P of “A-1,” or, if such entity does not have a short-term unsecured
      and unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from S&P of
“A+”.

     

    “DBRS
      Approved Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings from DBRS at least equal to the
      DBRS
      Approved Ratings Threshold.

     

    “DBRS
      Credit Support Amount”
      means,
      for any Valuation Date:

     

    
      	 	
              (I)

            	
              (A)
                

            	
              for
                any Valuation Date on which (i) a DBRS Approved Ratings Downgrade
                Event
                has occurred and is continuing and at least 30 calendar days have
                elapsed
                since such DBRS Approved Ratings Downgrade Event first occurred or
                (ii) a
                DBRS Required Ratings Downgrade Event has occurred and is continuing,
                an
                amount equal to the sum of (1) 100.0% of the Secured Party’s Exposure for
                such Valuation Date and (2) the sum, for each Transaction to which
                this
                Annex relates, of the product of (i) the related DBRS Volatility
                Cushion
                for such Transaction, (ii) the Scale Factor, if any, for such Transaction
                or, if no Scale Factor is applicable for such Transaction, one, and
                (iii)
                the Notional Amount of such Transaction for the Calculation Period
                of such
                Transaction (each as defined in the related Confirmation) which includes
                such Valuation Date, or 

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    
      	
            	(II)	
              the
                Threshold for Party A for such Valuation
                Date.

            


    

     

    “DBRS
      Valuation Percentage”
      means,
      for any Valuation Date and each item of Eligible Collateral, the corresponding
      percentage for such Eligible Collateral in the column headed “DBRS Valuation
      Percentage”.

     

    “DBRS
      Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      product of (x) the bid price obtained by the Valuation Agent for such Eligible
      Collateral and (y) the DBRS Valuation Percentage for such Eligible Collateral
      set forth in paragraph 13(b)(ii). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “DBRS
      Volatility Cushion” means,
      for any Transaction, the related percentage set forth in the following table
      for
      DBRS. 

     

    
      	
              The
                higher of the DBRS credit rating of (i) Party A and (ii) the Credit
                Support Provider of Party A, if applicable

            	 	
              Remaining
                Weighted Average Maturity of such Transaction

              up
                to 3 years

            	 	
              Remaining
                Weighted Average Maturity of such Transaction

              up
                to 5 years

            	 	
              Remaining
                Weighted Average Maturity of such Transaction

              Up
                to 10 years

            	 	
              Remaining
                Weighted Average Maturity of such Transaction

              up
                to 30 years

            	 
	
              “A-2”
                or higher

            	 	 	
              2.75

            	
              %

            	 	
              3.25

            	
              %

            	 	
              4.00

            	
              %

            	 	
              4.75

            	
              %

            
	
              “A-3”

            	 	 	
              3.25

            	
              %

            	 	
              4.00

            	
              %

            	 	
              5.00

            	
              %

            	 	
              6.25

            	
              %

            
	
              “BB+”
                or
                lower

            	 	 	
              3.50

            	
              %

            	 	
              4.50

            	
              %

            	 	
              6.75

            	
              %

            	 	
              7.50

            	
              %

            


    

     

    “Exposure”
      has the
      meaning specified in Paragraph 12, except that (1) after the word “Agreement”
the words “(assuming, for this purpose only, that Part 1(f)(i)(A)-(E) of the
      Schedule is deleted)” shall be inserted and (2) at the end of the definition of
      Exposure, the words “with terms that are, in all material respects, no less
      beneficial for Party B than those of this Agreement” shall be added.


     

    “Local
      Business Day”
means,
      for purposes of this Annex: any day on which (A) commercial banks are open
      for
      business (including dealings in foreign exchange and foreign currency deposits)
      in New York and the location of Party A, Party B and any Custodian, and (B)
      in
      relation to a Transfer of Eligible Collateral, any day on which the clearance
      system agreed between the parties for the delivery of Eligible Collateral is
      open for acceptance and execution of settlement instructions (or in the case
      of
      a Transfer of Cash or other Eligible Collateral for which delivery is
      contemplated by other means a day on which commercial banks are open for
      business (including dealings in foreign exchange and foreign deposits) in New
      York and the location of Party A, Party B and any Custodian. 

     

    “Moody’s
      Credit Support Amount”
      means,
      for any Valuation Date:

     

    
      	
            	(A)	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, an amount
                equal to the greater of (x) zero and (y) the sum of the Secured Party’s
                Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                all Transactions and such Valuation Date; 

            


    

     

    
      	 	
              (B)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and a Moody’s Second
                Trigger Downgrade Event has occurred and is continuing and at least
                30
                Local Business Days have elapsed since such Moody’s Second Trigger
                Downgrade Event first occurred, an amount equal to the greatest of
                (x)
                zero, (y) the aggregate amount of the Next Payments for all Next
                Payment
                Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
                of Moody’s Second Trigger Additional Amounts for all Transactions and such
                Valuation Date; or

            


    

     

    
      	
            	(C)	
              if
                the Moody’s Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Moody’s
      First Trigger Additional Amount” means,
      for any Valuation Date and any Transaction, the product of (i) the applicable
      Moody’s First Trigger Factor set forth in Table 1, (ii) the Scale Factor, if
      any, for such Transaction, or, if no Scale Factor is applicable for such
      Transaction, one, and (iii) the Notional Amount for such Transaction for the
      Calculation Period for such Transaction (each as defined in the related
      Confirmation) which includes such Valuation Date.

     

    “Moody’s
      First Trigger Downgrade Event”
      means
      that no Relevant Entity has credit ratings from Moody’s at least equal to the
      Moody’s First Trigger Ratings Threshold.

     

    “Moody’s
      First Trigger Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      bid
      price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
      Valuation Percentage for such Eligible Collateral set forth in Paragraph
      13(b)(ii).

     

    “Moody’s
      Second Trigger Additional Amount”
      means,
      for any Valuation Date and any Transaction, 

     

    
      	 	
              (A)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the product
                of (i)
                the applicable Moody’s Second Trigger Factor set forth in Table 2, (ii)
                the Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount
                for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date;
                or

            


    

     

    
      	 	
              (B)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the product of
                (i) the
                applicable Moody’s Second Trigger Factor set forth in Table 3, (ii) the
                Scale Factor, if any, for such Transaction, or, if no Scale Factor
                is
                applicable for such Transaction, one, and (iii) the Notional Amount for
                such Transaction for the Calculation Period for such Transaction
                (each as
                defined in the related Confirmation) which includes such Valuation
                Date.

            


    

     

    “Moody’s
      Valuation Percentage”
      means,
      with respect to a Valuation Date and each item of Eligible Collateral,


     

    
      	 	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, the
                corresponding percentage for such Eligible Collateral in the column
                headed
                “Moody’s First Trigger Valuation Percentage”, or
                

            


    

     

    
      	 	
              (B)

            	
              if
                a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                and at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, the corresponding percentage
                for
                such Eligible Collateral in the column headed “Moody’s Second Trigger
                Valuation Percentage”.

            


    

     

    “Moody’s
      Value” means,
      on
      any date and with respect to any Eligible Collateral the product of (x) the
      bid
      price obtained by the Valuation Agent and (y) the applicable Moody’s Valuation
      Percentage set forth in Paragraph 13(b)(ii).

     

    “Next
      Payment”
      means,
      in respect of each Next Payment Date, the greater of (i) the aggregate amount
      of
      any payments due to be made by Party A under Section 2(a) on such Next Payment
      Date less the aggregate amount of any payments due to be made by Party B under
      Section 2(a) on such Next Payment Date (any such payments determined based
      on
      rates prevailing the date of determination) and (ii) zero.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Next
      Payment Date”
      means
      each date on which the next scheduled payment under any Transaction is due
      to be
      paid. 

     

    “Pricing
      Sources”
      means
      the sources of financial information commonly known as Bloomberg, Bridge
      Information Services, Data Resources Inc., Interactive Data Services,
      International Securities Market Association, Merrill Lynch Securities Pricing
      Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing, JJ Kenny,
      S&P and Telerate.

     

    “Remaining
      Weighted Average Maturity” means,
      with respect to a Transaction, the expected weighted average maturity for such
      Transaction as determined by the Valuation Agent.

     

    “S&P
      Approved Ratings Downgrade Event”
      means
      that no Relevant Entity has credit ratings from S&P at least equal to the
      S&P Approved Ratings Threshold. 

     

    “S&P
      Credit Support Amount”
      means,
      for any Valuation Date:

     

    
      	 	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the Secured Party’s Exposure;

            


    

     

    
      	 	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is the case
                that an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                125% of
                the Secured Party’s Exposure; or

            


    

     

    
      	
            	(C)	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “S&P
      Valuation Percentage”
      means,
      with respect to a Valuation Date and each item of Eligible Collateral,


     

    
      	 	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that a S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Approved Ratings Valuation Percentage” or


            


    

     

    
      	 	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Required Ratings Valuation
                Percentage”.

            


    

     

    “S&P
      Value”
      means,
      on any date and with respect to any Eligible Collateral, (A) in the case of
      Eligible Collateral other than Cash, the product of (x) the bid price obtained
      by the Valuation Agent for such Eligible Collateral and (y) the applicable
      S&P Valuation Percentage for such Eligible Collateral set forth in paragraph
      13(b)(ii) and (B) in the case of Cash, the amount thereof multiplied by the
      applicable S&P Valuation Percentage.

     

    “Transaction
      Exposure”
      means,
      for any Transaction, Exposure determined as if such Transaction were the only
      Transaction between the Secured Party and the Pledgor.

     

    “Transaction-Specific
      Hedge” means
      any
      Transaction that is (i) an interest rate swap in respect of which (x) the
      notional amount of the interest rate swap is “balance guaranteed” or (y) the
      notional amount of the interest rate swap for any Calculation Period (as defined
      in the related Confirmation) otherwise is not a specific dollar amount that
      is
      fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
      an
      interest rate floor or (iv) an interest rate swaption.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Valuation
      Percentage”
      shall
      mean, for purposes of determining the S&P Value, Moody’s Value, or DBRS
      Value with respect to any Eligible Collateral or Posted Collateral, the
      applicable S&P Valuation Percentage, Moody’s Valuation Percentage, or DBRS
      Valuation Percentage for such Eligible Collateral or Posted Collateral,
      respectively, in each case as set forth in Paragraph 13(b)(ii).

     

    “Value”
      shall
      mean, in respect of any date, the related S&P Value, the related Moody’s
      Value, and the related DBRS Value.


     

    [Remainder
      of this page intentionally left blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      1

     

    Moody’s
      First Trigger Factor

     

    
      	
              Remaining

              Weighted
                Average Life 

              of
                Hedge in Years

            	 	
              Weekly

              Collateral

              Posting

            	 
	
              1
                or less

            	 	 	
              0.25

            	
              %

            
	
              More
                than 1 but not more than 2

            	 	 	
              0.50

            	
              %

            
	
              More
                than 2 but not more than 3

            	 	 	
              0.70

            	
              %

            
	
              More
                than 3 but not more than 4

            	 	 	
              1.00

            	
              %

            
	
              More
                than 4 but not more than 5

            	 	 	
              1.20

            	
              %

            
	
              More
                than 5 but not more than 6

            	 	 	
              1.40

            	
              %

            
	
              More
                than 6 but not more than 7

            	 	 	
              1.60

            	
              %

            
	
              More
                than 7 but not more than 8

            	 	 	
              1.80

            	
              %

            
	
              More
                than 8 but not more than 9

            	 	 	
              2.00

            	
              %

            
	
              More
                than 9 but not more than 10

            	 	 	
              2.20

            	
              %

            
	
              More
                than 10 but not more than 11

            	 	 	
              2.30

            	
              %

            
	
              More
                than 11 but not more than 12

            	 	 	
              2.50

            	
              %

            
	
              More
                than 12 but not more than 13

            	 	 	
              2.70

            	
              %

            
	
              More
                than 13 but not more than 14

            	 	 	
              2.80

            	
              %

            
	
              More
                than 14 but not more than 15

            	 	 	
              3.00

            	
              %

            
	
              More
                than 15 but not more than 16

            	 	 	
              3.20

            	
              %

            
	
              More
                than 16 but not more than 17

            	 	 	
              3.30

            	
              %

            
	
              More
                than 17 but not more than 18

            	 	 	
              3.50

            	
              %

            
	
              More
                than 18 but not more than 19

            	 	 	
              3.60

            	
              %

            
	
              More
                than 19 but not more than 20

            	 	 	
              3.70

            	
              %

            
	
              More
                than 20 but not more than 21

            	 	 	
              3.90

            	
              %

            
	
              More
                than 21 but not more than 22

            	 	 	
              4.00

            	
              %

            
	
              More
                than 22 but not more than 23

            	 	 	
              4.00

            	
              %

            
	
              More
                than 23 but not more than 24

            	 	 	
              4.00

            	
              %

            
	
              More
                than 24 but not more than 25

            	 	 	
              4.00

            	
              %

            
	
              More
                than 25 but not more than 26

            	 	 	
              4.00

            	
              %

            
	
              More
                than 26 but not more than 27

            	 	 	
              4.00

            	
              %

            
	
              More
                than 27 but not more than 28

            	 	 	
              4.00

            	
              %

            
	
              More
                than 28 but not more than 29

            	 	 	
              4.00

            	
              %

            
	
              More
                than 29

            	 	 	
              4.00

            	
              %

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    Table
      2

     

    Moody’s
      Second Trigger Factor for Interest Rate Swaps with Fixed Notional
      Amounts

     

    
      	
              Remaining

              Weighted
                Average Life 

              of
                Hedge in Years

            	 	
              Weekly

              Collateral
                

              Posting

            	 
	
              1
                or less

            	 	 	
              0.60

            	
              %

            
	
              More
                than 1 but not more than 2

            	 	 	
              1.20

            	
              %

            
	
              More
                than 2 but not more than 3

            	 	 	
              1.70

            	
              %

            
	
              More
                than 3 but not more than 4

            	 	 	
              2.30

            	
              %

            
	
              More
                than 4 but not more than 5

            	 	 	
              2.80

            	
              %

            
	
              More
                than 5 but not more than 6

            	 	 	
              3.30

            	
              %

            
	
              More
                than 6 but not more than 7

            	 	 	
              3.80

            	
              %

            
	
              More
                than 7 but not more than 8

            	 	 	
              4.30

            	
              %

            
	
              More
                than 8 but not more than 9

            	 	 	
              4.80

            	
              %

            
	
              More
                than 9 but not more than 10

            	 	 	
              5.30

            	
              %

            
	
              More
                than 10 but not more than 11

            	 	 	
              5.60

            	
              %

            
	
              More
                than 11 but not more than 12

            	 	 	
              6.00

            	
              %

            
	
              More
                than 12 but not more than 13

            	 	 	
              6.40

            	
              %

            
	
              More
                than 13 but not more than 14

            	 	 	
              6.80

            	
              %

            
	
              More
                than 14 but not more than 15

            	 	 	
              7.20

            	
              %

            
	
              More
                than 15 but not more than 16

            	 	 	
              7.60

            	
              %

            
	
              More
                than 16 but not more than 17

            	 	 	
              7.90

            	
              %

            
	
              More
                than 17 but not more than 18

            	 	 	
              8.30

            	
              %

            
	
              More
                than 18 but not more than 19

            	 	 	
              8.60

            	
              %

            
	
              More
                than 19 but not more than 20

            	 	 	
              9.00

            	
              %

            
	
              More
                than 20 but not more than 21

            	 	 	
              9.00

            	
              %

            
	
              More
                than 21 but not more than 22

            	 	 	
              9.00

            	
              %

            
	
              More
                than 22 but not more than 23

            	 	 	
              9.00

            	
              %

            
	
              More
                than 23 but not more than 24

            	 	 	
              9.00

            	
              %

            
	
              More
                than 24 but not more than 25

            	 	 	
              9.00

            	
              %

            
	
              More
                than 25 but not more than 26

            	 	 	
              9.00

            	
              %

            
	
              More
                than 26 but not more than 27

            	 	 	
              9.00

            	
              %

            
	
              More
                than 27 but not more than 28

            	 	 	
              9.00

            	
              %

            
	
              More
                than 28 but not more than 29

            	 	 	
              9.00

            	
              %

            
	
              More
                than 29

            	 	 	
              9.00

            	
              %

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      3

     

    Moody’s
      Second Trigger Factor for Transaction-Specific Hedges

     

    
      	
              Remaining

              Weighted
                Average Life 

              of
                Hedge in Years

            	 	
              Weekly

              Collateral

              Posting

            	 
	
              1
                or less

            	 	 	
              0.75

            	
              %

            
	
              More
                than 1 but not more than 2

            	 	 	
              1.50

            	
              %

            
	
              More
                than 2 but not more than 3

            	 	 	
              2.20

            	
              %

            
	
              More
                than 3 but not more than 4

            	 	 	
              2.90

            	
              %

            
	
              More
                than 4 but not more than 5

            	 	 	
              3.60

            	
              %

            
	
              More
                than 5 but not more than 6

            	 	 	
              4.20

            	
              %

            
	
              More
                than 6 but not more than 7

            	 	 	
              4.80

            	
              %

            
	
              More
                than 7 but not more than 8

            	 	 	
              5.40

            	
              %

            
	
              More
                than 8 but not more than 9

            	 	 	
              6.00

            	
              %

            
	
              More
                than 9 but not more than 10

            	 	 	
              6.60

            	
              %

            
	
              More
                than 10 but not more than 11

            	 	 	
              7.00

            	
              %

            
	
              More
                than 11 but not more than 12

            	 	 	
              7.50

            	
              %

            
	
              More
                than 12 but not more than 13

            	 	 	
              8.00

            	
              %

            
	
              More
                than 13 but not more than 14

            	 	 	
              8.50

            	
              %

            
	
              More
                than 14 but not more than 15

            	 	 	
              9.00

            	
              %

            
	
              More
                than 15 but not more than 16

            	 	 	
              9.50

            	
              %

            
	
              More
                than 16 but not more than 17

            	 	 	
              9.90

            	
              %

            
	
              More
                than 17 but not more than 18

            	 	 	
              10.40

            	
              %

            
	
              More
                than 18 but not more than 19

            	 	 	
              10.80

            	
              %

            
	
              More
                than 19 but not more than 20

            	 	 	
              11.00

            	
              %

            
	
              More
                than 20 but not more than 21

            	 	 	
              11.00

            	
              %

            
	
              More
                than 21 but not more than 22

            	 	 	
              11.00

            	
              %

            
	
              More
                than 22 but not more than 23

            	 	 	
              11.00

            	
              %

            
	
              More
                than 23 but not more than 24

            	 	 	
              11.00

            	
              %

            
	
              More
                than 24 but not more than 25

            	 	 	
              11.00

            	
              %

            
	
              More
                than 25 but not more than 26

            	 	 	
              11.00

            	
              %

            
	
              More
                than 26 but not more than 27

            	 	 	
              11.00

            	
              %

            
	
              More
                than 27 but not more than 28

            	 	 	
              11.00

            	
              %

            
	
              More
                than 28 but not more than 29

            	 	 	
              11.00

            	
              %

            
	
              More
                than 29

            	 	 	
              11.00

            	
              %

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
      representatives as of the date of the Agreement.

     

    
      	
              DEUTSCHE
                BANK AG, NEW YORK BRANCH

            	 	
              HSBC
                BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS THE
                SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL
                INTEREST
                TRUST WITH RESPECT TO THE MORTGAGEIT SECURITIES CORP. MORTGAGE LOAN
                TRUST,
                SERIES 2007-2, MORTGAGE PASS-THROUGH CERTIFICATES 

            
	 	
               

               

            	 	 	 
	By:	
            	 	By: 	
              /s/
                Elena Zheng 

            
	 	
              

            	 	 	
              

            
	 	
              Name
Title:

              Date:

            	 	 	
              Name:
                Elena Zheng

              Title:
                Assistant Vice President 

              Date:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      J

     

    ASSIGNMENT
      AGREEMENT AND SERVICING AGREEMENT

     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

     

    This
      Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
      and entered into as of August 30, 2007 (the “Closing Date”), among DB Structured
      Products, Inc., having an address at 60 Wall Street, New York, New York 10005
      (the “Assignor”), MortgageIT Securities Inc., having an address at 33 Maiden
      Lane, New York, New York 10038 (the “Assignee”) and GMAC Mortgage, LLC, having
      an address at 1100 Virginia Drive, Fort Washington, Pennsylvania 19034 (the
      “Company” or the “Servicer”) and acknowledged and agreed to by Wells Fargo Bank,
      N.A., as master servicer (the “Master Servicer”). 

     

    In
      consideration of the mutual promises contained herein, the parties hereto agree
      that the residential mortgage loans listed on Attachment
      1
      annexed
      hereto (the “Assigned Loans”) which are now or in the future serviced by the
      Company for the Assignor and its successors and assigns pursuant to the Amended
      and Restated Servicing Agreement, dated as of January 2, 2007 (the “Servicing
      Agreement”), between the Assignor and the Company, shall
      be sold
      by the Assignor to the Assignee pursuant to the Mortgage Loan Purchase
      Agreement, dated as of August 30, 2007 (the “MLPA”), between the Assignor and
      the Assignee and subject to the terms of this AAR Agreement. The Assignee
      intends to transfer all right, title and interest in and to the Assigned Loans
      and delegate all duties of the Assignee hereunder with respect to the Assigned
      Loans to HSBC Bank USA, National Association, as trustee (the “Trustee”) for the
      holders of MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-2
      Mortgage Pass-Through Certificates (the “Certificateholders”) pursuant to the
      Pooling and Servicing Agreement, dated as of August 1, 2007 (the “Pooling and
      Servicing Agreement”) among the Assignee, as depositor, Wells Fargo Bank,
      National Association, as a servicer, the Master Servicer, the securities
      administrator and the Trustee. Capitalized terms used herein but not defined
      shall have the meanings ascribed to them in the Servicing
      Agreement.

     

    Assignment
      and Assumption

     

    1. Assignor
      hereby grants, transfers and assigns to Assignee all of the right, title and
      interest of Assignor in, to and under the Servicing Agreement as it relates
      to
      the Assigned Loans. Assignor specifically reserves and does not assign to
      Assignee any right, title and interest in, to or under any mortgage loans
      subject to the Servicing Agreement other than the Assigned Loans set forth
      on
Attachment
      1,
      the
      right
      to transfer the servicing for any Charged-Off Loans pursuant to Section 2.15
      of
      the Servicing Agreement, the right to receive indemnification from the Company
      pursuant to Section 8.01(a) of the Servicing Agreement or the obligation to
      indemnify the Company pursuant to Section 8.01(b) of the Servicing
      Agreement.

     

    Representations,
      Warranties and Covenants

     

    2. Assignor
      warrants and represents to Assignee and Company as of the Closing
      Date:

     

    
      	 	
              (a)

            	
              Attached
                hereto as Attachment
                2
                is
                a true and accurate copy of the Servicing Agreement, which Servicing
                Agreement is in full force and effect as of the date hereof and the
                provisions of which have not been waived, amended or modified in
                any
                respect, nor has any notice of termination been given
                thereunder;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Assignor
                is the lawful owner of the Assigned Loans with full right to transfer
                the
                Assigned Loans and any and all of its interests, rights and obligations
                under the Servicing Agreement as they relate to the Assigned Loans,
                free
                and clear from any and all claims and encumbrances; and upon the
                transfer
                of the Assigned Loans to Assignee under the MLPA, Assignee shall
                have good
                title to each and every Assigned Loan, as well as any and all of
                Assignor’s interests, rights and obligations under the Servicing Agreement
                as they relate to the Assigned Loans free and clear of any and all
                liens,
                claims and encumbrances, except the right to transfer the servicing
                for
                any Charged-Off Loans pursuant to Section 2.15 of the Servicing Agreement,
                the right to receive indemnification from the Company pursuant to
                Section
                8.01(a) of the Servicing Agreement or the obligation to indemnify
                the
                Company pursuant to Section 8.01(b) of the Servicing
                Agreement;

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3. Assignee
      warrants and represents to, and covenants with, Assignor and Company as of
      the
      Closing Date:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

            	
              Assignee
                agrees to be bound by all of the terms, covenants and conditions
                of the
                Servicing Agreement with respect to the Assigned Loans, and from
                and after
                the Closing Date with respect to the Assigned Loans, Assignee assumes
                for
                the benefit of each of Assignor and Company all of Assignor’s obligations
                thereunder, other than the right to transfer the servicing for any
                Charged-Off Loans pursuant to Section 2.15 of the Servicing Agreement,
                the
                right to receive indemnification from the Company pursuant to Section
                8.01(a) of the Servicing Agreement or the obligation to indemnify
                the
                Company pursuant to Section 8.01(b) of the Servicing Agreement, but
                solely
                with respect to such Assigned
                Loans.

            


    

     

    4. Company
      warrants and represents to, and covenants with, Assignor and Assignee as of
      the
      Closing Date:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              Attached
                hereto as Attachment
                2
                is
                a true and accurate copy of the Servicing Agreement, which Agreement
                is in
                full force and effect as of the Closing Date and the provisions of
                which
                have not been waived, amended or modified in any respect, nor has
                any
                notice of termination been given
                thereunder;

            


    

     

    
      	 	
              (b)

            	
              Company
                is duly organized, validly existing and in good standing under the
                laws of
                the jurisdiction of its formation, and has all requisite power and
                authority to service the Assigned Loans and otherwise to perform
                its
                obligations under the Servicing
                Agreement;

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

            	
              No
                event has occurred as of Closing Date which would render the
                representations and warranties made by Company in Article X of the
                Servicing Agreement, including any representations and warranties
                referenced thereunder, to be untrue in any material
                respect;

            


    

     

    
      	 	
              (f)

            	
              From
                and after the Closing Date with respect to the Assigned Loans, the
                Company
                shall service the Assigned Loans in accordance with the terms and
                provisions of the Servicing Agreement, and the Company shall establish
                a
                Custodial Account and an Escrow Account under the Servicing Agreement
                with
                respect to the Assigned Loans separate from the Custodial Account
                and
                Escrow Account previously established under the Servicing Agreement
                in
                favor of Assignor, and shall remit collections received to such accounts.
                The Custodial Account and Escrow Account shall be entitled “GMAC Mortgage,
                LLC, as servicer in trust for MortgageIT Securities Corp. Mortgage
                Loan
                Trust, Series 2007-2”; and

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              Company
                shall furnish, on a monthly basis, in accordance with the Fair Credit
                Reporting Act and its implementing regulations, accurate and complete
                borrower credit files to Equifax, Experian and the TransUnion Credit
                Information Company with respect to each Assigned Loan serviced by
                the
                Company subject to this AAR
                Agreement.

            


    

     

    5. Company
      hereby acknowledges that Wells Fargo Bank, N.A. has been appointed as the Master
      Servicer for the Assigned Loans pursuant to the Pooling and Servicing Agreement.
      Company shall deliver any reports, certificates and other information required
      to be delivered under the Servicing Agreement, as modified by this AAR
      Agreement, to:

     

    Wells
      Fargo Bank, National Association

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      MHL 2007-2

    Telecopier
      No.: (410) 715-2380

     

    Recognition
      of Assignee

     

    6. From
      and
      after the Closing Date with respect to the Assigned Loans, Company shall
      recognize Assignee as owner of the Assigned Loans, and the Company acknowledges
      that the Assigned Loans will be part of a REMIC, and will service the Assigned
      Loans in accordance with the Servicing Agreement, as modified by this AAR
      Agreement, but in no event in a manner that would (i) cause any REMIC to fail
      to
      qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC
      (including but not limited to the tax on prohibited transactions as defined
      in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth
      in Section 860G(d) of the Code). It is the intention of Assignor, Company and
      Assignee that this AAR Agreement shall be binding upon and for the benefit
      of
      the respective successors and assigns of the parties hereto. Neither Company
      nor
      Assignor shall amend or agree to amend, modify, waive, or otherwise alter any
      of
      the terms or provisions of the Servicing Agreement which amendment,
      modification, waiver or other alteration would in any way affect the Assigned
      Loans without the prior written consent of the Trustee and the Master Servicer
      and, with respect to the servicing of the Assigned Loans, the Master Servicer.
      Pursuant to the Pooling and Servicing Agreement, the Assignee will assign all
      of
      its rights and delegate all of its duties under this AAR Agreement to the
      Trustee for the benefit of the Certificateholders.

     

    In
      addition, Company hereby acknowledges that the Assigned Loans will be subject
      to
      the terms and conditions of the Pooling and Servicing Agreement pursuant to
      which the Master Servicer is required to monitor the performance by Company
      of
      its servicing obligations under the Servicing Agreement, as modified by this
      AAR
      Agreement, and has the right to enforce the obligations of Company under the
      Servicing Agreement, as modified by this AAR Agreement, with respect to the
      servicing of the Assigned Loans. Such right will include, without limitation,
      the right to terminate Company under the Servicing Agreement as provided
      therein, the right to receive all remittances required to be made by Company
      under the Servicing Agreement, the right to receive all monthly reports and
      other data required to be delivered by Company under the Servicing Agreement,
      the right to examine the books and records of Company, indemnification rights,
      and the right to exercise certain rights of consent and approval relating to
      actions taken by Company. In connection therewith, the Company hereby agrees
      to
      make all remittances required under the Servicing Agreement with respect to
      the
      Assigned Loans to the Master Servicer in accordance with the following wire
      transfer instructions:

     

    Wells
      Fargo Bank, N.A.

    ABA
      #:
      121000248

    Account
      Name: SAS Clearing

    Account
      #: 3970771416

    For
      Further Credit to: 53170300

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Modification
      of the Servicing Agreement

     

    7. Company
      and Assignor hereby amend the Servicing Agreement with respect to the Assigned
      Loans as follows:

     

    (a) The
      recitals to the Servicing Agreement are hereby modified by inserting the phrase
      “until the related Securitization Servicing Transfer Date” immediately following
      the phrase “subject to this Agreement” in the fourth “Whereas” clause
      therein.

     

    (b) The
      following definitions are added to Section 1.01 of the Servicing
      Agreement:

     

    Cut-off
      Date:
      August
      1, 2007.

     

    Final
      Recovery Determination:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property repurchased by the Servicer pursuant to this
      Agreement), a determination made by the Servicer that all Insurance Proceeds,
      Liquidation Proceeds and other payments or recoveries which the Servicer, in
      its
      reasonable good faith judgment, expects to be finally recoverable in respect
      thereof have been so recovered. The Servicer shall maintain records, prepared
      by
      a servicing officer of the Servicer, of each Final Recovery
      Determination.

     

    Minimum
      Servicing Requirements:
      With
      respect to a successor to GMACM appointed pursuant to
      Section 2.24:

     

    (i) the
      proposed successor Servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed successor
      Servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by Moody’s;
      and

     

    (ii) the
      proposed successor Servicer has a net worth of at least
      $25,000,000.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Monthly
      Advance:
      The
      aggregate of the advances made by the Servicer on any Remittance Date pursuant
      to Section 3.02 of the Servicing Agreement.

     

    Nonrecoverable
      Monthly Advance:
      Any
      Monthly Advance previously made or proposed to be made in respect of a Mortgage
      Loan or REO Property that, in the good faith business judgment of the Servicer,
      will not, or, in the case of a proposed Monthly Advance, would not be,
      ultimately recoverable from related late payments, Insurance Proceeds or
      Liquidation Proceeds on such Mortgage Loan or REO Property as provided
      herein.

     

    Owner: 
      Shall
      mean the Depositor or the Trustee, on behalf of the Trust, as its
      designee.

     

    Pooling
      and Servicing Agreement:
      The
      Pooling and Servicing Agreement, dated as of August 1, 2007, among the
      Depositor, Wells Fargo Bank, National Association as a servicer, the Master
      Servicer, the Securities Administrator and the Trustee.

     

    Purchaser:
      Shall
      mean MortgageIT Securities Corp.

     

    Report
      Remittance Date:
      Shall
      have the meaning assigned thereto in Section 5.01 of this
      Agreement.

     

    Securities
      Administrator:
      Wells
      Fargo Bank, N.A., or any successor thereto. 

     

    Securitization
      Servicing Transfer Date:
      September 1, 2007 or such other date as servicing of the Mortgage Loans is
      transferred to a successor servicer.

     

    Servicing
      Fee Rate:
      A rate
      of 0.25% per annum.

     

    Servicing
      Transfer Costs:
      All
      reasonable out-of-pocket or third party costs and expenses incurred by the
      Master Servicer in connection with the transfer of servicing from Servicer,
      including, without limitation, any reasonable out-of-pocket or third party
      costs
      or expenses associated with the complete transfer of all servicing data and
      the
      completion, correction or manipulation of such servicing data as may be required
      by the Master Servicer (or any successor to the Servicer appointed pursuant
      to
      Section 6.02) to correct any errors or insufficiencies in the servicing data
      or
      otherwise to enable the Master Servicer (or any successor to the Servicer
      appointed pursuant to Section 6.02) to service the Mortgage Loans properly
      and
      effectively.

     

    Trust:
      MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-2, the trust
      created by the Pooling Agreement, dated August 1, 2007, among Assignee,
      as depositor, Wells Fargo Bank, National Association, as a servicer, the Master
      Servicer, the securities administrator and the Trustee. 

     

    Trustee:
      HSBC
      Bank USA, National Association, or any successor thereto.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c) The
      definition of “Business Day” in Section 1.01 of the Servicing Agreement is
      hereby amended by inserting the phrase “Texas, Maryland and Minnesota”
immediately following the word “Connecticut”.

     

    (d) The
      definition of “Depositor” in Section 1.01 of the Servicing Agreement is hereby
      deleted in its entirety and replaced with the following:

     

    Depositor:
      MortgageIT Securities Corp.

     

    (e) The
      definition of “Determination Date” in Section 1.01 of the Servicing Agreement is
      hereby deleted in its entirety and replaced with the following:

     

    Determination
      Date:
      With
      respect to each Remittance Date, the fifteenth (15th)
      day of
      the calendar month in which such Remittance Date occurs or, if such fifteenth
      (15th)
      day is
      not a Business Day, the Business Day immediately following such fifteenth
      (15th)
      day.

     

    (f) The
      definition of “Due Period” in Section 1.01 of the Servicing Agreement is hereby
      deleted in its entirety and replaced with the following:

     

    Due
      Period:
      With
      respect to each Remittance Date, the period commencing on the second day of
      the
      month preceding the month of the Remittance Date and ending on the first day
      of
      the month of the Remittance Date.

     

    (g) The
      definition of “Master Servicer” in Section 1.01 of the Servicing Agreement is
      hereby deleted in its entirety and replaced with the following:

     

    Master
      Servicer:
      Wells
      Fargo Bank, N.A., or any successor thereto.

     

    (h) The
      definition of “Principal Prepayment Period” in Section 1.01 of the Servicing
      Agreement is hereby deleted in its entirety and replaced with the
      following:

     

    Principal
      Prepayment Period:
      With
      respect to each Remittance Date, the period beginning with the 16th
      day of
      the calendar month preceding the month in which such Remittance Date occurs
      and
      ending on the 15th
      day of
      the calendar month in which such Remittance Date occurs.

     

    (i) The
      definition of “Remittance Date” in Section 1.01 of the Servicing Agreement is
      hereby deleted in its entirety and replaced with the following:

     

    Remittance
      Date:
      The
      eighteenth (18th) day of each month, or if such eighteenth (18th) day is not
      a
      Business Day, the first Business Day immediately preceding such eighteenth
      (18th) day.

     

    (j) The
      definition of “Servicing Transfer Date” in Section 1.01 of the Servicing
      Agreement is hereby deleted in its entirety. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (k) Section
      2.01 of the Servicing Agreement is modified by deleting the words “unless the
      Servicer has obtained the prior written consent of the Owner,” from the fourth
      paragraph thereof.  

     

    (l) Section
      2.02 of the Servicing Agreement is modified by deleting the fourth paragraph
      of
      such section and replacing it with the following:

     

    “The
      Servicer acknowledges and agrees that it shall take and initiate any legal
      actions with respect to any Mortgage Loans and REO Properties, including,
      without limitation, any foreclosure actions, acceptance of deeds-in-lieu of
      foreclosure, and any collection actions with respect to any Mortgage Loans
      or
      REO Properties on behalf of and in the name of the Trustee for the benefit
      of
      the related trust established pursuant to the Pooling and Servicing Agreement.
      Owner agrees to reimburse Servicer for any costs or expenses associated with
      assigning Mortgage Loans to Servicer or MERS as the case may be.”

     

    (m) Section
      2.04 of the Servicing Agreement is modified by deleting the word “and” after
      clause (vii) and adding the following clauses:

     

    “(ix)
      with respect to each Principal Prepayment in full received during the portion
      of
      the Principal Prepayment Period occurring from the 16th day of the calendar
      month preceding the month in which the related Remittance Date occurs through
      and including the last day of the calendar month preceding the month in which
      the related Remittance Date occurs, an amount (“Prepayment Interest Shortfall”)
      (to be paid by the Servicer out of its own funds without reimbursement therefor)
      which, when added to all amounts allocable to interest received in connection
      with such Principal Prepayment in full, equals one month’s interest on the
      amount of principal so prepaid at the Mortgage Loan Remittance Rate, provided,
      however, that in no event shall the aggregate of deposits made by the Servicer
      exceed the aggregate amount of the Servicer’s Servicing Fee in the calendar
      month in which such deposits are required; and

     

    (x)
      all
      Monthly Advances required to be made by the Servicer pursuant to
      Section 3.02.

     

    (n) Section
      2.05 of the Servicing Agreement is modified by deleting the word “and” after
      clause (viii), changing clause (ix) to clause (xiii) and adding the following
      as
      clauses (ix), (x), (xi) and (xii):

     

    (ix)
      to
      reimburse itself for Monthly Advances, the Servicer’s right to reimburse itself
      pursuant to this clause (ix) being limited to amounts received on the related
      Mortgage Loan which represent late collections (net of the related Servicing
      Fees), Liquidation Proceeds or Insurance Proceeds with respect to such Mortgage
      Loan, respecting which any such advance was made it being understood that,
      in
      the case of such reimbursement, the Servicer’s right thereto shall be prior to
      the rights of Purchaser;

     

    (x)
      to
      reimburse the Servicer for any Monthly Advance previously made which the
      Servicer has determined to be a Nonrecoverable Monthly Advance;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (xi)
      to
      pay to itself, to the extent set forth in Section 4.03, with respect to each
      Principal Prepayment in full received during the portion of the related
      Prepayment Period occurring from the 1st day of the calendar month in which
      the
      related Remittance Date occurs through and including the last day of the related
      Prepayment Period, an amount (“Prepayment Interest Excess”) equal to interest
      (to the extent received) at the applicable Mortgage Loan Remittance Rate on
      the
      amount of such Principal Prepayment for the number of days commencing on the
      1st
      day of the calendar month in which such Remittance Date occurs and ending on
      the
      date on which such prepayment is so applied;

     

    (xii)
      to
      reimburse itself to the extent set forth in Sections 4.08(a) and (b);
      and

     

    (o) Section
      2.05 of the Servicing Agreement is modified by replacing the paragraph at the
      end of such Section with the following:

     

    “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
      Custodial Account pursuant to such clauses (ii) - (xii) above. The Servicer
      shall provide written notification in the form of an Officers’ Certificate to
      the Purchaser, on or prior to the next succeeding Remittance Date, upon making
      any withdrawals from the Custodial Account pursuant to clause (v) and (x)
      above.”

     

    (p) The
      following shall be added as Section 2.23 of the Servicing
      Agreement:

     

    “Notwithstanding
      anything in this Agreement to the contrary, the Servicer (a) shall not permit
      any modification with respect to any Mortgage Loan that would change the
      Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default
      with respect to the Mortgage Loan or such default is, in the judgment of the
      Servicer, reasonably foreseeable) make or permit any modification, waiver or
      amendment of any term of any Mortgage Loan that would both (i) effect an
      exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
      (or
      Treasury regulations promulgated thereunder) or (ii) cause the trust fund to
      fail to qualify as a REMIC under the Code or the imposition of any tax on
“prohibited transactions” or “contributions” after the startup date under the
      REMIC Provisions.

     

    Prior
      to
      taking any action with respect to the Mortgage Loans which is not contemplated
      under the terms of this Agreement, the Servicer will obtain an Opinion of
      Counsel acceptable to the Trustee with respect to whether such action could
      result in the imposition of a tax upon the REMIC (including but not limited
      to
      the tax on prohibited transactions as defined in Section 860F(a)(2) of the
      Code
      and the tax on contributions to a REMIC set forth in Section 860G(d) of the
      Code) (either such event, an “Adverse REMIC Event”), and the Servicer shall not
      take any such action or cause the trust fund to take any such action as to
      which
      it has been advised that an Adverse REMIC Event could occur.

     

    The
      Servicer shall not permit the creation of any “interests” (within the meaning of
      Section 860G of the Code) in the REMIC. The Servicer shall not enter into any
      arrangement by which the REMIC will receive a fee or other compensation for
      services nor permit the REMIC to receive any income from assets other than
      “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Any
      REO
      Property shall be disposed of by the Servicer before the close of the third
      taxable year following the taxable year in which the Mortgage Loan became an
      REO
      Property, unless the Servicer is otherwise directed by the Assignee or such
      Mortgage Loan is not part of a REMIC.”

     

    (q) The
      following shall be added as Section 2.24 of the Servicing
      Agreement:

     

    “With
      respect to any Mortgage Loan which becomes 90 or more days delinquent after
      the
      Closing Date (calculated based on the OTS method), the Sponsor may, at its
      option, transfer the servicing responsibilities of the Servicer under this
      Agreement with respect to such Mortgage Loan. No such servicing transfer shall
      become effective unless and until a successor to such Servicer shall have been
      appointed to service and administer the related Mortgage Loans pursuant to
      a
      special servicing agreement acceptable to the Depositor, the Master Servicer
      and
      the Trustee. No appointment shall be effective unless (i) such special servicer
      meets the Minimum Servicing Requirements and (ii) all amounts reimbursable
      to
      the related Servicer pursuant to the terms of this Agreement shall have been
      paid to the Servicer by the special servicer including without limitation,
      all
      unreimbursed Monthly Advances and Servicing Advances made by the Servicer
      relating to such Mortgage Loan and all out-of-pocket expenses of the Servicer
      incurred in connection with the transfer of servicing to such special servicer,
      all accrued and unpaid Servicing Fees relating to such Mortgage
      Loan.”

     

    (r) The
      first
      paragraph of Section 3.01 of the Servicing Agreement is hereby deleted in its
      entirety and replaced with the following:

     

    “On
      each
      Remittance Date, the Servicer shall remit by wire transfer of immediately
      available funds to the Owner (A) (i) all amounts credited to the related
      Custodial Account as of the close of business on the preceding Determination
      Date, net of charges against or withdrawals from the related Custodial Account
      pursuant to Section 2.05, plus (ii) all Monthly Advances, if any, which the
      Servicer is obligated to remit pursuant to Section 3.02; minus (B) (x) any
      amounts attributable to Principal Prepayments received after the related
      Principal Prepayment Period and (y) any amounts attributable to Monthly Payments
      collected but due on a Due Date or Dates subsequent to the preceding
      Determination Date.”

     

    (s) Section
      3.02 of the Servicing Agreement is hereby deleted in its entirety and the
      following is substituted in lieu thereof:

     

    Section
      3.02. Monthly
      Advances.

     

    (a) Not
      later
      than the close of business on the Business Day preceding each Remittance Date,
      the Servicer shall deposit in the Custodial Account an amount equal to all
      payments not previously advanced by the Servicer, whether or not deferred
      pursuant to Section 2.01, of principal (due after the Cut-off Date) and interest
      not allocable to the period prior to the Cut-off Date, at the net Mortgage
      Interest Rate (less the Servicing Fee), which were due on a Mortgage Loan and
      delinquent at the close of business on the related Determination
      Date.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b) The
      obligation of the Servicer to make such Monthly Advances is mandatory,
      notwithstanding any other provision of this Agreement, and, with respect to
      any
      Mortgage Loan or REO Property, shall continue until a Final Recovery
      Determination in connection therewith; provided that, notwithstanding anything
      herein to the contrary, no Monthly Advance shall be required to be made
      hereunder by the Servicer if such Monthly Advance would, if made, constitute
      a
      Nonrecoverable Monthly Advance. The determination by the Servicer that it has
      made a Nonrecoverable Monthly Advance or that any proposed Monthly Advance,
      if
      made, would constitute a Nonrecoverable Monthly Advance, shall be evidenced
      by
      an Officers’ Certificate delivered to the Purchaser.

     

    (t) Section
      4.03 of the Servicing Agreement is hereby amended by deleting the last sentence
      of the first paragraph.

     

    (u) Section
      4.03 of the Servicing Agreement is hereby further amended by adding the
      following paragraph at the end thereto:

     

    “The
      Servicer shall also be entitled on each Remittance Date to the aggregate of
      any
      Prepayment Interest Excess collected during the portion of the Principal
      Prepayment Period commencing on the 1st day of the calendar month in which
      such
      Remittance Date occurs and ending on the date on which such prepayment is so
      applied, which Prepayment Interest Excess the Servicer may withdraw from the
      Custodial Account pursuant to Section 2.05; provided, however, any such
      Prepayment Interest Excess to which the Servicer is entitled shall be reduced
      by
      the amount by which the aggregate Prepayment Interest Shortfalls for such
      Principal Prepayment Period exceed the Servicer’s aggregate Servicing Fee
      received with respect to the related Due Period.”

     

    (v) Section
      4.08(a) of the Servicing Agreement is hereby modified by deleting the phrase
      “Owner shall remain responsible, as between Owner and Servicer, for losses” in
      the first sentence therein and replacing such phrase with “the Servicer shall
      have the right to be reimbursed from amounts deposited in the Custodial Account,
      for losses, incurred by the Servicer,”.

     

    (w) Section
      4.08(a) of the Servicing Agreement is hereby further modified by deleting the
      phrase “Owner shall be responsible” in the second sentence therein and replacing
      such sentence with “the Servicer shall have the right to be reimbursed from
      amounts deposited in the Custodial Account”.

     

    (x) Section
      4.08(b) of the Servicing Agreement is hereby modified by deleting the phrase
      “Owner shall reimburse Servicer” in the first line therein and replacing such
      phrase with “The Servicer shall have the right to be reimbursed from amounts
      deposited in the Custodial Account”.

     

    (y) Section
      4.08(b) of the Servicing Agreement is hereby further modified by deleting the
      phrase “will be reimbursed by Owner without approval of Owner” in the second
      line of the second paragraph therein and replacing such phrase with “shall be
      reimbursable from amounts deposited in the Custodial Account”.

     

    
      
        
        

      

      
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    (z) Section
      5.01 of the Servicing Agreement is hereby deleted in its entirety and the
      following paragraphs are substituted in lieu thereof: 

     

    “Not
      later than the fifth (5th)
      Business Day of each month (such date, the “Report Remittance Date”) the
      Servicer shall furnish to the Master Servicer a Monthly Remittance Advice,
      with
      a trial balance report attached thereto, in the form of Exhibit 1 annexed hereto
      in electronic medium mutually acceptable to the Servicer and the Master
      Servicer, as to the preceding remittance and the period ending on the preceding
      Determination Date.

     

    Not
      later
      than two (2) Business Days following the end of each Principal Prepayment
      Period, the Servicer shall deliver to the Master Servicer by electronic mail
      (or
      by such other means as the Servicer and the Master Servicer may agree from
      time
      to time) a prepayment report with respect to the related Remittance Date. Such
      prepayment report shall include (i) such information with respect to the
      prepayment charges as the Master Servicer may reasonably require and (ii)
      information that the term of the last prepayment charge has expired or such
      prepayment charge has been waived.”

     

    (aa) Section
      6.01(a) of the Servicing Agreement is hereby deleted in its entirety and
      replaced with the following:

     

    DB
      Structured Products, Inc. shall have the right to transfer servicing of the
      Mortgage Loans for which it owns the Servicing Rights at any time after the
      date
      hereof to a successor servicer that (i) is qualified to service loans for Fannie
      Mae and Freddie Mac and (ii) meets Minimum Servicing Requirements. The
      appointment of any such successor servicer requires the consent of the Master
      Servicer, which consent shall not be unreasonably withheld, and confirmation
      from the rating agencies that the transfer of servicing will not result in
      a
      downgrade of the rating on any certificate created by the Pooling and Servicing
      Agreement.

     

    (bb) Section
      8.06 of the Servicing Agreement is hereby deleted in its entirety and the
      following paragraphs are substituted in lieu thereof:

     

    Section
      8.06 Merger
      or Consolidation of Servicer.

     

    The
      Servicer shall keep in full effect its existence, rights and franchises as
      a
      limited liability company (or other entity resulting from merger, conversion
      or
      consolidation, to the extent permitted in this Section 8.06), and shall obtain
      and preserve its qualification to do business as a foreign limited liability
      company or such other entity in each jurisdiction in which such qualification
      is
      or shall be necessary to protect the validity and enforceability of this
      Agreement or any of the Mortgage Loans and to perform its duties under this
      Agreement.

     

    Any
      Person into which the Servicer may be merged or consolidated, or any corporation
      or other entity (including without limitation, a limited liability company)
      resulting from any merger, conversion or consolidation to which the Servicer
      shall be a party, or any Person succeeding to substantially all of the business
      of the Servicer (whether or not related to mortgage loan servicing), 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; provided, however, that the successor
      or
      surviving Person shall be an institution (i) having a GAAP net worth of not
      less
      than $25,000,000, (ii) the deposits of which are insured by the FDIC, SAIF
      or
      BIF, or which is a HUD-approved mortgagee whose primary business is in the
      servicing of mortgage loans, (iii) is a Fannie Mae or Freddie Mac approved
      seller/servicer in good standing, and (iv) having a servicer rating from each
      Rating Agency at least as high as the servicer rating of the Servicer as of
      the
      date hereof.

     

    
      
        
        

      

      
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    (cc) The
      following shall be added as Section 13.19 of the Servicing
      Agreement:

     

    Section
      13.19 Third
      Party Beneficiary.
      For
      purposes of this Agreement, any Master Servicer shall be considered a third
      party beneficiary to this Agreement entitled to all the rights and benefits
      accruing to any Master Servicer herein as if it were a direct party to this
      Agreement.

     

    8. Reserved.

     

    9. Indemnification.
      The
      Servicer shall indemnify the Master Servicer, the Assignor, the Assignee, the
      Trustee and their respective officers, directors, employees, agents and
      affiliates (any such person, an “Indemnified Party”), and shall hold each of
      them harmless from and against any claims, losses, damages, penalties, fines,
      forfeitures, legal fees and expenses and related costs, judgments, and any
      other
      costs, fees and expenses that any of them may sustain arising out of or based
      upon (i) any breach by the Servicer of its obligations under Article XIV of
      the
      Servicing Agreement, including particularly any failure by the Servicer, any
      Subservicer or Subcontractor to deliver any information, report, certification,
      accountants’ letter or other material when and as required under Article XIV of
      the Servicing Agreement, including any failure by the Servicer to identify
      pursuant to Section 14.06(b) of the Servicing Agreement any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB; (ii) any material misstatement or omission in any written
      information, written data or materials provided by the Servicer, any Subservicer
      or Subcontractor as required under Article XIV of the Servicing Agreement,
      or
      (iii) the negligence, bad faith or willful misconduct of the Servicer in
      connection therewith. If the indemnification provided for herein is unavailable
      or insufficient to hold harmless any Indemnified Party, then the Servicer agrees
      that it shall contribute to the amount paid or payable by the Indemnified Party
      as a result of the losses, claims, damages or liabilities of the Indemnified
      Party in such proportion as is appropriate to reflect the relative fault of
      the
      Indemnified Party on the one hand and the Servicer in the other in connection
      therewith.

     

    Miscellaneous

     

    10. Notwithstanding
      anything to the contrary herein, the Company’s obligation to deliver any
      reports, certificates or other documents to the Master Servicer, including,
      but
      not limited to, the reports and certificates set forth in Section 7 of this
      AAR
      Agreement, shall survive the termination or expiration of this AAR
      Agreement.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    11. All
      demands, notices and communications related to the Assigned Loans, the Servicing
      Agreement and this AAR Agreement shall be in writing and shall be deemed to
      have
      been duly given if personally delivered at or mailed by registered mail, postage
      prepaid, as follows:

     

    a. In
      the
      case of Company,

     

    GMAC
      Mortgage, LLC

    1100
      Virginia Drive

    Fort
      Washington, Pennsylvania 19034

    Attention:
      Executive Vice President, National Loan Administration

     

    b. In
      the
      case of Assignor,

     

    DB
      Structured Products, Inc.

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention:
      Susan Valenti 

     

    c. In
      the
      case of Assignee,

     

    MortgageIT
      Securities Corp..

    33
      Maiden
      Lane

    New
      York,
      New York 10038

    Attention:
      Andy Occhino

     

    d. In
      the
      case of the Master Servicer,

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Manager - MHL 2007-2

    Telecopier:
      (410) 715-2380

     

    12. The
      Company hereby acknowledges that the Master Servicer has been appointed as
      the
      master servicer of the Assigned Loans pursuant to the Pooling and Servicing
      Agreement and therefor has the right to enforce all obligations of the Company
      under the Servicing Agreement.

     

    13. Each
      party will pay any commissions, fees and expenses, including attorney’s fees, it
      has incurred and the Assignor shall pay the fees of its attorneys and the
      reasonable fees of the attorneys of the Assignee in connection with the
      negotiations for, documenting of and closing of the transactions contemplated
      by
      this AAR Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    14. This
      AAR
      Agreement shall be construed in accordance with the laws of the State of New
      York, without regard to conflicts of law principles (other than Section 5-1401
      of the General Obligations Law), and the obligations, rights and remedies of
      the
      parties hereunder shall be determined in accordance with such laws.

     

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

     

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

     

    17. This
      AAR
      Agreement shall survive the conveyance of the Assigned Loans, the assignment
      of
      the Servicing Agreement to the extent of the Assigned Loans by Assignor to
      Assignee and the termination of the Servicing Agreement.

     

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

     

    19. In
      the
      event that any provision of this AAR Agreement conflicts with any provision
      of
      the Servicing Agreement with respect to the Assigned Loans, the terms of this
      AAR Agreement shall control. 

     

    20. For
      purposes of this AAR Agreement, including, but not limited to Section 7 hereof,
      the Master Servicer shall be considered a third party beneficiary to this AAR
      Agreement entitled to all the rights and benefits accruing to the Master
      Servicer as if it were a direct party to this AAR Agreement.

     

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

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
      the
      day and year first above written.

     

    
      	
              DB
                STRUCTURED PRODUCTS, INC.

              Assignor  

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/
              Ernest
              Calabrese	 	 	 
	 	
              

              Name:
                Ernest Calabrese

              Title:
                Director

            	 	 	
            



      	 	 	 	 	 
	By:	/s/
              Rika Yano
              	 	 	 
	 	
              

              
                Name:
                  Rika Yano

                Title:
                  Vice President

              

            	 	 	
            


    

     

    
      	
              
                MORTGAGEIT
                  SECURITIES CORP.

                Assignee

              

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/
              Doug
              Naidus	 	 	 
	 	
              

              
                Name:
                  Doug Naidus

                Title:
                  President

              

            	 	 	
            


    

     

    
      	 	 	 	 	 
	By:	/s/
              Robert
              Gulz	 	 	 
	 	
              

              
                
                  Name:
                    Robert Gulz

                  Title:
                    Treasurer

                

              

            	 	 	
            


    

     

    
      	
              
                
                  GMAC
                    MORTGAGE, LLC

                  Company

                

              

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/
              Wesley B.
              Howland	 	 	 
	 	
              

              
                
                  Name:
                    Wesley B. Howland

                  Title:
                    Vice President

                

              

            	 	 	
            


    

     

    
      ACKNOWLEDGED
        AND AGREED TO:

       

    

    
      	
              
                
                  
                    WELLS
                      FARGO BANK, N.A. 

                    Master
                      Servicer 

                  

                

              

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/
              Stacey M.
              Taylor	 	 	 
	 	
              

              
                
                  
                    Name:
                      Stacey M. Taylor

                    Title:
                      Vice President

                  

                

              

            	 	 	
            




    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    ATTACHMENT
      1

     

    ASSIGNED
      LOANS

     

    [PROVIDED
      UPON REQUEST]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      2

     

    SERVICING
      AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      

      

    

    AMENDED
      AND RESTATED SERVICING AGREEMENT

    among


    


    DB
      STRUCTURED PRODUCTS, INC.

    Owner

     

    and

     

    GMAC
      MORTGAGE, LLC

     

    Servicer
      

    


    Dated
      as
      of January
      2,
      2007


    


    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    

      
        	 	
                Page

              
	
                ARTICLE
                  I.

              
	 
	
                DEFINITIONS

              
	
                Section
                  1.01 Definitions

              	
                1

              
	 
	
                ARTICLE
                  II.

              
	 
	
                SERVICING

              
	
                Section
                  2.01 Servicer to Act as Servicer

              	
                14

              
	
                Section
                  2.02 Liquidation of Mortgage Loans

              	
                16

              
	
                Section
                  2.03 Collection of Mortgage Loan Payments

              	
                18

              
	
                Section
                  2.04 Establishment of and Deposits to Custodial Account

              	
                18

              
	
                Section
                  2.05 Permitted Withdrawals From Custodial Account

              	
                19

              
	
                Section
                  2.06 Establishment of and Deposits to Escrow Account

              	
                20

              
	
                Section
                  2.07 Permitted Withdrawals From Escrow Account

              	
                21

              
	
                Section
                  2.08 Payment of Taxes, Insurance and Other Charges

              	
                22

              
	
                Section
                  2.09 Protection of Accounts

              	
                23

              
	
                Section
                  2.10 Maintenance of Hazard Insurance

              	
                24

              
	
                Section
                  2.11 Maintenance of Blanket Hazard Insurance Coverage

              	
                25

              
	
                Section
                  2.12 Maintenance of Fidelity Bond and Errors and Omissions
                  Insurance

              	
                26

              
	
                Section
                  2.13 Inspections

              	
                26

              
	
                Section
                  2.14 Restoration of Mortgaged Property

              	
                27

              
	
                Section
                  2.15 Charged-Off Mortgage Loans

              	
                27

              
	
                Section
                  2.16 Title, Management and Disposition of REO Property

              	
                27

              
	
                Section
                  2.17 Permitted Withdrawals with Respect to REO Property

              	
                29

              
	
                Section
                  2.18 Real Estate Owned Reports

              	
                29

              
	
                Section
                  2.19 Liquidation Reports

              	
                29

              
	
                Section
                  2.20 Reports of Foreclosures and Abandonments of Mortgaged
                  Property

              	
                29

              
	
                Section
                  2.21 Notification of Adjustments

              	
                29

              
	
                Section
                  2.22 Maintenance of PMI Policies

              	
                30

              
	 
	
                ARTICLE
                  III.

              
	 
	
                PAYMENTS
                  TO OWNER

              
	
                Section
                  3.01 Remittances

              	
                31

              
	
                Section
                  3.02 Advances by Servicer

              	
                31

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  IV.

              
	 
	
                GENERAL
                  SERVICING PROCEDURES

              
	
                Section
                  4.01 Transfers of Mortgaged Property

              	
                32

              
	
                Section
                  4.02 Satisfaction of Mortgages and Release of Mortgage
                  Files

              	
                33

              
	
                Section
                  4.03 Servicing Compensation

              	
                34

              
	
                Section
                  4.04 Annual Statement as to Compliance

              	
                34

              
	
                Section
                  4.05 Annual Independent Public Accountants’ Servicing
                  Report

              	
                34

              
	
                Section
                  4.06 Right to Examine Servicer Records

              	
                35

              
	
                Section
                  4.07 Compliance with Gramm-Leach-Bliley Act of 1999

              	
                35

              
	
                Section
                  4.08 Losses and Expenses

              	
                35

              
	 
	
                ARTICLE
                  V.

              
	 
	
                SERVICER
                  TO COOPERATE

              
	
                Section
                  5.01 Statements to Owner

              	
                37

              
	
                Section
                  5.02 Financial Statements; Servicing Facilities

              	
                38

              
	 
	
                ARTICLE
                  VI.

              
	 
	
                TERMINATION

              
	
                Section
                  6.01 Termination

              	
                38

              
	
                Section
                  6.02 Transfer Procedures

              	
                40

              
	 
	
                ARTICLE
                  VII.

              
	 
	
                BOOKS
                  AND RECORDS

              
	
                Section
                  7.01 Possession of Servicing Files Prior to the related Transfer
                  Date

              	
                41

              
	 
	
                ARTICLE
                  VIII.

              
	 
	
                INDEMNIFICATION
                  AND ASSIGNMENT

              
	
                Section
                  8.01 Indemnification

              	
                42

              
	
                Section
                  8.02 Limitation on Liability of Servicer and Others

              	
                44

              
	
                Section
                  8.03 Limitation on Assignment and Resignation by Servicer

              	
                45

              
	
                Section
                  8.04 Operation of Indemnities

              	
                46

              
	
                Section
                  8.05 Assignment by Owner

              	
                46

              
	
                Section
                  8.06 Merger or Consolidation of the Servicer

              	
                46

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  IX.

              
	 
	
                REPRESENTATIONS,
                  WARRANTIES AND COVENANTS OF OWNER

              
	
                Section
                  9.01 Organization and Good Standing; Licensing

              	
                47

              
	
                Section
                  9.02 Authorization; Binding Obligations

              	
                47

              
	
                Section
                  9.03 No Consent Required

              	
                47

              
	
                Section
                  9.04 No Violations

              	
                47

              
	
                Section
                  9.05 Litigation

              	
                48

              
	
                Section
                  9.06 Ownership

              	
                48

              
	
                Section
                  9.07 Service Contracts

              	
                48

              
	
                Section
                  9.08 Accuracy

              	
                48

              


      

       

      
        	
                ARTICLE
                  X.

              
	 
	
                REPRESENTATIONS
                  AND WARRANTIES OF SERVICER

              
	
                Section
                  10.01 Due Organization and Authority

              	
                48

              
	
                Section
                  10.02 Ordinary Course of Business

              	
                49

              
	
                Section
                  10.03 No Violation

              	
                49

              
	
                Section
                  10.04 Ability to Service

              	
                49

              
	
                Section
                  10.05 Ability to Perform

              	
                49

              
	
                Section
                  10.06 Litigation

              	
                49

              
	
                Section
                  10.07 No Consent Required

              	
                50

              
	 
	
                ARTICLE
                  XI.

              
	 
	
                DEFAULT

              
	
                Section
                  11.01 Events of Default

              	
                50

              
	
                Section
                  11.02 Waiver of Defaults

              	
                52

              
	 
	
                ARTICLE
                  XII.

              
	 
	
                CLOSING

              
	
                Section
                  12.01 Closing Documents

              	
                52

              
	 
	
                ARTICLE
                  XIII.

              
	 
	
                MISCELLANEOUS
                  PROVISIONS

              
	
                Section
                  13.01 Notices

              	
                52

              
	
                Section
                  13.02 Waivers

              	
                53

              
	
                Section
                  13.03 Entire Agreement; Amendment

              	
                54

              
	
                Section
                  13.04 Execution; Binding Effect

              	
                54

              


      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  13.05 Confidentiality of Information

              	
                54

              
	
                Section
                  13.06 Headings

              	
                55

              
	
                Section
                  13.07 Applicable Law

              	
                55

              
	
                Section
                  13.08 Relationship of Parties

              	
                56

              
	
                Section
                  13.09 Severability of Provisions

              	
                56

              
	
                Section
                  13.10 Recordation of Assignments of Mortgage

              	
                56

              
	
                Section
                  13.11 Exhibits

              	
                56

              
	
                Section
                  13.12 Counterparts

              	
                56

              
	
                Section
                  13.13 No Solicitation

              	
                56

              
	
                Section
                  13.14 Cooperation of Servicer with a Reconstitution

              	
                57

              
	
                Section
                  13.15 Force Majeure

              	
                59

              
	
                Section
                  13.16 WAIVER OF TRIAL BY JURY

              	
                59

              
	
                Section
                  13.17 LIMITATION OF DAMAGES

              	
                59

              
	
                Section
                  13.18 SUBMISSION TO JURISDICTION; WAIVERS

              	
                59

              
	 
	
                ARTICLE
                  XIV.

              
	 
	
                COMPLIANCE
                  WITH REGULATION AB. 

              
	
                Section
                  14.01 Intent of the Parties; Reasonableness

              	
                60

              
	
                Section
                  14.02 Additional Representations and Warranties of the
                  Servicer

              	
                61

              
	
                Section
                  14.03 Information to Be Provided by the Servicer

              	
                62

              
	
                Section
                  14.04 Servicer Compliance Statement

              	
                65

              
	
                Section
                  14.05 Report on Assessment of Compliance and Attestation

              	
                65

              
	
                Section
                  14.06 Use of Subservicers and Subcontractors

              	
                67

              
	
                Section
                  14.07 Indemnification; Remedies

              	
                67

              


      

    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    


    EXHIBITS


    

      
        	
                EXHIBIT
                  1

              	
                FORM
                  OF TRIAL BALANCE

              
	
                EXHIBIT
                  2

              	
                FORM
                  OF CUSTODIAL ACCOUNT CERTIFICATION

              
	
                EXHIBIT
                  3

              	
                FORM
                  OF CUSTODIAL ACCOUNT LETTER AGREEMENT

              
	
                EXHIBIT
                  4

              	
                FORM
                  OF ESCROW ACCOUNT CERTIFICATION

              
	
                EXHIBIT
                  5

              	
                FORM
                  OF ESCROW ACCOUNT LETTER AGREEMENT

              
	
                EXHIBIT
                  6

              	
                MORTGAGE
                  LOAN DOCUMENTS

              
	
                EXHIBIT
                  7

              	
                MORTGAGE
                  LOAN SCHEDULE

              
	
                EXHIBIT
                  8

              	
                TRANSFER
                  INSTRUCTIONS

              
	
                EXHIBIT
                  9A

              	
                ELIGIBILITY
                  CRITERIA FOR ALT A FIRST LIEN MORTGAGE LOANS AND ALT A SECOND LIEN
                  CLOSED-END MORTGAGE LOANS

              
	
                EXHIBIT
                  9B

              	
                ELIGIBILITY
                  CRITERIA FOR SUBPRIME SECOND LIEN MORTGAGE LOANS

              
	
                EXHIBIT
                  10

              	
                FORM
                  OF LIMITED POWER OF ATTORNEY

              
	
                EXHIBIT
                  11 

              	
                FORM
                  OF OPINION OF COUNSEL TO THE SERVICER FOR
                  RECONSTITUTION

              
	
                EXHIBIT
                  12A

              	
                TERM
                  SHEET FOR ALT A FIRST LIEN MORTGAGE LOANS AND ALT A SECOND LIEN
                  CLOSED-END
                  MORTGAGE LOANS

              
	
                EXHIBIT
                  12B

              	
                TERM
                  SHEET FOR SUBPRIME SECOND LIEN MORTGAGE LOANS

              
	
                EXHIBIT
                  13

              	
                SERVICING
                  PERFORMANCE STANDARDS AND APPROVAL MATRIX

              
	
                EXHIBIT
                  14

              	
                FORM
                  OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

              
	
                EXHIBIT
                  15

              	
                FORM
                  OF INDEMNIFICATION AGREEMENT

              
	
                EXHIBIT
                  16

              	
                FORM
                  OF LIQUIDATION REPORT

              
	
                EXHIBIT
                  17

              	
                FORM
                  OF MONTHLY REPORTING PACKAGE

              
	
                EXHIBIT
                  18

              	
                SERVICER
                  RATINGS

              
	
                EXHIBIT
                  19

              	
                FORM
                  OF POOLING AND SERVICING AGREEMENT

              
	
                EXHIBIT
                  20

              	
                FORM
                  OF ANNUAL CERTIFICATION

              
	
                EXHIBIT
                  21

              	
                SERVICING
                  CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
                  COMPLIANCE

              


      

       

      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

         

      

    

    SERVICING
      AGREEMENT

    


    This
      Amended and Restated Servicing Agreement (“Servicing Agreement” or “Agreement”)
      is entered into as of August 5, 2005, as amended and restated to and including
      January
      2,
      2007,
      by and among GMAC MORTGAGE, LLC (formerly known as GMAC Mortgage Corporation),
      a
      Delaware limited liability company (the “Servicer”) and DB STRUCTURED PRODUCTS,
      INC., a Delaware corporation (the “Owner”).

     

    WHEREAS,
      the Servicer and the Owner entered into that certain Servicing Agreement, dated
      as of August 5, 2005 (the “Original Agreement”).

     

    WHEREAS,
      the Servicer and the Owner desire to enter into this Servicing Agreement in
      order to amend and restate the Original Agreement in its entirety.

     

    WHEREAS,
      the Owner has purchased and will purchase in the future conventional,
      residential, first and second lien mortgage loans (the “Mortgage Loans”);
      and

     

    WHEREAS,
      the Servicer regularly services residential mortgage loans and has agreed to
      service the mortgage loans that become subject to this Agreement and the parties
      desire to provide the terms and conditions of such servicing by the
      Servicer.

     

    NOW,
      THEREFORE, in consideration of the mutual premises and agreements set forth
      herein and for other good and valuable consideration, the receipt and the
      sufficiency of which are hereby acknowledged, the parties hereto hereby agree
      as
      follows: 

     

    ARTICLE
      I.

     

    DEFINITIONS

     

    Section
      1.01  Definitions.
      The
      following terms are defined as follows:

     

    Accepted
      Servicing Practices:
      With
      respect to any Mortgage Loan or REO Property, (i) the Fannie Mae Guides, (ii)
      to
      the extent not inconsistent with those mortgage servicing practices of mortgage
      lending institutions that service mortgage loans of the same type as such
      Mortgage Loan in the jurisdiction where the related Mortgaged Property is
      located, exercising the same care in performing those practices that the
      Servicer customarily employs and exercises in servicing and administering
      similar mortgage loans for its own account (including, compliance with all
      applicable federal, state and local laws) and (ii) the applicable Servicing
      Performance Standards and
      Approval Matrix.

     

    Adjustable
      Rate Mortgage Loan:
      Any
      Mortgage Loan with respect to which the related Mortgage Note contains a
      provision whereby the Mortgage Interest Rate is subject to adjustment from
      time
      to time in accordance with the terms of such Mortgage Note.

     

    Affiliate:
      With
      respect to any specified Person, any other Person controlling or controlled
      by
      or under common control with such specified Person. For the purposes of this
      definition, “control” when used with respect to any specified Person means the
      power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise and the terms “controlling” and “controlled” have meanings correlative
      to the foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Ancillary
      Income:
      All
      income derived from the Mortgage Loans other than payments of principal,
      interest and Escrow Payments (excluding Servicing Fees and prepayment penalties
      attributable to the Mortgage Loans), including but not limited to interest
      received on funds deposited in the Custodial Account or any Escrow Account
      (to
      the extent permitted by applicable law), all late charges (except as set forth
      in Exhibit
      12A),
      escrow
      account benefits, reinstatement fees, fees received with respect to checks
      on
      bank drafts returned by the related bank for insufficient funds, assumption
      fees, and similar types of fees arising from or in connection with any Mortgage
      Loan to the extent not otherwise payable to the Mortgagor under applicable
      law
      or pursuant to the terms of the related Mortgage Note.

     

    Appraised
      Value:
      The
      value of the Mortgaged Property at the time of the Mortgage Loan’s origination
      as used by the originating lender in underwriting such Mortgage
      Loan.

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument in
      recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect the sale of the Mortgage to
      the
      Owner.

     

    BPO:
      A
      broker price opinion.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or Sunday, or (ii) a day on which banking
      and savings and loan institutions in the States of New York, Iowa, Connecticut
      or the Commonwealth of Pennsylvania are authorized or obligated by law or
      executive order to be closed.

     

    Catastrophic
      Advance:
      A
      Servicing Advance made in good faith by the Servicer that would not be a
      Nonrecoverable Advance except for the later occurrence of a catastrophic event
      (e.g., a natural disaster) that substantially reduces the value of the Mortgaged
      Property.

     

    Charged-Off
      Mortgage Loan:
      Any
      Mortgage Loan which is (i) one hundred and eighty (180) or more days delinquent
      and (ii) in connection with a foreclosure of such Mortgage Loan, there would
      be
      insufficient proceeds, determined by the Servicer in its good faith judgment
      in
      accordance with Accepted Servicing Practices, to satisfy the sum of (a) the
      accrued interest thereon at the Mortgage Interest Rate from the interest paid
      to
      date to the day of such foreclosure, (b) all outstanding advances, (c) all
      expenses (including attorneys’ fees) incurred in connection with such
      foreclosure and (d) $10,000. 

     

    Code:
      Internal Revenue Code of 1986, as amended.

     

    Commission:
      The
      United States Securities and Exchange Commission.

     

    Condemnation
      Proceeds:
      All
      awards or settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation, to the extent not required to be released to a Mortgagor in
      accordance with the terms of the related Mortgage Loan Documents.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    CPI:
      The
      Consumer Price Index for All Urban Consumers (CPI-U), United States City
      Average, All Items (1982-84=100) (the CPI Index), published monthly by the
      Bureau of Labor Statistics of the US Department of Labor.

     

    Custodial
      Account:
      The
      separate account or accounts created and maintained pursuant to Section
      2.06.

     

    Custodial
      Agreement:
      The
      agreement governing the retention of the originals of each Mortgage Note,
      Mortgage, Assignment of Mortgage and other Mortgage Loan Documents.

     

    Custodian:
      The
      custodian of the Mortgage Loan Documents as specified under the related
      Custodial Agreement.

     

    Deboarding
      Fee:
      With
      respect to each Mortgage Loan, the deboarding fee set forth in the related
      Term
      Sheet.

     

    Default:
      A
      Mortgage Loan shall be considered in default when one Monthly Payment is due
      and
      unpaid as of the last day of the calendar month in which the Monthly Payment
      was
      due.

     

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

     

    Determination
      Date:
      The
      last calendar day of the month preceding the related Remittance
      Date.

     

    Due
      Date:
      The day
      of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
      of any days of grace.

     

    Due
      Period:
      With
      respect to any Remittance Date, the calendar month preceding such Remittance
      Date.

     

    Eligibility
      Criteria:
      The
      eligibility criteria for residential mortgage loans to be delivered by Owner
      after the date of this Agreement to be serviced by Servicer under this
      Agreement, as specified in Exhibit
      9A
      and
Exhibit9B,
      as the
      same may be amended from time to time with the mutual consent of both
      parties.

     

    Eligible
      Investments:
      Any one
      or more of the obligations and securities listed below which investment provides
      for a date of maturity not later than one day prior to the Remittance Date
      in
      each month (or such other date as permitted under this Agreement)or payable
      on
      demand:

     

    
      	 	
              (i)

            	
              direct
                obligations of, and obligations fully guaranteed as to full and timely
                payment of principal and interest by, the United States of America
                or any
                agency or instrumentality of the United States of America, provided,
                that
                such obligations are backed by the full faith and credit of the United
                States of America (“Direct
                Obligations”);

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              federal
                funds, demand and time deposits in, certificates of deposits of,
                or
                bankers’ acceptances issued by, any depository institution or trust
                company or other short-term debt obligations of such depository
                institution or trust company (or, in the case of a depository institution
                or trust company which is the principal subsidiary of a holding company,
                the commercial paper or other short-term debt or deposit obligations
                of
                such holding company or deposit institution, as the case may be)
                have been
                rated by each Rating Agency in its highest short-term rating category
                or
                one of its two highest long-term rating
                categories;

            


    

     

    
      	 	
              (iii)

            	
              Direct
                Obligations or securities guaranteed by Fannie Mae or Freddie Mac
                provided, that any such obligation, at the time of purchase or contractual
                commitment providing for the purchase thereof, is qualified by each
                Rating
                Agency as an investment of funds backing securities rated
                “AAA;

            


    

     

    
      	 	
              (iv)

            	
              securities
                bearing interest or sold at a discount issued by any corporation
                incorporated under the laws of the United States of America or any
                state
                thereof which have a credit rating from each Rating Agency, at the
                time of
                investment or the contractual commitment providing for such investment,
                at
                least equal to one of the two highest long-term credit rating categories
                of each Rating Agency; provided, however, that securities issued
                by any
                particular corporation will not be Eligible Investments to the extent
                that
                investment therein will cause the then outstanding principal amount
                of
                securities issued by such corporation to exceed 10% of the aggregate
                principal amount of all Eligible Investments in the Custodial Accounts
                and
                the Escrow Accounts; provided, further, that such securities will
                not be
                Eligible Investments if they are published as being under review
                with
                negative implications from either Rating
                Agency;

            


    

     

    
      	 	
              (v)

            	
              commercial
                paper (including both non-interest-bearing discount obligations and
                interest-bearing obligations payable on demand or on a specified
                date not
                more than 180 days after the date of issuance thereof) rated by each
                Rating Agency in its highest short-term rating category
                at
                the time of such investment or contractual commitment providing for
                such
                investment, and is issued by a corporation the outstanding senior
                long-term debt obligations of which are then rated by each Rating
                Agency
                in one of its two highest long-term unsecured rating
                categories;

            


    

     

    
      	 	
              (vi)

            	
              certificates
                or receipts representing direct ownership interests in future interest
                or
                principal payments on obligations of the United States of America
                or its
                agencies or instrumentalities (which obligations are backed by the
                full
                faith and credit of the United States of America) held by a custodian
                in
                safekeeping on behalf of the holders of such
                receipts;

            


    

     

    
      	 	
              (vii)

            	
              any
                other demand, money market, common trust fund or time deposit or
                obligation, or interest-bearing or other security or investment rated
                in
                the highest rating category by each Rating Agency; and
                

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (viii)

            	
              general
                obligations of or obligations guaranteed by any state of the United
                States
                or the District of Columbia receiving one of the two highest long-term
                debt ratings available for such securities by each Rating
                Agency.

            


    

     

    provided,
      however, that (a) any such instrument shall be acceptable to the Rating
      Agencies, and (b) no such instrument shall be an Eligible Investment if such
      instrument evidences either (i) a right to receive only interest payments with
      respect to the obligations underlying such instrument, or (ii) both principal
      and interest payments derived from obligations underlying such instrument and
      the principal and interest payments with respect to such instrument provide
      a
      yield to maturity of greater than 120% of the yield to maturity at par of such
      underlying obligations.

     

    Errors
      and Omissions Insurance Policy:
      An
      errors and omissions insurance policy to be maintained by the Servicer pursuant
      to Section 2.12.

     

    Escrow
      Account:
      The
      separate account or accounts created and maintained pursuant to Section
      2.06.

     

    Escrow
      Payment:
      With
      respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
      assessments, water rates, sewer rents, municipal charges, mortgage insurance
      premiums, fire and hazard insurance premiums, condominium charges, and any
      other
      payments required to be escrowed by the Mortgagor with the mortgagee pursuant
      to
      the Mortgage or any other document.

     

    Event
      of Default:
      Any one
      of the conditions or circumstances enumerated in Section 11.01.

     

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

     

    Fannie
      Mae:
      The
      Federal National Mortgage Association, or any successor thereto.

     

    Fannie
      Mae Guides:
      The
      Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments
      or additions thereto.

     

    FDIC:
      The
      Federal Deposit Insurance Corporation, or any successor thereto.

     

    FHA:
      The
      Federal Housing Authority, or any successor thereto.

     

    FHLMC
      or
Freddie
      Mac:
      The
      Federal Home Loan Mortgage Corporation, or any successor thereto. 

     

    Fidelity
      Bond:
      A
      fidelity bond to be maintained by the Servicer pursuant to Section
      2.12.

     

    Fitch:
      Fitch,
      Inc., or its successor in interest.

     

    Forbearance:
      Shall
      have the meaning set forth in Section 2.01.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Foreclosure
      Commencement:
      The
      delivery of the applicable file to the Servicer’s foreclosure counsel for
      initiation of foreclosure proceedings.

     

    Gross
      Margin:
      With
      respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount
      set
      forth in the related Mortgage Note which amount is added to the Index in
      accordance with the terms of the related Mortgage Note to determine on each
      Interest Rate Adjustment Date the Mortgage Interest Rate for such Mortgage
      Loan.

     

    HOEPA
      Loan:
      A
      Mortgage Loan subject to the Home Ownership and Equity Protection Act of 1994
      (“HOEPA”).

     

    Index:
      With
      respect to each Adjustable Rate Mortgage Loan, the index set forth in the
      related Mortgage Note.

     

    Insurance
      Proceeds:
      With
      respect to each Mortgage Loan, proceeds of insurance policies insuring the
      Mortgage Loan or the related Mortgaged Property, to the extent not required
      to
      be released to a Mortgagor in accordance with the terms of the related Mortgage
      Loan Documents.

     

    Interest
      Rate Adjustment Date:
      With
      respect to each Adjustable Rate Mortgage Loan, the date, specified in the
      related Mortgage Note and the Mortgage Loan Schedule, on which the Mortgage
      Interest Rate is adjusted.

     

    Lifetime
      Rate Cap:
      The
      provision of each Mortgage Note related to an Adjustable Rate Mortgage Loan
      which provides for an absolute maximum Mortgage Interest Rate thereunder. The
      Mortgage Interest Rate during the terms of each Adjustable Rate Mortgage Loan
      shall not at any time exceed the Mortgage Interest Rate at the time of
      origination of such Adjustable Rate Mortgage Loan by more than the amount per
      annum set forth on the Mortgage Loan Schedule.

     

    Liquidation
      Proceeds:  Cash
      received in connection with the liquidation of a defaulted Mortgage Loan,
      whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
      foreclosure sale or otherwise, or the sale of the related Mortgaged Property
      if
      the Mortgaged Property is acquired in satisfaction of the Mortgage
      Loan.

     

    Loan-to-Value
      Ratio or LTV:
      With
      respect to any Mortgage Loan, the most recent ratio (expressed as a percentage)
      of the outstanding principal amount of the Mortgage Loan, to the lesser of
      (a) the Appraised Value and (b) if the Mortgage Loan was made to
      finance the acquisition of the related Mortgaged Property, the purchase price
      of
      the Mortgaged Property.

     

    LPMI
      Policy:
      A
      policy of primary mortgage guaranty insurance issued by an insurer pursuant
      to
      which the related premium is to be paid by the servicer of the related Mortgage
      Loan from payments of interest made by the Mortgagor in an amount as is set
      forth in the related Mortgage Loan Schedule.

     

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

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the state of Delaware, or any successor
      thereto.

     

    Monthly
      Payment:
      The
      scheduled monthly payment of principal and interest on a Mortgage
      Loan.

     

    Monthly
      Remittance Advice:
      As
      described in Section 3.02.

     

    Moody’s:
      Moody’s
      Investors Service, Inc., and any successor thereto.

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument securing a Mortgage Note, which
      creates a first or second lien, as applicable, on an unsubordinated estate
      in
      fee simple in real property securing the Mortgage Note; except that with respect
      to real property located in jurisdictions in which the use of leasehold estates
      for residential properties is a widely-accepted practice, the mortgage, deed
      of
      trust or other instrument securing the Mortgage Note may secure and create
      a
      first or second lien, as applicable, upon a leasehold estate of the
      Mortgagor.

     

    Mortgage
      File:
      The
      items pertaining to a particular Mortgage Loan referred to as the Mortgage
      File
      in Exhibit
      6
      annexed
      hereto to the extent received by the Servicer from the prior servicer,
      sub-servicer or originator, and any additional documents required to be added
      to
      the Mortgage File pursuant to this Agreement.

     

    Mortgage
      Interest Rate:
      The
      annual rate of interest borne on a Mortgage Note with respect to each Mortgage
      Loan.

     

    Mortgage
      Loan:
      An
      individual mortgage loan which is the subject of this Agreement, each mortgage
      loan originally sold and subject to this Agreement being identified on the
      Mortgage Loan Schedule, which mortgage loan includes without limitation the
      Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation
      Proceeds, Condemnation Proceeds, Insurance Proceeds, Servicing Rights and all
      other rights, benefits, proceeds and obligations arising from or in connection
      with such mortgage loan, excluding replaced or repurchased mortgage loans.
      

     

    Mortgage
      Loan Documents:
      The
      documents listed on Exhibit
      6
      attached
      hereto pertaining to any Mortgage Loan.

     

    Mortgage
      Loan Schedule:
      The
      schedule of Mortgage Loans, provided by the prior Servicer, setting forth,
      to
      the extent available, the following information with respect to each Mortgage
      Loan: (1) the loan seller’s Mortgage Loan identifying number; (2) the
      Mortgagor’s name; (3) the street address of the Mortgaged Property
      including the city, state and zip code; (4) a code indicating whether the
      Mortgaged Property is owner-occupied, a second home or investment property;
      (5) the number and type of residential units constituting the Mortgaged
      Property (i.e. a single family residence, a 2-4 family residence, a unit in
      a
      condominium project or a unit in a planned unit development, manufactured
      housing); (6) the original months to maturity or the remaining months to
      maturity from the Transfer Date, in any case based on the original amortization
      schedule and, if different, the maturity expressed in the same manner but based
      on the actual amortization schedule; (7) Loan to Value Ratio at
      origination; (8) with respect to First Lien Loans, the LTV at origination and
      with respect to second lien loans, the CLTV at origination; (9) the Mortgage
      Interest Rate as of the Transfer Date; (10) the date on which the Monthly
      Payment was due on the Mortgage Loan and, if such date is not consistent with
      the Due Date currently in effect, such Due Date; (11) the stated maturity
      date; (12) the amount of the Monthly Payment as of the Transfer Date;
      (13) the last payment date on which a Monthly Payment was actually applied
      to pay interest and the outstanding principal balance; (14) the original
      principal amount of the Mortgage Loan; (15) the principal balance of the
      Mortgage Loan as of the close of business on the Transfer Date; (16) with
      respect to Adjustable Rate Mortgage Loans, the first Interest Rate Adjustment
      Date; (17) with respect to Adjustable Rate Mortgage Loans, the Gross
      Margin; (18) with respect to Adjustable Rate Mortgage Loans, the Lifetime
      Rate Cap under the terms of the Mortgage Note; (19) with respect to
      Adjustable Rate Mortgage Loans, a code indicating the type of Index;
      (20) with respect to Adjustable Rate Mortgage Loans, the Periodic Rate Cap
      under the terms of the Mortgage Note; (21) [reserved]; (22) the type of Mortgage
      Loan (i.e., fixed rate, adjustable rate, first lien, second lien);
      (23) [reserved]; (24) a code indicating the documentation style (i.e.
      full, alternative or reduced); (25) [reserved]; (26) whether such
      Mortgage Loan provides for a Prepayment Charge; (27) the Prepayment Charge
      period of such Mortgage Loan, if applicable; (28) ) a description of the
      Prepayment Charge, if applicable; (29) the Mortgage Interest Rate as of
      origination; (30) the credit risk score (FICO score) at origination;
      (31)[reserved]; (32) [reserved]; (33)[reserved]; (34) the Mortgage Interest
      Rate
      floor; (35) the Mortgage Interest Rate calculation method (i.e. 30/360, simple
      interest, other); (36) a code indicating whether the Mortgage Loan is a HOEPA
      Loan; (37) a code indicating whether the Mortgage Loan is assumable; (38) a
      code
      indicating whether the Mortgage Loan has been modified; (39) the one year
      payment history; (40) the Due Date for the first Monthly Payment; (41) the
      original Monthly Payment due; (42) with respect to the related Mortgagor, the
      debt-to-income ratio; (43) the Appraised Value of the Mortgaged Property; (44)
      the sales price of the Mortgaged Property if the Mortgage Loan was originated
      in
      connection with the purchase of the Mortgaged Property; (45)[reserved]; (46)
      a
      twelve month history for the Mortgage Loan and the number of times thirty,
      sixty, and ninety days delinquent in the past twelve months; (47) a code
      indicating the payment status of the Mortgage Loan (i.e. bankruptcy,
      foreclosure, REO, other litigation; (48)[reserved]; and (49) Forbearance. With
      respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
      shall
      set forth the following information: (1) the number of Mortgage Loans;
      (2) the current aggregate outstanding principal balance of the Mortgage
      Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage
      Loans; and (4) the weighted average maturity of the Mortgage Loans. This
      information is listed on Exhibit
      7
      attached
      hereto.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    Mortgage
      Note:
      The
      note or other evidence of the indebtedness of a Mortgagor secured by a
      Mortgage.

     

    Mortgaged
      Property:
      The
      real property (or leasehold estate, if applicable) securing repayment of the
      debt evidenced by a Mortgage Note.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    New
      Loan Data File:
      With
      respect to each Mortgage Loan delivered, or caused to be delivered, after the
      date of this Agreement by Owner to be subserviced by Servicer under this
      Agreement, the data file produced by Owner or the prior servicer pursuant to
      the
      Transfer Instructions, which is used to enable Servicer to set up each Mortgage
      Loan on its loan servicing system.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    Nonrecoverable
      Advance:
      Any
      Servicing Advance previously made or proposed to be made in respect of a
      Mortgage Loan which, in the good faith judgment of the Servicer, will not or,
      in
      the case of a proposed advance, would not, be ultimately recoverable from
      related Insurance Proceeds, Liquidation Proceeds or otherwise from such Mortgage
      Loan. The determination by the Servicer that it has made a Nonrecoverable
      Advance or that any proposed advance, if made, would constitute a Nonrecoverable
      Advance, shall be evidenced by an Officer’s Certificate delivered to the
      Owner.

     

    Officer’s
      Certificate:
      A
      certificate signed by the Chairman of the Board or the Vice Chairman of the
      Board or a President or Vice President or Senior Vice President and by the
      Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
      Secretaries of the Servicer, and delivered to the Owner.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be counsel for the Servicer, reasonably
      acceptable to the Owner.

     

    Originator:
      With
      respect to a Mortgage Loan, the originator of the related Mortgage
      Loan.

     

    Periodic
      Rate Cap:
      With
      respect to each Adjustable Rate Mortgage Loan, the provision of each Mortgage
      Note which provides for an absolute maximum amount by which the Mortgage
      Interest Rate therein may increase on an Interest Rate Adjustment Date above
      the
      Mortgage Interest Rate previously in effect.

     

    Periodic
      Rate Floor:
      With
      respect to each Adjustable Rate Mortgage Loan, the provision of each Mortgage
      Note which provides for an absolute maximum amount by which the Mortgage
      Interest Rate therein may decrease on an Interest Rate Adjustment Date below
      the
      Mortgage Interest Rate previously in effect.

     

    Person:
      Any
      individual, corporation, partnership, limited liability company, joint venture,
      association, joint-stock company, trust, unincorporated organization, government
      or any agency or political subdivision thereof.

     

    PMI
      Policy:
      A
      policy of primary mortgage guaranty insurance issued by an insurer, as required
      by this Agreement with respect to certain Mortgage Loans.

     

    Prepayment
      Charge:
      With
      respect to any Mortgage Loan, any prepayment penalty or premium thereon payable
      in connection with a principal prepayment on such Mortgage Loan pursuant to
      the
      terms of the related Mortgage Note.

     

    Prime
      Rate:
      The
      prime rate announced to be in effect from time to time, as published as the
      average rate in The Wall Street Journal (Northeast edition).

     

    Principal
      Prepayment:
      Any
      payment or other recovery of principal on a Mortgage Loan which is received
      in
      advance of its scheduled Due Date, including any Prepayment
      Charge
      thereon
      and which is not accompanied by an amount of interest representing scheduled
      interest due on any date or dates in any month or months subsequent to the
      month
      of prepayment.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    Principal
      Prepayment Period:
      The
      month preceding the month in which the related Remittance Date
      occurs.

     

    Qualified
      Depository:
      A
      depository (a) the accounts of which are insured by the FDIC and (b) the short
      term debt ratings and the long term deposit ratings of which are rated in one
      of
      the two highest rating categories by each of the Rating Agencies.

     

    Rating
      Agency:
      Any of
      Fitch or Standard & Poor’s, or their respective successors designated by the
      Owner.

     

    Reconstitution:
      Any
      Securitization Transaction or Whole Loan Transfer.

     

    Reconstitution
      Agreements:
      As
      defined in Section 13.14 hereof.

     

    Reconstitution
      Date:
      As
      defined in Section 13.14 hereof.

     

    Recourse
      Obligation:
      With
      respect to any Mortgage Loan, any obligation or liability (actual or contingent)
      of the Servicer or its Affiliates, as applicable (i) for loss of principal
      incurred in connection with the foreclosure or other disposition of, or other
      realization or attempt to realize upon the collateral securing such Mortgage
      Loan (including losses relating to loss mitigation, obtaining deeds in lieu
      of
      foreclosure, VA No-Bid Instructions, or VA partial guaranties); (ii) to
      repurchase such Mortgage Loan in the event that the Mortgagor of such Mortgage
      Loan has filed for bankruptcy protection, the Mortgaged Property is the subject
      of foreclosure or other litigation proceedings; or (iii) to repurchase such
      Mortgage Loan in the event of a delinquency or other payment default thereunder
      by the related Mortgagor.

     

    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2007)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    REMIC:
      A “real
      estate mortgage investment conduit” within the meaning of Section 860D of the
      Code. 

     

    REMIC
      Provisions:
      Provisions of the federal income tax law relating to a REMIC, which appear
      at
      Section 860A through 860G of Subchapter M of Chapter 1, Subtitle A of the Code,
      and related provisions and regulations, rulings or pronouncements promulgated
      thereunder, as the foregoing may be in effect from time to time. 

     

    Remittance
      Date:
      The 5th
      Business Day of the each month.

     

    REO
      Disposition:
      The
      final sale by the Servicer of any REO Property.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    REO
      Disposition Proceeds:
      Amounts
      received by the Servicer in connection with a related REO
      Disposition.

     

    REO
      Property:
      A
      Mortgaged Property acquired by the Servicer on behalf of the Owner through
      foreclosure or by deed in lieu of foreclosure, as described in Section
      2.15.

     

    RESPA:
      Real
      Estate Settlement Procedures Act, as amended from time to time.

     

    Sarbanes-Oxley
      Act:
      The
      Sarbanes-Oxley Act of 2002, as amended from time to time.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended.

     

    Securitization
      Transaction:
      Any
      transaction involving either (1) a sale or other transfer of some or all of
      the
      Mortgage Loans directly or indirectly to an issuing entity in connection with
      an
      issuance of publicly offered or privately placed, rated or unrated
      mortgage-backed securities or (2) an issuance of publicly offered or privately
      placed, rated or unrated securities, the payments on which are determined
      primarily by reference to one or more portfolios of residential mortgage loans
      consisting, in whole or in part, of some or all of the Mortgage
      Loans.

     

    Servicer
      Employees:
      As
      defined in Section 2.12 hereof.

     

    Servicer
      Information:
      As
      defined in Section 14.07(a).

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses
      (including reasonable attorneys’ fees and disbursements) incurred in the
      performance by the Servicer of its servicing obligations, including, but not
      limited to, the cost of (a) the preservation, restoration and protection of
      the
      Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
      or any legal work or advice specifically related to servicing the Mortgage
      Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
      drug seizures, elections, foreclosures by subordinate or superior lienholders,
      and other legal actions incidental to the servicing of the Mortgage Loans
      (provided that such expenses are reasonable and that the Servicer specifies
      the
      Mortgage Loan(s) to which such expenses relate)s, (c) the management and
      liquidation of the Mortgaged Property if the Mortgaged Property is acquired
      in
      satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer rents
      and other charges which are or may become a lien upon the Mortgaged Property
      and
      (e) compliance with the obligations pursuant to the provisions of this
      Agreement.

     

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

     

    Servicing
      Fee:
      With
      respect to each Mortgage Loan, the amount of the fee the Owner shall pay to
      the
      Servicer, as set forth in the related Term Sheet.

     

    Servicing
      File:
      With
      respect to each Mortgage Loan, the file retained by the Servicer consisting
      of
      originals, if provided, or copies of all documents in the Mortgage File which
      are not delivered to the Owner, its designee or the Custodian and copies of
      the
      Mortgage Loan Documents.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    Servicing
      Performance Standards and Approval Matrix:
      The
      servicing standards set forth on Exhibit
      13.

     

    Servicing
      Rights:
      Any and
      all of the following: (a) any and all rights to service the Mortgage Loans;
      (b) any payments to or monies received by the Servicer for servicing the
      Mortgage Loans; (c) any Ancillary Income with respect to the Mortgage Loans;
      (d) all agreements or documents creating, defining or evidencing any such
      servicing rights to the extent they relate to such servicing rights and all
      rights of the Servicer thereunder; (e) any and all rights to and in the
      Escrow Payments or other similar payments with respect to the Mortgage Loans
      and
      any amounts actually collected by the Servicer with respect thereto;
      (f) all accounts and other rights to payment related to any of the property
      described in this paragraph; and (g) any and all documents, files, records,
      servicing files, servicing documents, servicing records, data tapes, computer
      records, or other information pertaining to the Mortgage Loans or pertaining
      to
      the past, present or prospective servicing of the Mortgage Loans.

     

    Servicing
      Transfer Date:
      The
      date on or dates which the physical servicing of the Mortgage Loans is
      transferred to the Servicer pursuant to this Agreement. 

     

    Standard
      & Poor’s:
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies
      Inc., and any successor thereto.

     

    Stated
      Principal Balance:
      As to
      each Mortgage Loan, (i) the principal balance of the Mortgage Loan at the
      Transfer Date after giving effect to payments of principal received on or before
      such date minus (ii) all amounts previously distributed to the Owner with
      respect to the related Mortgage Loan representing payments or recoveries of
      principal or advances in lieu thereof. 

     

    Subcontractor:
      Any
      vendor, subcontractor or other Person, except for an insurance tracking service,
      that is not responsible for the overall servicing (as “servicing” is commonly
      understood by participants in the mortgage-backed securities market) of Mortgage
      Loans but performs one or more discrete functions identified in Item 1122(d)
      of
      Regulation AB with respect to Mortgage Loans under the direction or authority
      of
      the Servicer or a Subservicer.

     

    Subservicer:
      Any
      Person that services Mortgage Loans on behalf of the Servicer or any Subservicer
      and is responsible for the performance (whether directly or through Subservicers
      or Subcontractors) of a substantial portion of the material servicing functions
      required to be performed by the Servicer under this Agreement or any
      Reconstitution Agreement that are identified in Item 1122(d) of Regulation
      AB.

     

    Term
      Sheet:
      The
      Term Sheet form attached hereto as Exhibit
      12A
      and
      Exhibit 12B
      that
      correspond with Exhibit
      9A
      and
Exhibit
      9B
      respectively.

     

    Termination
      Fee:
      With
      respect to each Mortgage Loan, the termination fee set forth in the related
      Term
      Sheet.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    Transfer
      Date:
      With
      respect to each Mortgage Loan, the date Servicer physically assumes its
      obligations of servicing pursuant to this Agreement. 

     

    Transfer
      Instructions:
      The
      transfer instructions used by the Servicer provided in connection with any
      given
      transfer of additional Mortgage Loans for servicing under this Agreement,
      attached as Exhibit
      8.

     

    VA:
      The
      United States Department of Veterans Affairs, or any successor
      thereto.

     

    VA
      No-Bid Instruction:
      An
      instruction given by the VA to the effect that the VA will not accept conveyance
      of the REO Property related to the foreclosure of a Mortgage Loan or when the
      VA
      pays all or part of the difference between the net sale proceeds and the total
      indebtedness on a VA guaranteed loan following the private sale of the property
      where the proceeds are insufficient to fully payoff the existing
      Mortgage.

     

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

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II.

     

    SERVICING

     

    Section
      2.01  Servicer
      to Act as Servicer.

     

    From
      and
      after the date of this Agreement, the Servicer, as an independent contractor,
      shall service and administer each Mortgage Loan and shall have full power and
      authority, acting alone, to do any and all things in connection with such
      servicing and administration which the Servicer may deem necessary or desirable,
      consistent with the terms of this Agreement, Accepted Servicing Practices and
      the Fannie Mae Guides.

     

    From
      and
      after the date of this Agreement, Servicer shall assume responsibility under
      this Agreement to subservice and administer additional Mortgage Loans upon
      the
      delivery, in accordance with the Transfer Instructions to the extent reasonably
      necessary to effect such transfer, of the related New Loan Data File and all
      related Mortgage Loan documentation by or on behalf of Owner (including
      deliveries by the applicable prior servicer pursuant to directions by Owner)
      provided that such new Mortgage Loans meet the Eligibility Criteria then in
      effect. The Servicer agrees to cooperate reasonably with the Owner and with
      any
      party designated as the prior servicer or subservicer in transferring the
      servicing to the Servicer. Owner shall provide or cause to be provided by the
      applicable prior servicer or subservicer, the New Loan Data File for each
      Mortgage Loan to Servicer no later than five (5) days before Servicer is
      expected to perform subservicing on that Mortgage Loan. Owner shall notify
      Servicer within two (2) Business Days, in writing, of any changes in the
      information contained in the New Loan Data File. Owner agrees to cause the
      applicable Custodian to provide Servicer, within five (5) Business Days after
      receipt of Servicer’s request, copies of the Mortgage Note, the Mortgage or any
      other documents the applicable Custodian maintains for the benefit of the Owner
      with respect to a Mortgage Loan that Servicer deems reasonably necessary in
      connection with its performance of the Servicing of said Mortgage
      Loan.

     

    In
      servicing and administering the Mortgage Loans, the Servicer shall employ
      Accepted Servicing Practices except and to the extent that such practices
      conflict with the requirements of this Agreement. The Servicer shall retain
      adequate personnel to effect such servicing and administration of the Mortgage
      Loans.

     

    Consistent
      with the terms of this Agreement, the Servicer may 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 reasonable and prudent determination such waiver, modification,
      postponement or indulgence is not materially adverse to the Owner, provided,
      however, that unless the Servicer has obtained the prior written consent of
      the
      Owner, the Servicer shall not permit any modification with respect to any
      Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive
      the
      payment of principal or interest, reduce or increase the outstanding principal
      balance (except for actual payments of principal) or change the final maturity
      date on such Mortgage Loan. In the event that any Mortgage is in Default or,
      in
      the judgment of the Servicer, such a Default is reasonably foreseeable, the
      Servicer, consistent with Accepted Servicing Practices, may also waive, modify
      or vary any term of such Mortgage Loan (including modifications that would
      change the Mortgage Interest Rate, forgive the payment of principal or interest,
      ), accept payment from the related Mortgagor of an amount less than the Stated
      Principal Balance in final satisfaction of such Mortgage Loan, or consent to
      the
      postponement of strict compliance with any such term or otherwise grant
      indulgence to any Mortgagor (any and all such waivers, modifications, payment
      plans, variances, forgiveness of principal or interest, postponements, or
      indulgences collectively referred to herein as “Forbearance”). The Servicer’s
      analysis supporting any Forbearance and the conclusion that any Forbearance
      meets the standards of this section shall be reflected as appropriate in the
      Servicer’s records. 

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    Without
      limiting the generality of the foregoing, the Servicer shall continue, and
      is
      hereby authorized and empowered, to execute and deliver on behalf of itself
      and
      the Owner, all instruments and documents necessary to carry out its servicing
      and administrative duties under this Agreement including but not limited to
      instruments in connection with foreclosures, satisfaction or cancellation,
      partial or full release, discharge and all other comparable instruments with
      respect to the Mortgage Loans and with respect to the Mortgaged Properties.
      The
      Owner shall furnish the Servicer with a limited power of attorney in the form
      attached hereto as Exhibit
      10
      appropriate to enable the Servicer to carry out its servicing and administrative
      duties under this Agreement. Owner acknowledges and agrees that a fee of
      eighteen ($18.00) dollars will be charged to the Owner for each limited power
      of
      attorney filed by the Servicer. Owner agrees to supply Servicer with any other
      documents reasonably necessary or appropriate to enable the Servicer to carry
      out its servicing and administrative duties under this Agreement.

     

    The
      Servicer’s computer system shall clearly reflect the ownership of each Mortgage
      Loan. The Servicer shall release from its custody the contents of any Servicing
      File retained by it only in accordance with this Agreement or at the written
      direction of the Owner.

     

    With
      respect to the performance of any service required to be provided for Servicer
      hereunder, including, without limitation, the obtainment of credit report data,
      the provision of field or other inspections, the provision of title-related
      services, and the sale or management of REO properties, the Servicer may obtain
      such services from an Affiliate if such services are provided on a commercially
      reasonable basis with respect to the price and quality of such
      services.

     

    The
      Servicer shall file information reports with respect to the receipt of mortgage
      interest received in a trade or business, reports of foreclosures and
      abandonments of any Mortgaged Property and information returns relating to
      cancellation of indebtedness income with respect to any Mortgaged Property
      as
      required by Sections 6050H, 6050J and 6050P of the Code. Such reports shall
      be
      in form and substance sufficient to meet the reporting requirements imposed
      by
      such Sections 6050H, 6050J and 6050P of the Code.

     

    Notwithstanding
      anything in this Agreement to the contrary, in the event of a Principal
      Prepayment in full or in part of a Mortgage Loan, the Servicer may not waive
      any
      Prepayment Charge or portion thereof required by the terms of the related
      Mortgage Note unless (i) the Servicer determines that such waiver would maximize
      recovery of Liquidation Proceeds for such Mortgage Loan, taking into account
      the
      value of such Prepayment Charge and the Mortgage Loan, and the waiver of such
      Prepayment Charge is standard and customary in servicing similar Mortgage Loans
      (including the waiver of a Prepayment Charge in connection with a refinancing
      of
      the Mortgage Loan related to a default or a reasonably foreseeable default)
      or
      (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency,
      moratorium, receivership, or other similar law relating to creditors’ rights or
      (2) due to acceleration in connection with a foreclosure or other involuntary
      payment, or (B) the enforceability is otherwise limited or prohibited by
      applicable law. Servicer shall notify Owner within two (2) Business Days if
      Servicer determines that any collection of any Prepayment Charge is limited
      or
      prohibited by applicable law. In no event shall the Servicer waive a Prepayment
      Charge in connection with a refinancing of a Mortgage Loan that is not related
      to a default or a reasonably foreseeable default. If the Servicer waives or
      does
      not collect all or a portion of a Prepayment Charge relating to a Principal
      Prepayment in full or in part due to any action or omission of the Servicer,
      other than as provided above, the Servicer shall deposit the amount of such
      Prepayment Charge (or such portion thereof as had been waived for deposit)
      into
      the Custodial Account at the time of such prepayment for distribution in
      accordance with the terms of this Agreement.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    Section
      2.02  Liquidation
      of Mortgage Loans.

     

    In
      the
      event that any payment due under any Mortgage Loan and not postponed pursuant
      to
      Section 2.01 is not paid when the same becomes due and payable, or in the event
      the Mortgagor fails to perform any other covenant or obligation under the
      Mortgage Loan and such failure continues beyond any applicable grace period,
      the
      Servicer shall take such action as is consistent with Accepted Servicing
      Practices. In the event that any payment due under any first lien Mortgage
      Loan
      is not postponed pursuant to Section 2.01 and remains delinquent for a period
      of
      90 days or any other default continues for a period of 90 days beyond the
      expiration of any grace or cure period (or such other period as is required
      by
      law in the jurisdiction where the related Mortgaged Property is located) or
      earlier as determined by the Servicer, the Servicer shall cause a Foreclosure
      Commencement in accordance with Accepted Servicing Practices. In such
      connection, the Servicer shall from its own funds make all necessary and proper
      Servicing Advances, provided, however, that the Servicer shall not be required
      to expend its own funds in connection with any foreclosure or towards the
      restoration or preservation of any Mortgaged Property, unless it shall determine
      (a) that such preservation, restoration and/or foreclosure will increase the
      proceeds of liquidation of the Mortgage Loan to Owner after reimbursement to
      itself for such expenses and (b) that such expenses will be recoverable by
      it
      either through Liquidation Proceeds (respecting which it shall have priority
      for
      purposes of withdrawals from the Custodial Account pursuant to Section 2.05)
      or
      through Insurance Proceeds (respecting which it shall have similar
      priority).

     

    Servicer
      shall charge off a second lien Mortgage Loan in accordance with the charge
      off
      policy as directed by the Owner. In the event a second lien Mortgage Loan is
      not
      charged-off, Servicer shall proceed with a Foreclosure Commencement on such
      Mortgage Loan. As it relates to any Charged-Off Mortgage Loan, should Servicer
      determine that any amounts charged-off can be recovered, Servicer shall pursue
      the recovery of such amounts and will be entitled to the recovery fee specified
      in the related Term Sheet. As it relates to any Charged-Off Mortgage Loan,
      Servicer will be reimbursed for all Servicing Advances six months after date
      on
      which the second lien Mortgage Loans is charged-off. Should Servicer determine
      that any amounts charged-off can be recovered, Servicer shall pursue recovery
      of
      such amounts and Servicer will be entitled to the recovery fee specified in
      the
      related Term Sheet, from the amounts collected.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    If
      requested by Owner, and provided that a mutually acceptable system access
      agreement is executed by the parties, the Servicer shall provide the Owner
      with
      access to its online mortgage loan servicing data system (the “Data System”)
      during business hours (generally, Monday through Friday, between 7 a.m. and
      9
      p.m. EST, and Saturday between 8 a.m. and 2 p.m. EST) with respect to the
      Mortgage Loans. Owner shall be responsible for all costs associated with such
      access.

     

    The
      Servicer acknowledges and agrees that it shall take and initiate any legal
      actions with respect to any Mortgage Loans and REO Properties, including,
      without limitation, any foreclosure actions, acceptance of deeds-in-lieu of
      foreclosure, and any collection actions with respect to any Mortgage Loans
      or
      REO Properties on behalf of the Owner, but only in the name of the Servicer
      and
      without reference to the Owner. Except as otherwise required by law or with
      the
      consent of the Owner, under no circumstances shall any such action be taken
      in
      the name of, or with any reference to, the Owner. The Servicer shall provide
      prior written notice to the Owner if the Servicer is required by applicable
      law
      to take any legal actions with respect to the Mortgage Loan or REO Properties
      in
      the name of, or with reference to, the Owner. Owner agrees to provide all the
      documentation, appropriately recorded, if applicable, necessary for Servicer
      to
      initiate legal actions in its own name. Owner agrees to reimburse Servicer
      for
      any costs or expenses associated with assigning Mortgage Loans to Servicer
      or
      MERS as the case may be.

     

    Notwithstanding
      anything to the contrary contained herein, (a) all actions must be approved
      by
      the Owner relating to any Mortgaged Property that is determined to be
      contaminated by hazardous or toxic substances or wastes and (b) in connection
      with a foreclosure, in the event the Servicer has reasonable cause to believe
      that a Mortgaged Property is contaminated by hazardous or toxic substances
      or
      wastes, or if the Owner otherwise requests an environmental inspection or review
      of such Mortgaged Property to be conducted by a qualified inspector the Servicer
      shall cause the Mortgaged Property to be so inspected at the Owner’s expense.
      Upon completion of the inspection, the Servicer shall promptly provide the
      Owner
      with a written report of the environmental inspection.

     

    Notwithstanding
      anything to the contrary contained herein, after reviewing the environmental
      inspection report, the Servicer shall in accordance with Accepted Servicing
      Practices proceed with respect to the Mortgaged Property; provided, that
      Servicer may determine in its sole discretion that it will not proceed with
      a
      foreclosure or acceptance of a deed in lieu of foreclosure with respect to
      a
      Mortgaged Property that has been determined to be contaminated by hazardous
      or
      toxic substances or wastes and with respect to which Servicer would be expected
      to take title in its own name. In the event (a) the environmental inspection
      report indicates that the Mortgaged Property is contaminated by hazardous or
      toxic substances or wastes and (b) the Owner directs the Servicer to proceed
      with foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer
      shall be reimbursed for all reasonable costs associated with such foreclosure
      or
      acceptance of a deed in lieu of foreclosure and any related environmental clean
      up costs, as applicable, from the related Liquidation Proceeds, or if the
      Liquidation Proceeds are insufficient to fully reimburse the Servicer, the
      Servicer shall be entitled to be reimbursed from amounts in the Custodial
      Account pursuant to Section 2.05 hereof. In the event the Owner directs the
      Servicer not to proceed with foreclosure or acceptance of a deed in lieu of
      foreclosure, the Servicer shall be reimbursed for all Servicing Advances made
      with respect to the related Mortgaged Property from the Custodial Account
      pursuant to Section 2.05 hereof.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    With
      respect to any Mortgage Loan that is collateralized by a Mortgaged Property
      and
      the Servicer is not proceeding to liquidation as a result of environmental
      contamination, the Servicer shall be entitled to be reimbursed for its Servicing
      Advances from amounts in the Custodial Account pursuant to Section 2.05
      hereof.

     

    Section
      2.03  Collection
      of Mortgage Loan Payments.

     

    Following
      the date of this Agreement until the date each Mortgage Loan ceases to be
      subject to this Agreement, the Servicer shall proceed diligently to collect
      all
      payments due under each of the related Mortgage Loans when the same shall become
      due and payable and shall take reasonable care in ascertaining and estimating
      Escrow Payments, to the extent applicable, and all other charges that will
      become due and payable with respect to the Mortgage Loans and each related
      Mortgaged Property, to the extent that the installments payable by the
      Mortgagors will be sufficient to pay such charges as and when they become due
      and payable.

     

    Section
      2.04  Establishment
      of and Deposits to Custodial Account.

     

    The
      Servicer shall segregate and hold all funds collected and received pursuant
      to
      the Mortgage Loans separate and apart from any of its own funds and general
      assets and shall establish one or more Custodial Accounts, in the form of time
      deposit or demand accounts, titled “GMAC Mortgage, LLC, in trust for DB
      Structured Products, Inc. re: Fixed and Adjustable Rate Residential Mortgage
      Loans”. The Custodial Account shall be established with a Qualified Depository.
      Any funds deposited in the Custodial Account shall at all times be fully insured
      to the full extent permitted under applicable law and any amounts therein may
      be
      invested in Eligible Investments for the benefit of the Owner (with any income
      earned thereon for the benefit of the Servicer). The Servicer acknowledges
      and
      agrees that the Servicer shall bear any losses incurred with respect to Eligible
      Investments. The amount of any such losses shall be deposited within one (1)
      Business Day by the Servicer in the Custodial Account, as appropriate, out
      of
      the Servicer’s own funds, with no right to reimbursement therefor. The creation
      of any Custodial Account shall be evidenced by a certification in the form
      of
Exhibit
      2
      hereto,
      in the case of an account established with the Servicer, or by a letter
      agreement in the form of Exhibit
      3
      hereto,
      in the case of an account held by a depository other than the Servicer. A copy
      of such certification or letter agreement shall be furnished to the Owner prior
      to the initial Transfer Date and, upon request, to any subsequent
      Owner.

     

    The
      Servicer shall deposit in the Custodial Account no more than two (2) Business
      Days following receipt thereof, and retain therein, the following collections
      received by the Servicer and payments made by the Servicer after the applicable
      Transfer Date:

     

    
      	 	
              (i)

            	
              all
                payments on account of principal on the Mortgage Loans, including
                all
                Principal Prepayments;

            


    

     

    
      	 	
              (ii)

            	
              all
                payments on account of interest on the Mortgage
                Loans;

            


    

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              all
                Liquidation Proceeds and any amount received with respect to REO
                Property;

            


    

     

    
      	 	
              (iv)

            	
              all
                Insurance Proceeds including amounts required to be deposited pursuant
                to
                Section 2.10 (other than proceeds to be held in a suspense account
                and
                applied to the restoration or repair of the Mortgaged Property or
                released
                to the Mortgagor in accordance with Accepted Servicing Practices,
                the
                Mortgage Loan Documents or applicable
                law);

            


    

     

    
      	 	
              (v)

            	
              all
                Condemnation Proceeds affecting any Mortgaged Property which are
                not
                applied to the restoration or repair of the Mortgaged Property or
                released
                to the Mortgagor in accordance with Accepted Servicing Practices,
                the
                Mortgage Loan Documents or applicable
                law;

            


    

     

    
      	 	
              (vi)

            	
              any
                amount required to be deposited in the Custodial Account pursuant
                to
                Section 2.01, 2.09, 2.16, 3.01, or
                4.02;

            


    

     

    
      	 	
              (vii)

            	
              any
                Prepayment Charges received with respect to any Mortgage Loan;
                and

            


    

     

    
      	 	
              (viii)

            	
              any
                amounts required to be deposited by the Servicer pursuant to Section
                2.11
                in connection with the deductible clause in any blanket hazard insurance
                policy.

            


    

     

    The
      foregoing requirements for deposit into the Custodial Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, unless otherwise provided herein, payments in the nature
      of
      the Servicing Fee and Ancillary Income need not be deposited by the Servicer
      into the Custodial Account. Any interest paid on funds deposited in the
      Custodial Account by the depository institution or any other non-interest
      benefits shall accrue to the benefit of the Servicer and the Servicer shall
      be
      entitled to retain and withdraw such interest from the Custodial Account
      pursuant to Section 2.05 or retain such other benefits, as the case may
      be.

     

    Section
      2.05  Permitted
      Withdrawals From Custodial Account.

     

    Subject
      to Section 3.01, the Servicer shall be entitled to withdraw funds from the
      Custodial Account for the following purposes:

     

    
      	 	
              (i)

            	
              to
                make payments to the Owner in the amounts and in the manner provided
                Section 3.01;

            


    

     

    
      	 	
              (ii)

            	
              to
                pay to itself the Servicing Fee (to the extent the Servicer has not
                retained the Servicing Fee);

            


    

     

    
      	 	
              (iii)

            	
              to
                reimburse itself for unreimbursed Servicing Advances (except to the
                extent
                reimbursed pursuant to Section 2.07), any accrued but unpaid Servicing
                Fees, the Servicer’s right to reimburse itself pursuant to this subclause
                (iii) with respect to any Mortgage Loan being limited to related
                Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and
                such
                other amounts as may be collected by the Servicer from the Mortgagor
                or
                otherwise relating to such Mortgage Loan, it being understood that,
                in the
                case of any such reimbursement, the Servicer’s right thereto shall be
                prior to the rights of the Owner;

            


    

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              following
                the liquidation of a Mortgage Loan, to reimburse itself from amounts
                unrelated to the Mortgage Loan for any unpaid Servicing Fees to the
                extent
                not recoverable from Liquidation Proceeds, Insurance Proceeds or
                other
                amounts received with respect to the related Mortgage Loan under
                Section
                2.05(iii);

            


    

     

    
      	 	
              (v)

            	
              to
                reimburse itself for any unreimbursed Nonrecoverable Advances made
                by the
                Servicer in accordance with this
                Agreement;

            


    

     

    
      	 	
              (vi)

            	
              to
                invest funds in Eligible Investments in accordance with Section
                2.09;

            


    

     

    
      	 	
              (vii)

            	
              to
                remove funds inadvertently placed in the Custodial Account in error
                by the
                Servicer;

            


    

     

    
      	 	
              (viii)

            	
              to
                pay itself any interest earned on funds deposited in the Custodial
                Account
                (all such interest to be withdrawn monthly not later than each Remittance
                Date); and

            


    

     

    
      	 	
              (ix)

            	
              to
                clear and terminate the Custodial Account upon the termination of
                this
                Agreement.

            


    

     

    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
      Custodial Account pursuant to such subclauses (ii) - (viii) above. The Servicer
      shall provide written notification in the form of an Officer’s Certificate to
      the Owner, on or prior to the next succeeding Remittance Date, upon making
      any
      withdrawals from the Custodial Account pursuant to subclause (v)
      above.

     

    Section
      2.06 Establishment
      of and Deposits to Escrow Account. 

     

    The
      Servicer shall segregate and hold all funds collected and received pursuant
      to a
      Mortgage Loan constituting Escrow Payments separate and apart from any of its
      own funds and general assets and shall establish and maintain one or more Escrow
      Accounts, in the form of time deposit or demand accounts, titled, “GMAC
      Mortgage, LLC, in trust for Owners of Residential Fixed and Adjustable Rate
      Mortgage Loans, and various Mortgagors”. The Escrow Account shall be established
      with a Qualified Depository, in a manner which shall provide maximum available
      insurance thereunder. Funds deposited in the Escrow Accounts may be drawn on
      by
      the Servicer in accordance with Section 2.07. The creation of any Escrow Account
      shall be evidenced by a certification in the form of Exhibit
      4
      hereto,
      in the case of an account established with the Servicer, or by a letter
      agreement in the form of Exhibit
      5
      hereto,
      in the case of an account held by a depository other than the Servicer. A copy
      of such certification shall be furnished to the Owner no later than the initial
      Transfer Date and, upon request, to any subsequent Owner. 

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    The
      Servicer shall deposit in the Escrow Account or Accounts on a daily basis,
      and
      retain therein all Escrow Payments collected on account of the Mortgage Loans,
      for the purpose of effecting timely payment of any such items as required under
      the terms of this Agreement.

     

    The
      Servicer shall deposit in a suspense account on a daily basis, and retain
      therein all amounts representing Insurance Proceeds or Condemnation Proceeds
      which are to be applied to the restoration or repair of any Mortgaged Property.
      The suspense account shall be established with a Qualified Depository, in a
      manner which shall provide maximum available insurance thereunder.    

     

    The
      Servicer shall make withdrawals from the Escrow Account only to effect such
      payments as are required under this Agreement, as set forth in Section 2.07.
      The
      Servicer shall be entitled to retain any interest paid on funds deposited in
      the
      Escrow Account or a suspense account by the depository institution, other than
      interest on escrowed funds required by law to be paid to the Mortgagor. To
      the
      extent required by law, the Servicer shall pay from its own funds interest
      on
      escrowed funds to the Mortgagor notwithstanding that the Escrow Account may
      be
      non-interest bearing or that interest paid thereon is insufficient for such
      purposes.

     

    Section
      2.07 Permitted
      Withdrawals From Escrow Account.

     

    Withdrawals
      from the Escrow Account or Accounts may be made by the Servicer
      only:

     

    
      	 	
              (i)

            	
              to
                effect timely payments of ground rents, taxes, assessments, water
                rates,
                mortgage insurance premiums, condominium charges, fire and hazard
                insurance premiums or other items constituting Escrow Payments for
                the
                related Mortgage;

            


    

     

    
      	 	
              (ii)

            	
              to
                reimburse the Servicer for any Servicing Advance made by the Servicer
                pursuant to Section 2.10 with respect to a related Mortgage Loan,
                but only
                from amounts received on the related Mortgage Loan which represent
                late
                collections of Escrow Payments
                thereunder;

            


    

     

    
      	 	
              (iii)

            	
              to
                refund to any Mortgagor any funds found to be in excess of the amounts
                required under the terms of the related Mortgage Loan or applicable
                federal or state law or non-appealable judicial or administrative
                ruling;

            


    

     

    
      	 	
              (iv)

            	
              for
                transfer to the Custodial Account in connection with an acquisition
                of REO
                Property or application to reduce the principal balance of the Mortgage
                Loan in accordance with the terms of the related Mortgage and Mortgage
                Note;

            


    

     

    
      	 	
              (v)

            	
              for
                application to restoration or repair of the Mortgaged
                Property;

            


    

     

    
      	 	
              (vi)

            	
              to
                pay to the Servicer, or any Mortgagor to the extent required by law,
                any
                interest paid on the funds deposited in the Escrow
                Account;

            


    

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (vii)

            	
              to
                clear and terminate the Escrow Account on the termination of this
                Agreement; and

            


    

     

    
      	 	
              (viii)

            	
              to
                remove funds inadvertently placed in an Escrow Account in error by
                the
                Servicer.

            


    

     

    Section
      2.08 Payment
      of Taxes, Insurance and Other Charges.

     

    With
      respect to each Mortgage Loan that provides for Escrow Payments, the Servicer
      shall maintain accurate records reflecting the status of ground rents, taxes,
      assessments, water rates, sewer rents, and other charges which are or may become
      a lien upon the Mortgaged Property and the status fire and hazard insurance
      coverage and shall obtain, from time to time, all bills for the payment of
      such
      charges (including renewal premiums) and shall effect payment thereof prior
      to
      the applicable penalty or termination date, employing for such purpose deposits
      of the Mortgagor in the Escrow Account which shall have been estimated and
      accumulated by the Servicer in amounts sufficient for such purposes, as allowed
      under the terms of the Mortgage. 

     

    To
      the
      extent that any Mortgage Loan does not provide for Escrow Payments, the Servicer
      shall determine that any such payments are made by the Mortgagor. With respect
      to each Mortgage Loan, subject to Accepted Servicing Practices, the Servicer
      assumes full responsibility for the timely payment of all such bills and shall
      effect payments of all such bills irrespective of the Mortgagor’s faithful
      performance in the payment of same or the making of the Escrow Payments and
      shall make Servicing Advances from its own funds to effect such payments within
      the time period required to avoid penalties and interest and no later than
      to
      avoid the loss of the related Mortgaged Property by foreclosure from a tax
      or
      other lien. Servicer will have the tight to be reimbursed from the Mortgagor
      for
      such advances of taxes and delinquency penalties paid by Servicer in connection
      with the Mortgaged Property. Servicer may, at Servicer’s discretion and in
      accordance with applicable law, establish an escrow account for any Mortgagor
      that fails to pay taxes on the Mortgaged property in a timely manner.
      Notwithstanding the foregoing, if the Servicer determines that such Servicing
      Advance would be a Nonrecoverable Advance, the Servicer shall have no obligation
      to make such Servicing Advance. If Servicer fails to make a Servicing Advance
      with respect to any payment prior to the date on which any late payment
      penalties or costs related to protecting the lien accrue, except in the case
      of
      a Nonrecoverable Advance, the Servicer shall pay any such penalties or costs
      which accrued.

     

    With
      respect to each second lien Mortgage Loan, the Servicer shall use reasonable
      efforts, for the protection of the Owner’s interest, to file (or cause to be
      filed) of record a request for notice of any action by a known superior
      lienholder where permitted by local law and whenever applicable state law does
      not require that a junior lienholder be named as a party defendant in
      foreclosure proceedings in order to foreclose such junior lienholder’s equity of
      redemption. The Servicer shall also use reasonable efforts to notify any known
      superior lienholder in writing of the existence of the Mortgage Loan and request
      notification of any action (as described below) to be taken against the
      Mortgagor or the Mortgaged Property by the superior lienholder. 

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    If
      the
      Servicer is notified that any superior lienholder has accelerated or intends
      to
      accelerate the obligations secured by the superior lien, or has declared or
      intends to declare a default under the superior mortgage or the promissory
      note
      secured thereby, or has filed or intends to file an election to have the
      Mortgaged Property sold or foreclosed, the Servicer shall take whatever actions
      are necessary to protect the interests of the Owner, and/or to preserve the
      security of the related Mortgage Loan, subject to any requirements applicable
      to
      real estate mortgage investment conduits pursuant to the Code. The Servicer
      shall make a Servicing Advance of the funds necessary to cure the default or
      reinstate the superior lien if the Servicer determines that such Servicing
      Advance is in the best interests of the Owner. The Servicer shall not make
      such
      a Servicing Advance except to the extent that it determines in its reasonable
      good faith judgment that such advance will be recoverable from Liquidation
      Proceeds on the related Mortgage Loan. The Servicer shall thereafter take such
      action as is necessary to recover the amount so advanced.

     

    If
      the
      Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan
      on
      the related Mortgaged Property as of the related Cut-off Date, then the
      Servicer, in its capacity as interim servicer, may consent to the refinancing
      of
      the prior senior lien, provided that the following requirements are
      met:

     

    
      	 	
              (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, or, in the case of an adjustable rate existing senior
                lien,
                the maximum interest rate, for the loan evidencing the refinanced
                senior
                lien is no more than 2.0% higher than the interest rate or the maximum
                interest rate, as the case may be, on the loan evidencing the existing
                senior lien immediately prior to the date of such refinancing;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                loan evidencing the refinanced senior lien is not subject to negative
                amortization.

            


    

     

    Section
      2.09 Protection
      of Accounts.

     

    The
      Servicer may transfer the Custodial Account or the Escrow Account to a different
      Qualified Depository from time to time. Such transfer shall be made only upon
      obtaining the consent of the Owner, which consent shall not be withheld
      unreasonably. The Servicer shall notify the Owner in writing of any such
      transfer fifteen (15) Business Days prior to such transfer.

     

    The
      Servicer shall bear any expenses, losses or damages sustained by the Owner
      because the Custodial Account and/or Escrow Account are not demand deposit
      accounts.

     

    Amounts
      on deposit in the Custodial Account may at the option of the Servicer be
      invested in Eligible Investments. Any such Eligible Investment shall mature
      no
      later than one Business Day prior to the Remittance Date in each month;
      provided, however, that if such Eligible Investment is an obligation of a
      Qualified Depository (other than the Servicer) that maintains the Custodial
      Account, then such Eligible Investment may mature on the related Remittance
      Date. Any such Eligible Investment shall be made in the name of the Servicer
      in
      trust for the benefit of the Owner. All income on or gain realized from any
      such
      Eligible Investment shall be for the benefit of the Servicer and may be
      withdrawn at any time by the Servicer. Any losses incurred in respect of any
      such investment shall be deposited in the Custodial Account, by the Servicer
      out
      of its own funds immediately as realized with no right to reimbursement. If,
      at
      any time, the amount on deposit in the Custodial Account exceeds the amount
      of
      the applicable FDIC insurance, such excess above the amount of the applicable
      FDIC insurance shall be invested in Eligible Investments.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    All
      suspense and clearing accounts in which funds relating to the Mortgage Loans
      are
      deposited shall be established with a Qualified Depository, in a manner which
      shall provide maximum available insurance thereunder. 

     

    Section
      2.10 Maintenance
      of Hazard Insurance.

     

    The
      Servicer shall cause to be maintained for each first lien Mortgage Loan, hazard
      insurance in a amount required pursuant to the Fannie Mae Guides, such that
      all
      buildings upon the Mortgaged Property are insured by a generally acceptable
      insurer acceptable under the Fannie Mae Guides against loss by fire, hazards
      of
      extended coverage and such other hazards as are required to be insured pursuant
      to the Fannie Mae Guides. 

     

    If
      the
      Mortgaged Property is in an area identified in the Federal Register by the
      Federal Emergency Management Agency as being a special flood hazard area that
      has federally-mandated flood insurance requirements or required by the Flood
      Disaster Protection Act of 1973, as amended, each Mortgage Loan is, and shall
      continue to be, covered by a flood insurance policy meeting the requirements
      of
      the current guidelines of the Federal Insurance Administration in effect with
      a
      generally acceptable insurance carrier acceptable under the Fannie Mae Guides
      in
      an amount representing coverage not less than the lesser of (i) the aggregate
      unpaid principal balance of the Mortgage Loan, (ii) maximum amount of insurance
      which is available under the Flood Disaster Protection Act of 1973, as amended
      (regardless of whether the area in which such Mortgaged Property is located
      is
      participating in such program), and (iii) the full replacement value of the
      improvements which are part of such Mortgaged Property. 

     

    If
      a
      Mortgage is secured by a unit in a condominium project, the Servicer shall
      verify that the coverage required of the owner’s association, including hazard,
      flood, liability, and fidelity coverage, is being maintained in accordance
      with
      then current Fannie Mae requirements, and request from the owner’s association
      its agreement to notify the Servicer promptly of any change in the insurance
      coverage or of any condemnation or casualty loss that may have a material effect
      on the value of the Mortgaged Property as security.

     

    The
      Servicer shall cause to be maintained on each Mortgaged Property such other
      or
      additional insurance as may be required pursuant to such applicable laws and
      regulations as shall at any time be in force and as shall require such
      additional insurance, or pursuant to the requirements of any private mortgage
      guaranty insurer, or as may be required to conform with Accepted Servicing
      Practices.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that the Owner or the Servicer shall determine that the Mortgaged Property
      should be insured against loss or damage by hazards and risks not covered by
      the
      insurance required to be maintained by the Mortgagor pursuant to the terms
      of
      the Mortgage, the Servicer shall communicate and consult with the Mortgagor
      with
      respect to the need for such insurance and bring to the Mortgagor’s attention
      the desirability of protection of the Mortgaged Property.

     

    All
      policies required hereunder shall name the Servicer and its successors and
      assigns as a mortgagee and loss payee and shall be endorsed with non
      contributory standard or New York mortgagee clauses which shall provide for
      at
      least 30 days prior written notice of any cancellation, reduction in amount
      or
      material change in coverage.

     

    The
      Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting
      either his insurance carrier or agent, provided, however, that the Servicer
      shall not accept any such insurance policies from insurance companies unless
      such companies are acceptable pursuant to the Fannie Mae Guides and are licensed
      to do business in the jurisdiction in which the Mortgaged Property is located.
      The Servicer shall determine that such policies provide sufficient risk coverage
      and amounts as required pursuant to the Fannie Mae Guides, that they insure
      the
      property owner, and that they properly describe the property address. The
      Servicer shall furnish to the Mortgagor a formal notice of expiration of any
      such insurance in conformance with Servicer’s standard practices; provided,
      however, that in the event that no such notice is furnished by the Servicer,
      the
      Servicer shall ensure that replacement insurance policies (whether forced placed
      or other insurance policies) are in place with the required coverage and the
      Servicer shall be solely liable for any losses in the event coverage is not
      provided.

     

    Pursuant
      to Section 2.06, any amounts collected by the Servicer under any such policies
      (other than amounts to be deposited in the Escrow Account or held in a suspense
      account) and applied to the restoration or repair of the related Mortgaged
      Property, or property acquired in liquidation of the Mortgage Loan, or to be
      released to the Mortgagor, in accordance with Accepted Servicing Practices
      shall
      be deposited in the Custodial Account subject to withdrawal pursuant to Section
      2.05.

     

    Section
      2.11 Maintenance
      of Blanket Hazard Insurance Coverage.

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy insuring
      against losses arising from fire and hazards covered under extended coverage
      on
      all of the Mortgage Loans, then, to the extent such policy provides coverage
      in
      an amount equal to the amount required pursuant to Section 2.10 and otherwise
      complies with all other requirements of Section 2.10, it shall conclusively
      be
      deemed to have satisfied its obligations as set forth in Section 2.10.
      Notwithstanding the foregoing, the Servicer shall obtain and maintain a blanket
      insurance policy covering each second lien Mortgage Loan insuring against losses
      arising from fire, hazards of extended coverage and such other hazards as are
      required to be insured pursuant to the Fannie Mae Guide. Any amounts collected
      by the Servicer under any such policy relating to a Mortgage Loan shall be
      deposited in the Custodial Account subject to withdrawal pursuant to Section
      2.05. Such policy may contain a deductible clause, in which case, in the event
      that there shall not have been maintained on the related Mortgaged Property
      a
      policy complying with Section 2.10, and there shall have been a loss which
      would
      have been covered by such policy, the Servicer shall deposit in the Custodial
      Account at the time of such loss the amount not otherwise payable under the
      blanket policy because of such deductible clause, such amount to be deposited
      from the Servicer’s funds, without reimbursement therefor. Upon request of the
      Owner, the Servicer shall cause to be delivered to the Owner a certified true
      copy of such policy and a statement from the insurer thereunder that such policy
      shall in no event be terminated or materially modified without 30 days’ prior
      written notice to the Owner.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    Section
      2.12 Maintenance
      of Fidelity Bond and Errors and Omissions Insurance.

     

    The
      Servicer shall maintain with responsible companies that would meet the
      requirements of Fannie Mae, at its own expense, a blanket Fidelity Bond and
      an
      Errors and Omissions Insurance Policy, with broad coverage on all officers,
      employees or other persons acting in any capacity requiring such persons to
      handle funds, money, documents or papers relating to the Mortgage Loans
      (“Servicer
      Employees”).
      Any
      such Fidelity Bond shall be in the form of the Mortgage Banker’s Blanket Bond
      and any such Fidelity Bond and Errors and Omissions Insurance Policy shall
      protect and insure the Servicer against losses, including forgery, theft,
      embezzlement, fraud, errors and omissions and negligent acts of such Servicer
      Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also
      shall protect and insure the Servicer against losses in connection with the
      failure to maintain any insurance policies required pursuant to this Agreement
      and the release or satisfaction of a Mortgage Loan without having obtained
      payment in full of the indebtedness secured thereby. No provision of this
      Section 2.12 requiring such Fidelity Bond and Errors and Omissions Insurance
      Policy shall diminish or relieve the Servicer from its duties and obligations
      as
      set forth in this Agreement. The Servicer shall maintain minimum coverage
      amounts under any such Fidelity Bond and Errors and Omissions Insurance Policy
      acceptable to Fannie Mae and Freddie Mac. Upon the request of the Owner, the
      Servicer shall cause to be delivered to the Owner a certified true copy of
      such
      Fidelity Bond and Errors and Omissions Insurance Policy and shall obtain a
      statement from the surety and the insurer that such Fidelity
      Bond and Errors and Omissions Insurance Policy shall
      in
      no event be terminated or materially modified without thirty days prior written
      notice to the Owner. The Servicer shall notify the Owner within five (5)
      Business Days of receipt of notice that such Fidelity Bond and Errors and
      Omissions Insurance Policy will be, or has been, materially modified or
      terminated. 

     

    Section
      2.13 Inspections.

     

    The
      Servicer shall inspect the Mortgaged Property as often as is deemed necessary
      by
      the Servicer to assure itself that the value of the Mortgaged Property is being
      preserved; provided that, if any Mortgage Loan is more than 45 days delinquent,
      the Servicer shall within ten (10) days inspect the Mortgaged Property and
      shall
      conduct subsequent inspections as often as is deemed necessary by the Servicer
      to assure itself that the value of the Mortgaged Property is being preserved
      in
      accordance with Accepted Servicing Practices; provided further that if the
      Servicer determines that any Mortgage Property is vacant, the Servicer shall
      within five (5) days inspect the Mortgaged Property and shall conduct subsequent
      inspections approximately every thirty (30) days, but no more than thirty-five
      (35) days after the prior inspection, to assure itself that the value of the
      Mortgaged Property is being preserved in accordance with Accepted Servicing
      Practices. The Servicer shall maintain appropriate records of each such
      inspection.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    Section
      2.14 Restoration
      of Mortgaged Property.

     

    The
      Servicer need not obtain the approval of the Owner prior to releasing any
      Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied
      to
      the restoration or repair of the Mortgaged Property if such release is in
      accordance with Accepted Servicing Practices and the terms of this Agreement.
      At
      a minimum, the Servicer shall comply with the following conditions in connection
      with any such release of Insurance Proceeds or Condemnation
      Proceeds:

     

    
      	 	
              (i)

            	
              the
                Servicer shall receive satisfactory independent verification of completion
                of repairs and issuance of any required approvals with respect
                thereto;

            


    

     

    
      	 	
              (ii)

            	
              the
                Servicer shall take all steps necessary to preserve the priority
                of the
                lien of the Mortgage, including, but not limited to requiring waivers
                with
                respect to mechanics’ and materialmen’s
                liens;

            


    

     

    
      	 	
              (iii)

            	
              the
                Servicer shall verify that the Mortgage Loan is not in default;
                and

            


    

     

    
      	 	
              (iv)

            	
              pending
                repairs or restoration, the Servicer shall place the Insurance Proceeds
                or
                Condemnation Proceeds in a suspense
                account.

            


    

     

    If
      the
      Owner is named as an additional loss payee, the Servicer is hereby empowered
      to
      endorse any loss draft issued in respect of such a claim in the name of the
      Owner.

     

    Section
      2.15 Charged-Off
      Mortgage Loans.

     

    The
      Owner
      may transfer the servicing from the Servicer without cause to a successor
      servicer for any Charged-Off Mortgage Loan and shall be liable for (A) all
      related shipping costs and expenses of transfer (including, but not limited
      to,
      costs and expenses associated with (i) preparing, delivering and/or recording
      assignments, or (ii) effecting beneficiary name changes on Mortgage Loans
      registered with MERS, each as applicable), (B) amounts due under Section 6.02(b)
      or (C) any other fees that are out of the ordinary in connection with such
      servicing transfer; provided, however, that Owner is notified of such fees
      and
      approves of fees in writing. Owner shall not be liable for the Deboarding Fee
      and Termination Fee of any Charged-Off Mortgage Loan transferred without cause.
      

     

    Section
      2.16 Title,
      Management and Disposition of REO Property.

     

    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 taken in the
      name of the Servicer or in the event the Servicer is not authorized or permitted
      to hold title to real property in the state where the REO Property is located,
      or would be adversely affected under the “doing business” or tax laws of such
      State by so holding title, the deed or certificate of sale shall be taken in
      the
      name of such Person or Persons as shall be consistent with an opinion of counsel
      obtained by the Servicer from an attorney duly licensed to practice law in
      the
      state where the REO Property is located. Any such Person or Persons holding
      such
      title other than the Owner shall acknowledge in writing that such title is
      being
      held as nominee for the benefit of the Owner.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    The
      Servicer shall notify the Owner of each acquisition of REO Property upon such
      acquisition, and thereafter assume the responsibility for marketing such REO
      Property in accordance with Accepted Servicing Practices. Thereafter, the
      Servicer shall continue to provide certain administrative services to the Owner
      relating to such REO Property as set forth in this Section 2.15. If a
      period longer than one year is necessary to sell any REO Property, the Servicer
      shall report monthly to the Owner as to progress being made in selling such
      REO
      Property.

     

    The
      Servicer shall manage, conserve, protect and operate each REO Property for
      the
      Owner solely for the purpose of its prompt disposition and sale. The Servicer,
      either itself or through an agent selected by the Servicer, shall manage,
      conserve, protect and operate the REO Property in the same manner that it
      manages, conserves, protects and operates other foreclosed property for its
      own
      account, and in the same manner that similar property in the same locality
      as
      the REO Property is managed. The Servicer shall attempt to sell the same (and
      may temporarily rent the same for a period not greater than one year, except
      as
      otherwise provided herein) on such terms and conditions as the Servicer deems
      to
      be in the best interest of the Owner. The REO Disposition Proceeds from the
      sale
      of the REO Property shall be promptly deposited in the Custodial Account and
      shall be separately identified from all other funds deposited or to be deposited
      in such Custodial Account. As soon as practical thereafter, the expenses of
      such
      sale shall be paid and the Servicer shall reimburse itself for any related
      Servicing Advances and unpaid Servicing Fees. 

     

    The
      Servicer shall use its commercially reasonable efforts to dispose of the REO
      Property as soon as possible and shall sell such REO Property in any event
      within one year after title has been taken to such REO Property, unless the
      Servicer determines, and gives an appropriate notice to the Owner to such
      effect, that a longer period is necessary for the orderly liquidation of such
      REO Property. If a period longer than one year is permitted under the foregoing
      sentence and is necessary to sell any REO Property, the Servicer shall report
      monthly to the Owner as to the progress being made in selling such REO
      Property.

     

    The
      Servicer shall also maintain on each REO Property fire and hazard insurance
      with
      extended coverage in an amount which is at least equal to the maximum insurable
      value of the improvements which are a part of such property, liability insurance
      and, to the extent required and available under the Flood Disaster Protection
      Act of 1973, as amended, flood insurance in the amount required in Section
      2.10
      hereof.

     

    The
      disposition of REO Property shall be carried out by the Servicer at such price,
      and upon such terms and conditions, as the Servicer deems to be in the best
      interests of the Owner. The proceeds of sale of the REO Property shall be
      promptly deposited in the Custodial Account. As soon as practical thereafter,
      the expenses of such sale shall be paid and the Servicer shall reimburse itself
      for any related unreimbursed Servicing Advances and unpaid Servicing Fees made
      pursuant to this Section, and on the Remittance Date immediately following
      the
      Principal Prepayment Period in which such sale proceeds are received the net
      cash proceeds of such sale remaining in the Custodial Account shall be
      distributed to the Owner.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    With
      respect to each REO Property, the Servicer shall hold all funds collected and
      received in connection with the operation of the REO Property in the Custodial
      Account. The Servicer shall cause to be deposited on a daily basis within two
      (2) Business Days of receipt thereof in each Custodial Account all revenues
      received with respect to the conservation and disposition of the related REO
      Property.

     

    Section
      2.17 Permitted
      Withdrawals with Respect to REO Property.

     

    The
      Servicer shall withdraw funds on deposit in the Custodial Account with respect
      to each related REO Property necessary for the proper operation, management
      and
      maintenance of the REO Property, including the cost of maintaining any hazard
      insurance pursuant to Section 2.10. The Servicer shall make monthly
      distributions on each Remittance Date to the Owner of the net cash flow from
      the
      REO Property (which shall equal the revenues from such REO Property net of
      the
      expenses described in this Section 2.16 and of any reserves reasonably required
      from time to time to be maintained to satisfy anticipated liabilities for such
      expenses).

     

    Section
      2.18 Real
      Estate Owned Reports.

     

    Together
      with the statement furnished pursuant to Section 2.19, the Servicer shall
      furnish to the Owner on or before the 5th Business Day of each month a statement
      with respect to any REO Property covering the operation of such REO Property
      for
      the previous month and the Servicer’s efforts in connection with the sale of
      such REO Property and any rental of such REO Property incidental to the sale
      thereof for the previous month. That statement shall be accompanied by such
      other information as the Owner shall reasonably request.

     

    Section
      2.19 Liquidation
      Reports.

     

    Upon
      the
      foreclosure sale of any Mortgaged Property or the acquisition thereof by the
      Owner pursuant to a deed in lieu of foreclosure, the Servicer shall submit,
      together with the statement furnished pursuant to Section 2.18, to the Owner
      a
      liquidation report with respect to such Mortgaged Property in such form
      substantially similar to Exhibit
      16.

     

    Section
      2.20 Reports
      of Foreclosures and Abandonments of Mortgaged Property.

     

    Following
      the foreclosure sale or abandonment of any Mortgaged Property, the Servicer
      shall report such foreclosure or abandonment as required pursuant to Section
      6050J of the Code.

     

    Section
      2.21 Notification
      of Adjustments.

     

    With
      respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the
      Mortgage Interest Rate on the related Interest Rate Adjustment Date in
      compliance with the related Mortgage and Mortgage Note and the requirements
      of
      applicable law. The Servicer shall execute and deliver any and all necessary
      notices required under applicable law and the terms of the related Mortgage
      Note
      and Mortgage regarding the Mortgage Interest Rate and the Monthly Payment
      adjustments. The Servicer shall promptly upon written request thereof, deliver
      to the Owner any applicable data regarding such adjustments and the methods
      used
      to calculate and implement such adjustments. Upon the discovery by the Servicer
      that a prior adjustment to a Mortgage Interest Rate was not calculated properly,
      Servicer shall notify Owner within two (2) Business Days of such error. Upon
      the
      discovery by the Servicer or the Owner that the Servicer has failed to adjust
      a
      Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the related
      Mortgage Note and Mortgage, the Servicer shall immediately deposit in the
      Custodial Account from its own funds the amount of any interest loss caused
      thereby without reimbursement therefor.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    Section
      2.22 Maintenance
      of PMI Policies.

     

    With
      respect to each Mortgage Loan subject to a PMI Policy on the related Transfer
      Date, the Servicer shall maintain or cause the Mortgagor to maintain (to the
      extent that the Mortgage Loan requires the Mortgagor to maintain such insurance)
      in full force and effect a PMI Policy, and shall pay or shall cause the
      Mortgagor to pay the premium thereon on a timely basis, until the LTV of such
      Mortgage Loan is reduced to 80% or such PMI Policy can no longer be required
      by
      applicable law. The Servicer will not cancel or refuse to renew any Primary
      Mortgage Insurance Policy that is required to be kept in force under this
      Agreement unless a replacement Primary Mortgage Insurance Policy or LPMI Policy
      for such canceled or nonrenewed policy is obtained from and maintained with
      a
      Qualified Insurer. The Servicer shall not take any action which would result
      in
      noncoverage under any applicable PMI Policy of any loss which, but for the
      actions of the Servicer would have been covered thereunder. In connection with
      any assumption or substitution agreements entered into or to be entered into
      with respect to a Mortgage Loan, the Servicer shall promptly notify the insurer
      under the related PMI Policy, if any, of such assumption or substitution of
      liability in accordance with the terms of such PMI Policy and shall take all
      actions which may be required by such insurer as a condition to the continuation
      of coverage under such PMI Policy. If such Primary Mortgage Insurance Policy
      is
      terminated as a result of such assumption or substitution of liability, the
      Servicer shall obtain a replacement Primary Mortgage Insurance Policy as
      provided above.

     

    The
      Servicer shall comply with all provisions of applicable state and federal law
      relating to the cancellation of, or collection of premiums with respect to,
      PMI
      Policies, including, but not limited to, the provisions of the Homeowners
      Protection Act of 1998, and all regulations promulgated thereunder, as amended
      from time to time. The Servicer shall be obligated to make premium payments
      with
      respect to (i) LPMI Policies, which shall be paid out of the interest portion
      of
      the related monthly payment or, if a monthly payment is not made, from the
      Servicer’s own funds and (ii) PMI Policies required to be maintained by the
      Mortgagor, if the Mortgagor is required but fails to pay any PMI Policy premium,
      which shall be paid from the Servicer’s own funds. Any premium payments made by
      the Servicer from its own funds pursuant to this Section 2.22 shall be
      recoverable by the Servicer as a Servicing Advance.

     

    With
      respect to each Mortgage Loan covered by a PMI Policy or LPMI Policy, the
      Servicer shall take all such actions on behalf of the Owner as are necessary
      to
      service, maintain and administer the related Mortgage Loan in accordance with
      such Policy and to enforce the rights under such Policy. Except as expressly
      set
      forth herein, the Servicer shall have full authority on behalf of the Owner
      to
      do anything it deems appropriate or desirable in connection with the servicing,
      maintenance and administration of such Policy; provided that the Servicer shall
      not take any action to permit any modification or assumption of a Mortgage
      Loan
      covered by a LPMI or PMI Policy, or take any other action with respect to such
      Mortgage Loan, which would result in non-coverage under such Policy of any
      loss
      which, but for actions of the Servicer, would have been covered thereunder.
      The
      Servicer shall cooperate with the PMI insurers and shall furnish all reasonable
      evidence and information in the possession of the Servicer to which the Servicer
      has access with respect to the related Mortgage Loan.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    In
      connection with its activities as servicer, the Servicer agrees to prepare
      and
      present, on behalf of itself and the Owner, claims to the insurer under any
      PMI
      Policy or LPMI Policy in a timely fashion in accordance with the terms of such
      PMI Policy or LPMI Policy and, in this regard, to take such action as shall
      be
      necessary to permit recovery under any PMI Policy or LPMI Policy respecting
      a
      defaulted Mortgage Loan. Any amounts collected by the Servicer under any PMI
      Policy or LPMI Policy shall be deposited in the Custodial Account. 

     

    ARTICLE
      III.

     

    PAYMENTS
      TO OWNER

     

    Section
      3.01 Remittances. 

     

    On
      each
      Remittance Date the Servicer shall remit by wire transfer of immediately
      available funds to the Owner all amounts deposited in the Custodial Account
      as
      of the close of business on the related preceding Determination Date (net of
      charges against or withdrawals from the Custodial Account pursuant to Section
      2.05). Notwithstanding the foregoing, in the event a Mortgage Loan, other than
      a
      Mortgage Loan included in a Reconstitution, pays off in full, Servicer shall
      remit the funds associated with such paid off Mortgage Loan to Owner within
      five
      (5) Business Days of its receipt thereof.

     

    With
      respect to any funds deposited in the Custodial Account after the Business
      Day
      following the Business Day on which such deposit was required to be made, the
      Servicer shall pay to the Owner interest on any such late payment at an annual
      rate equal to the Prime Rate, adjusted as of the date of each change, plus
      two
      and a half (2.5) percentage points, but in no event greater than the maximum
      amount permitted by applicable law. Such interest shall be deposited in the
      Custodial Account by the Servicer on the date such late payment is made and
      shall cover the period commencing with the day following the Business Day on
      which such payment was due and ending with the Business Day on which such
      payment is made, both inclusive. Such interest shall be remitted along with
      the
      distribution payable on the next succeeding Remittance Date. The payment by
      the
      Servicer of any such interest shall not be deemed an extension of time for
      payment or a waiver of any Event of Default by the Servicer.

     

    Section
      3.02 Advances
      by Servicer.

     

    Except
      as
      otherwise provided herein, the Servicer shall be entitled to first priority
      reimbursement pursuant to Section 2.05 hereof for Servicing Advances from
      recoveries from the related Mortgagor or from all Liquidation Proceeds and
      other
      payments or recoveries (including Insurance Proceeds and Condemnation Proceeds)
      with respect to the related Mortgage Loan. The Servicer shall have no obligation
      to advance principal or interest payments not collected from
      Mortgagors.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV.

     

    GENERAL
      SERVICING PROCEDURES

     

    Section
      4.01 Transfers
      of Mortgaged Property.

     

    The
      Servicer shall be required to enforce any “due-on-sale” provision contained in
      any Mortgage or Mortgage Note and to deny assumption by the person to whom
      the
      Mortgaged Property has been or is about to be sold whether by absolute
      conveyance or by contract of sale, and whether or not the Mortgagor remains
      liable on the Mortgage and the Mortgage Note. When the Mortgaged Property has
      been conveyed by the Mortgagor, the Servicer shall, to the extent it has
      knowledge of such conveyance, exercise its rights to accelerate the maturity
      of
      such Mortgage Loan under the “due-on-sale” clause applicable thereto, provided,
      however, that the Servicer shall not exercise such rights if prohibited by
      law
      or the terms of the Mortgage Note from doing so or if the exercise of such
      rights would impair or threaten to impair any recovery under the related Primary
      Mortgage Insurance Policy or LPMI Policy, if any.

     

    If
      the
      Servicer reasonably believes it is unable under applicable law to enforce such
      “due-on-sale” clause, the Servicer, shall, to the extent permitted by applicable
      law, enter into (i) an assumption and modification agreement with the person
      to
      whom such property has been conveyed, pursuant to which such person becomes
      liable under the Mortgage Note and, to the extent permitted by applicable State
      law, the Mortgagor remains liable thereon or (ii) in the event the Servicer
      is
      unable under applicable law to require that the original Mortgagor remain liable
      under the Mortgage Note and the Servicer has the prior consent of the primary
      mortgage guarantee insurer, a substitution of liability agreement with the
      purchaser of the Mortgaged Property pursuant to which the original Mortgagor
      is
      released from liability and the purchaser of the Mortgaged Property is
      substituted as Mortgagor and becomes liable under the Mortgage Note. If an
      assumption fee is collected by the Servicer for entering into an assumption
      agreement, such fee will be retained by the Servicer as additional servicing
      compensation. In connection with any such assumption, neither the Mortgage
      Interest Rate borne by the related Mortgage Note, the term of the Mortgage
      Loan
      nor the outstanding principal amount of the Mortgage Loan shall be changed.
      The
      Servicer shall notify the Owner that any such substitution of liability or
      assumption agreement has been completed and forward to the Custodian the
      original of any such substitution of liability or assumption agreement, which
      document shall be added to the related Mortgage Loan Documents and shall, for
      all purposes, be considered a part of such related Mortgage File to the same
      extent as all other documents and instruments constituting a part
      thereof.

     

    To
      the
      extent that any Mortgage Loan is assumable, the Servicer shall inquire
      diligently into the creditworthiness of the proposed transferee, and shall
      follow Accepted Servicing Practices including but not limited to Servicer
      conducting a review of the credit and financial capacity of the individual
      receiving the property, and may approve the assumption if it believes the
      recipient is capable of assuming the mortgage obligations. If the credit of
      the
      proposed transferee does not satisfy the relevant underwriting criteria and
      the
      transfer of ownership actually occurs, the Servicer diligently shall, to the
      extent permitted by the Mortgage or the Mortgage Note and by applicable law,
      accelerate the maturity of the Mortgage Loan.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    Section
      4.02 Satisfaction
      of Mortgages and Release of Mortgage Files.

     

    Upon
      the
      payment in full of any Mortgage Loan, the Servicer shall notify the Owner in
      the
      Monthly Remittance Advice as provided in Section 3.02, and request the release
      of any Mortgage Loan Documents from the Owner in accordance with this Section
      4.02 hereof. Upon receipt of such certification and request, the Owner shall
      promptly release or cause the Custodian to promptly release the related Mortgage
      Loan Documents to the Servicer and the Servicer shall prepare and deliver for
      execution by the Owner or at the Owner’s option execute under the authority of a
      power of attorney delivered to the Servicer by the Owner any satisfaction or
      release. No expense incurred in connection with any instrument of satisfaction
      or deed of reconveyance shall be chargeable to the Custodial
      Account.

     

    If
      in
      connection with a Mortgagor’s payoff or attempted payoff of a Mortgage Loan the
      Servicer satisfies or releases such Mortgage without first having obtained
      payment in full of the indebtedness secured by the Mortgage, the Servicer shall
      deposit the amount of any shortfall thereof in the Custodial Account within
      one
      (1) Business Day of learning of such satisfaction or release. 

     

    If
      the
      Servicer (other than as set forth in the immediately preceding paragraph)
      satisfies or releases a Mortgage without first having obtained payment in full
      of the indebtedness secured by the Mortgage, and provided that the Mortgagor
      continues to make all required payments and Servicer is able to reasonably
      demonstrate that it will be able to cause the amount of the unpaid indebtedness
      to be reinstated and secured under the related Mortgage, the Servicer shall
      have
      thirty (30) days from learning of such satisfaction or release to cure such
      error before Servicer shall have to deposit such shortfall. 

     

    The
      Servicer shall maintain the Fidelity Bond and Errors and Omissions Insurance
      Policy as provided for in Section 2.12 insuring the Servicer against any loss
      it
      may sustain with respect to any Mortgage Loan not satisfied in accordance with
      the procedures set forth herein.

     

    From
      time
      to time and as appropriate for the servicing or foreclosure of the Mortgage
      Loans, including for the purpose of collection under any Primary Mortgage
      Insurance Policy or LPMI Policy, upon request of the Servicer and delivery
      to
      the Custodian and the Owner of a servicing receipt signed by a servicing
      officer, the Custodian and the Owner shall release that portion of the Mortgage
      Loan Documents held by the Custodian and the Owner to the Servicer. Such
      servicing receipt shall obligate the Servicer to promptly return the related
      Mortgage Loan Documents to the Custodian and the Owner, when the need therefor
      by the Servicer no longer exists, unless the Mortgage Loan has been liquidated
      and the Liquidation Proceeds relating to the Mortgage Loan have been deposited
      in the Custodial Account or such documents have been delivered to an attorney,
      or to a public trustee or other public official as required by law, for purposes
      of initiating or pursuing legal action or other proceedings for the foreclosure
      of the Mortgaged Property either judicially or non-judicially, and the Servicer
      has promptly delivered to the Owner or the Custodian a certificate of a
      servicing officer certifying as to the name and address of the Person to which
      such documents were delivered and the purpose or purposes of such delivery.
      Upon
      receipt of a certificate of a servicing officer stating that such Mortgage
      Loan
      was liquidated, the servicing receipt shall be released by the Owner or the
      Custodian, as applicable, to the Servicer.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    Section
      4.03 Servicing
      Compensation.

     

    As
      consideration for servicing the Mortgage Loans pursuant to this Agreement,
      the
      Servicer shall be entitled to retain the applicable Servicing Fee from payments
      on the Mortgage Loans or to withdraw the applicable Servicing Fee with respect
      to each Mortgage Loan from the Custodial Account pursuant to Section 2.05
      hereof. In addition to the Servicing Fee, the Owner also agrees to pay (when
      applicable) the various fees and charges indicated in the Term Sheet.
      Notwithstanding the foregoing, the Servicer shall have the right to adjust
      the
      Monthly Loan Service Fee (as specified in the Term Sheet) as of the first day
      of
      each anniversary of the date of this Agreement, and annually thereafter, based
      on CPI plus one percent (1.0%).

     

    Additional
      servicing compensation in the form of Ancillary Income shall be retained by
      the
      Servicer to the extent not required to be deposited in the Custodial Account.
      The Servicer shall be required to pay all expenses incurred by it in connection
      with its servicing activities hereunder and shall not be entitled to
      reimbursement thereof except as specifically provided for herein.

     

    Section
      4.04 Annual
      Statement as to Compliance.

     

    The
      Servicer shall deliver to the Owner, on or before March 15th of each year
      beginning March 1, 2008, and on the final Transfer Date, an Officer’s
      Certificate, stating that (i) a review of the activities of the Servicer during
      the preceding calendar year and of performance under this Agreement has been
      made under such officer’s supervision, and (ii) to the best of such officer’s
      knowledge, based on such review, the Servicer has fulfilled all its obligations
      under this Agreement throughout such year, or, if there has been a default
      in
      the fulfillment of any such obligation, specifying each such default known
      to
      such officer and the nature and status thereof and the action being taken by
      the
      Servicer to cure such default.

     

    Section
      4.05 Annual
      Independent Public Accountants’ Servicing Report.

     

    On
      or
      before March 15th of each year beginning March 1, 2008, the Servicer, at its
      expense, shall cause a firm of independent public accountants which is a member
      of the American Institute of Certified Public Accountants to furnish a statement
      to the Owner to the effect that such firm has examined certain documents and
      records relating to the Servicer’s servicing of mortgage loans of the same type
      as the Mortgage Loans pursuant to servicing agreements substantially similar
      to
      this Agreement, which agreements may include this Agreement (such statement
      to
      have attached thereto a schedule setting forth the agreements covered thereby),
      and that, on the basis of such examination conducted substantially in compliance
      with the Uniform Single Attestation Program for Mortgage Bankers, such firm
      is
      of the opinion that the Servicer’s overall servicing operations have been
      conducted in compliance with the Uniform Single Attestation Program for Mortgage
      Bankers except for such exceptions that, in the opinion of such firm, the
      Uniform Single Attestation Program for Mortgage Bankers requires it to report,
      in which case such exceptions shall be set forth in such statement.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    On
      or
      before March 15th of each year beginning March 1, 2008, the Servicer, at its
      expense, shall cause a nationally recognized firm of independent certified
      public accountants which is a member of the American Institute of Certified
      Public Accountants to furnish its Statement of Auditing Standards (“SAS”) 70
      Report (Report on the Processing of Transactions by Service Organizations)
      to
      the Owner that has been prepared by such firm for the Servicer’s mortgage
      operations.

     

    Section
      4.06 Right
      to Examine Servicer Records.

     

    The
      Owner
      shall have the right to examine and audit any and all of the books, records,
      or
      other information of the Servicer, whether held by the Servicer or by another
      on
      its behalf, with respect to or concerning this Agreement or the Mortgage Loans,
      during normal business hours or as otherwise acceptable to the Servicer, upon
      reasonable notice to the Servicer, during business hours or at such other times
      as might be reasonable under applicable circumstances.

     

    The
      Servicer shall provide to the Owner and any supervisory agents or examiners
      representing a State or Federal governmental agency having jurisdiction over
      the
      Owner, including but not limited to the OTS, FDIC and other similar entities,
      access to any documentation regarding the Mortgage Loans in the possession
      of
      the Servicer which may be required by any applicable regulations. Such access
      shall be afforded without charge, upon reasonable request, during normal
      business hours and at the offices of the Servicer, and in accordance with the
      applicable Federal government agency, FDIC, OTS, or any other similar
      regulations.

     

    Section
      4.07 Compliance
      with Gramm-Leach-Bliley Act of 1999.

     

    With
      respect to each Mortgage Loan and the related Mortgagor, each party shall as
      required comply with Title V of the Gramm-Leach-Bliley Act of 1999 and all
      applicable regulations promulgated thereunder, and shall provide all notices
      required of the party thereunder.

     

    Section
      4.08 Losses
      and Expenses.

     

    (a) Subject
      to Section 4.08(b) and (c) hereof (and except as may otherwise be expressly
      provided in this Agreement), Owner shall remain responsible, as between Owner
      and Servicer, for losses related to Owner’s investment in the Servicing Rights
      or, as applicable, the Mortgage Loans owned by Owner, as distinct from (and
      which shall not include) costs and expenses related to the performance of the
      servicing duties delegated to Servicer hereunder, for which Servicer shall
      be
      responsible. Losses of the type referred to above for which Owner shall remain
      responsible include, but are not limited to: investor repurchase demands,
      Recourse Obligations, pool insurance premiums, special hazard insurance
      premiums, earthquake losses, losses resulting from the absence or inadequacy
      of
      hazard insurance or flood insurance for a Mortgaged Property in accordance
      with
      Accepted Servicing Practices, foreclosure losses, REO losses, VA No-Bid
      Instructions, VA partial guaranties, interest shortfalls due to timing of
      prepayments and liquidations required under the terms of the Fannie Mae Guides,
      which are in excess of the amounts specified in Section 2.04(ii), Servicing
      Advances, Nonrecoverable Advances and Catastrophic Advances, including, without
      limitation, those that may be required in connection with the Servicemembers
      Civil Relief Act.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    (b) Owner
      shall reimburse Servicer for the following reimbursable expenses (“Reimbursable
      Expenses”): (i) any out-of-pocket expense Servicer incurs with the prior
      approval of Owner in connection with its servicing and administrative
      obligations set forth in this Agreement to the extent such expense is not
      ordinary to the servicing function (but not including salaries, rent and other
      general operating expenses of Owner normally classified as overhead); (ii)
      expenses that Owner has expressly agreed to pay or be liable for hereunder;
      and
      (iii) expenses incurred in connection with the performance by Servicer at the
      request of Owner of any activity that is not specifically required to be
      performed by Servicer under this Agreement and is not reasonably ancillary
      to
      any specific requirements of Owner under this Agreement. Except as otherwise
      expressly provided in this Agreement, each Party shall pay its own expenses
      incurred in connection with the preparation of and performance under this
      Agreement, including, without limitation, its own legal fees and expenses of
      preparing and delivering the notices, documents, reports, accountings and any
      other information required of it hereunder. 

     

    Out-of-pocket
      collection expenses incurred by Servicer to and billed by third parties on
      a
      monthly basis that will be reimbursed by Owner without approval of Owner include
      Reimbursable Expenses associated with the following: appraisals (pre- and
      post-foreclosure), title work, attorney fees (foreclosure, bankruptcy, and
      other), legal filing fees, inspection fees (interviews, drive-bys, clean out
      inspections after vacated, professional services such as property surveys,
      repair inspections, Environmental Protection Agency inspections, etc.), property
      maintenance (utilities, lawn care, snow removal, securing costs, repairs,
      winterization, removal of debris, clean-up after vacated), condominium expenses
      (condo fees, association fees, etc.), insurance (premiums and deductibles),
      taxes (property, estate, assessments), photographs and, loss
      drafts,.

     

    
      	 	
              (c)

            	
              (i)

            	
              If
                applicable, Owner shall be solely responsible for all guaranty fees,
                credit enhancement fees, custodial fees (and related shipping costs),
                and
                trustee fees.

            


    

    


    
      	 	
              (ii)

            	
              Except
                as otherwise expressly set forth in this Agreement, Servicer shall
                be
                solely responsible for the direct and indirect internal and administrative
                costs associated with its obligations as subservicer of the Mortgage
                Loans
                hereunder, said costs to include but not be limited to: personnel,
                facilities; supplies; mailing and electronic data processing) system
                expenses, regardless of whether Servicer elects to contract with
                third
                party vendors to perform all or any portion of such internal and
                administrative functions. Servicer shall pay interest due to Mortgagors
                on
                amounts held in tax and insurance escrow accounts in accordance with
                Accepted Servicing Practices.

            


    

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V.

     

    SERVICER
      TO COOPERATE

     

    Section
      5.01 Statements
      to Owner.

     

    During
      the term of this Agreement, the Servicer shall furnish to the Owner all reports
      required hereunder, including those set forth on Exhibit
      17
      hereto,
      and such other periodic, special, or other reports or information, whether
      or
      not provided for herein, as shall be necessary, reasonable or appropriate with
      respect to the purposes of this Agreement. The Owner shall pay the Servicer
      a
      reasonable fee for providing such report or information, unless (i) the
      Servicer is required to supply such report or information pursuant to any other
      section of this Agreement, or (ii) the Servicer customarily supplies the
      report in connection with Internal Revenue Service, OTS, FDIC or other
      regulatory agency requirements. All such reports or information shall be
      provided by and in accordance with all reasonable instructions and directions
      which the Owner may give.

     

    The
      Servicer shall execute and deliver all such instruments and take all such action
      as the Owner may reasonably request from time to time, in order to effectuate
      the purposes and to carry out the terms of this Agreement. Servicer shall
      deliver all reports in Excel format under this Section 5.01 to Owner via email
      to DBWholeLoanOps@List.DB.com.

     

    Not
      later
      than each Remittance Date, the Servicer shall furnish to the Owner a Monthly
      Remittance Advice, as of the last day of each month, with a trial balance report
      attached thereto, in the form of Exhibit
      1
      annexed
      hereto in electronic medium mutually acceptable to the parties as to the
      preceding remittance and the period ending on the preceding Determination Date.
      Such report shall contain but not necessarily be limited to, the
      following:

     

    
      	 	
              (a)

            	
              with
                respect to each Monthly Payment, the amount of such remittance allocable
                to interest;

            


    

     

    
      	 	
              (b)

            	
              the
                amount of servicing compensation received by the Servicer during
                the prior
                distribution period;

            


    

     

    
      	 	
              (c)

            	
              the
                aggregate Stated Principal Balance of the Mortgage Loans;
                

            


    

     

    
      	 	
              (d)

            	
              the
                number and aggregate outstanding principal balances of Mortgage Loans
                (a) delinquent (1) 30 to 59 days, (2) 60 to 89 days,
                (3) 90 days or more; (b) as to which foreclosure has commenced;
                and (c) as to which REO Property has been acquired;
                and

            


    

     

    
      	 	
              (e)

            	
              the
                status of the Custodial Account showing, for the period covered by
                such
                statement, the aggregate amount of deposits into and withdrawals
                from the
                Custodial Account of each category of deposit specified in Section
                2.04
                and each category of withdrawal specified in Section
                2.05.

            


    

     

    In
      addition, not more than 90 days after the end of each calendar year, the
      Servicer shall furnish to each Person who was an Owner at any time during such
      calendar year (i) an annual statement in accordance with the requirements of
      applicable federal income tax law as to the aggregate of remittances for the
      applicable portion of such year and (ii) a listing of the principal balances
      of
      the Mortgage Loans outstanding at the end of such calendar year.

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    The
      Servicer shall mail, on or before the dates required by law, IRS Form No. 1099
      to all parties entitled to receive interest on Escrow Accounts for all periods
      after the applicable Transfer Date, where applicable, as well as IRS Form No.
      1098 to each Mortgagor for all periods after the applicable Transfer Date.
      The
      Servicer shall file all required reporting with the IRS, including, without
      limitation, IRS Form No. 1041 and IRS Form K-1 where applicable, on or before
      the dates required by law, for all periods after the applicable Transfer Date.
      In addition, the Servicer shall provide the Owner with such information
      concerning the Mortgage Loans as is necessary for the Owner to prepare its
      federal income tax return as the Owner may reasonably request from time to
      time
      and which is reasonably available to the Servicer.

     

    Section
      5.02 Financial
      Statements; Servicing Facilities.

     

    In
      connection with marketing the Mortgage Loans or a proposed Reconstitution,
      the
      Owner may make available to a prospective purchaser audited financial statements
      of the consolidated group that includes the Servicer for the most recently
      completed five fiscal years for which such statements are available, as well
      as
      a Consolidated Statement of Condition at the end of the last two fiscal years
      covered by any Consolidated Statement of Operations; provided that this
      requirement shall not apply for any year in which Servicer’s financial
      statements are consolidated into those of a corporation subject to the periodic
      reporting requirements of the Securities Exchange Act of 1934. The Servicer
      also
      shall make available any comparable interim statements to the extent any such
      statements have been prepared by or on behalf of the corporate group that
      includes the Servicer (and are available upon request to members or stockholders
      of the corporate group that includes the Servicer or to the public at large).
      The Servicer shall furnish promptly to the Owner or a prospective purchaser
      copies of the statements specified above. 

     

    The
      Servicer shall make available to the Owner or any prospective Owner a
      knowledgeable financial or accounting officer for the purpose of answering
      questions respecting recent developments affecting the Servicer or the financial
      statements of the corporate group that includes the Servicer, and to permit
      any
      prospective purchaser to inspect the Servicer’s servicing facilities for the
      purpose of satisfying such prospective purchaser that the Servicer has the
      ability to service the Mortgage Loans as provided in this
      Agreement.

     

    ARTICLE
      VI.

     

    TERMINATION

     

    Section
      6.01 Termination.

     

    
      	 	
              (a)

            	
              This
                Agreement shall continue in full force and effect for an original
                term
                (the “Original Term”) of one (1) year, commencing on the date hereof and
                ending at the close of business on the eve of the first anniversary
                of the
                date hereof, unless sooner terminated either by mutual agreement
                or
                otherwise in accordance with this Agreement. The term of this Agreement
                automatically shall be extended for successive one (1) year terms
                (each an
                “Extension Term”) unless either Party delivers written notice of intent
                not to extend to the other Party not less than sixty (60) days before
                the
                end of (a) the Original Term or (b) any Extension
                Term.

            


    

     

    
      
        
        

      

      
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              (b)

            	
              The
                Owner may terminate, at its sole option, the Agreement with respect
                to
                some or all of the Mortgage Loans or REO Property, without cause.
                The
                Owner shall use its best efforts to provide written notice of such
                termination to the Servicer by registered mail at least 30 days prior
                to
                the effective date of termination; provided that in no event shall
                the
                Owner provide such notice less than 20 days prior to the effective
                date of
                such termination. In the event the Owner terminates the Servicer
                without
                cause with respect to some or all of the Mortgage Loans, the Owner
                shall
                be required to pay to the Servicer the applicable Deboarding Fee
                and
                Termination Fee, all related costs and expenses of transfer (including,
                but not limited to, costs and expenses associated with (i) preparing,
                delivering and/or recording assignments, or (ii) effecting beneficiary
                name changes on Mortgage Loans registered with MERS, each as applicable)
                and amounts due under Section 6.02(b). Such obligations of the Owner
                to
                pay the Deboarding Fee and Termination Fee, all related costs and
                expenses
                of transfer (including, but not limited to, costs and expenses of
                transfer
                including, but not limited to, costs and expenses associated with
                (i)
                preparing, delivering and/or recording assignments, or (ii) effecting
                beneficiary name changes on Mortgage Loans registered with MERS,
                each as
                applicable) and amounts due under Section 6.02(b), upon termination
                without cause by Owner shall survive removal of Mortgage Loans from
                the
                coverage of this agreement as a result of Reconstitution.
                

            


    

     

    
      	 	
              (c)

            	
              The
                Owner may terminate the servicing of certain Mortgage Loans without
                cause
                due to a one level drop in Servicer’s service rankings or ratings from
                either Standard & Poors or Fitch. If Owner notifies Servicer in
                writing of such termination of certain Mortgage Loans pursuant to
                this
                Section 6.01(c) within 90 days of Servicer’s one level drop in rankings or
                ratings from those ratings listed on Exhibit
                18,
                then Owner shall not be required to pay the Deboarding Fee and Termination
                Fee as listed on Exhibit
                12A
                or
                Exhibit
                12B,
                as applicable. Mortgage Loans serviced by Servicer, or scheduled
                to be
                transferred to Servicer for servicing, as of the date of such one
                level
                drop are the only loans eligible for termination under this Section
                6.01(c).

            


    

     

    
      	 	
              (d)

            	
              Servicer
                may terminate, at its sole option, the Agreement with respect to
                some or
                all of the Mortgage Loans or REO Property, without cause. Such termination
                shall not be become effective until the earlier of: (i) 120 days
                after the
                date on which notice of termination is provided by the Servicer in
                writing
                and delivered to the Owner by registered mail, or (ii) a successor
                shall
                have assumed the Servicer’s responsibilities and obligations hereunder in
                the manner provided in Section 6.02. In
                the event the Servicer terminates the Agreement without cause with
                respect
                to some or all of the Mortgage Loans, the Owner shall not be required
                to
                pay to the Servicer the applicable Deboarding Fee and Termination
                Fee and
                Servicer shall pay all its costs and expenses of transfer; provided,
                however, that the Servicer shall be entitled to reimbursement of
                amounts
                due under Section 6.02(b) hereof.

            


    

     

    
      
        
        

      

      
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              (e)

            	
              Servicer
                may terminate this Agreement upon the determination that its duties
                hereunder are no longer permissible under applicable law and such
                incapacity cannot be cured by the Servicer. Any such determination
                permitting the resignation of the Servicer shall be evidenced by
                an
                Opinion of Counsel to such effect delivered to the Owner. No such
                resignation shall become effective until a successor shall have assumed
                the Servicer’s responsibilities and obligations hereunder in the manner
                provided in Section 6.02. In the event the Servicer terminates the
                Agreement hereunder in the manner provided in Section 6.01(e) with
                respect
                to some or all of the Mortgage Loans, the Owner shall not be required
                to
                pay to the Servicer the applicable Deboarding Fee and Termination
                Fee and
                Servicer shall pay all its costs and expenses of transfer; provided,
                however, that the Servicer shall be entitled to reimbursement of
                amounts
                due under Section 6.02(b) hereof.

            


    

     

    Section
      6.02 Transfer
      Procedures.

     

    In
      the
      event the Servicer is replaced pursuant to the terms of this Agreement, the
      Servicer agrees to cooperate reasonably with the Owner and with any party
      designated as the successor servicer or subservicer in transferring the
      servicing to such successor servicer. In addition, the Servicer shall be
      responsible for notifying the related mortgagors of any transfer of servicing
      in
      accordance with the requirements of RESPA and the Cranston Gonzalez National
      Affordable Housing Act of 1990. On or before the date upon which servicing
      is
      transferred from the Servicer to any successor servicer (the “Transfer
      Out Date”),
      the
      Servicer shall prepare, execute and deliver to the successor servicer any and
      all documents and other instruments, place in such successor’s possession all
      Mortgage Loan Documents in the possession of the Servicer which are necessary
      or
      appropriate to effect the transfer of servicing, including but not limited
      to
      the transfer and endorsement or assignment of the related Mortgage Loans and
      related documents. The Servicer shall reasonably cooperate with the Owner and
      such successor in effecting the termination of the Servicer’s responsibilities
      and rights hereunder.

     

    On
      the
      related Transfer Out Date, the Servicer shall comply with all of the provisions
      of this Agreement to effect a complete transfer of the servicing with respect
      to
      the related Mortgage Loans. Except as otherwise provided in this Agreement,
      on
      the related Transfer Out Date for each related Mortgage Loan, this Agreement,
      except for Articles
      VI,
      VIII,
      IX
      and
X
      and
      Sections 4.04, 4.05, 4.07, 13.01, 13.05, 13.11, 13.13, 13.14 and 13.15, 13.16,
      13.17, 13.18 which shall survive the related Transfer Out Date, shall terminate
      with respect to such Mortgage Loan.

     

    
      	 	
              (a)

            	
              Mortgage
                Loans in Foreclosure.
                The servicing with respect to Mortgage Loans in foreclosure on or
                before
                the related Transfer Out Date shall not be transferred from the Servicer
                to the Owner or the successor servicer, as the case may be, and such
                Mortgage Loans shall continue to be serviced by the Servicer pursuant
                to
                the terms of this Agreement. However, if the Owner so elects, the
                Owner
                may waive the provisions of this paragraph (a) and accept transfer
                of
                servicing of such Mortgage Loans and all amounts received by the
                Servicer
                thereunder.

            


    

     

    
      
        
        

      

      
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              (b)

            	
              Servicing
                Advances.
                The Servicer shall be entitled to be reimbursed for all unreimbursed
                Servicing Advances and any other advances made by the Servicer pursuant
                to
                this Agreement with respect to any Mortgage Loan on the related Transfer
                Out Date, but only if the servicer after the related Transfer Out
                Date is
                not the Servicer or an Affiliate. In addition, the Owner shall cause
                the
                Servicer to be reimbursed for any accrued and unpaid Servicing Fees
                and
                for any trailing expenses representing Servicing Advances for which
                invoices are received by the Servicer after the Transfer Out Date;
                provided, that the Owner shall not be liable for any amounts pursuant
                to
                this paragraph unless the Servicer has requested reimbursement and
                delivered appropriate evidence of such reimbursable
                expense.

            


    

     

    ARTICLE
      VII.

     

    BOOKS
      AND RECORDS

     

    Section
      7.01 Possession
      of Servicing Files Prior to the related Transfer Date.

     

    Prior
      to
      the related Transfer Out Date, the contents of each Servicing File are and
      shall
      be held in trust by the Servicer for the benefit of the Owner as the owner
      thereof. The Servicer shall maintain in the Servicing File a copy of the
      contents of each Mortgage File and the originals of the documents in each
      Mortgage File not delivered to the Owner. The possession of the Servicing File
      by the Servicer is at the will of the Owner for the sole purpose of servicing
      the related Mortgage Loan, pursuant to this Agreement, and such retention and
      possession by the Servicer is in its capacity as Servicer only and at the
      election of the Owner; provided that Servicer may keep copies of any records
      it
      deems necessary for compliance with any state or federal record retention
      requirements or as it deems advisable for use in defending any litigation,
      action or claim. All rights arising out of the Mortgage Loans including, but
      not
      limited to, all funds received on or in connection with the Mortgage Loans
      and
      all records or documents with respect to the Mortgage Loans prepared by or
      which
      come into the possession of the Servicer shall be received and held by the
      Servicer in trust for the exclusive benefit of the Owner or the assignee of
      the
      Owner, as the case may be, as the owner of the related Mortgage Loans. The
      Servicer shall release its custody of the contents of any Servicing File only
      in
      accordance with written instructions from the Owner, unless such release is
      required as incidental to the Servicer’s servicing of the Mortgage Loans
      pursuant to this Agreement. The Servicer acknowledges that the ownership of
      each
      Mortgage Loan, including the Mortgage Note, the Mortgage, all other Mortgage
      Loan Documents and all rights, benefits, proceeds and obligations arising
      therefrom or in connection therewith, has been vested solely in the Owner or
      the
      appropriate designee of the Owner, as the case may be.

     

    The
      Servicer shall be responsible for maintaining, and shall maintain, a complete
      set of books and records for each Mortgage Loan which shall be marked clearly
      to
      reflect the ownership of each Mortgage Loan by the Owner. In particular, the
      Servicer shall maintain in its possession, available for inspection by the
      Owner
      or its designee, and shall deliver to the Owner or its designee upon demand,
      evidence of compliance with this Agreement, with all federal, state and local
      laws, rules and regulations, including but not limited to documentation as
      to
      the method used in determining the applicability of the provisions of the Flood
      Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
      documentation evidencing insurance coverage and eligibility of any condominium
      project for approval by Fannie Mae and periodic inspection reports as required
      by Section 2.13. To the extent that original documents (other than documents
      evidencing the Mortgage Loans) are not required for purposes of realization
      of
      Liquidation Proceeds or Insurance Proceeds, documents maintained by the Servicer
      may be in the form of microfilm or microfiche or such other reliable means
      of
      recreating original documents, including but not limited to, optical imagery
      techniques so long as the Servicer complies with the requirements of the Fannie
      Mae Guide.

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    The
      Servicer shall keep at its servicing office books and records in which, subject
      to such reasonable regulations as it may prescribe, the Servicer shall note
      transfers of Mortgage Loans. With respect to any assignment or transfer made
      by
      the Owner pursuant to Section 8.05 of this Agreement, upon receipt of notice
      of
      such assignment or transfer, the Servicer shall cause its books and records
      to
      reflect the ownership of the Mortgage Loans of such assignee, and shall release
      the previous Owner from its obligations hereunder with respect to the Mortgage
      Loans sold or transferred arising following the date of such sale or transfer.
      For the purposes of this Agreement, the Servicer shall be under no obligation
      to
      deal with any person with respect to this Agreement or the Mortgage Loans unless
      the books and records show such person as the owner of the Mortgage Loan.


     

    ARTICLE
      VIII.

     

    INDEMNIFICATION
      AND ASSIGNMENT

     

    Section
      8.01 Indemnification.

     

    
      	 	
              (a)

            	
              The
                Servicer shall defend and indemnify the Owner, its employees, officers,
                Affiliates, agents and representatives against any and all assessments,
                judgments, claims (brought by any Person including, without limitation,
                any third parties, including any governmental authorities), liabilities,
                losses, costs, damages or expenses whatsoever (including, without
                limitation, interest penalties and reasonable attorneys’ fees, expenses
                and disbursements in connection with any action, suit or proceeding
                and
                any such reasonable attorneys’ fees, expenses and disbursements incurred
                in enforcing any right of indemnification against any indemnitor)
                (each a
                “Liability”), sustained by Owner or any of the Persons or entities
                referenced above resulting from or related to the failure of the
                Servicer
                to perform its duties in strict compliance with the terms of this
                Agreement or the Servicer’s breach of the terms of this Agreement,
                including any of the Servicer’s representations, warranties, or covenants
                contained in this Agreement. The Servicer shall immediately notify
                the
                Owner if a claim subject to this Section 8.01(a) is made by a third
                party
                with respect to this Agreement or the Mortgage Loans, assume (with
                the
                consent of the Owner and with counsel reasonably satisfactory to
                the
                Owner) the defense of any such claim and pay all expenses in connection
                therewith, including counsel fees, and promptly pay, discharge and
                satisfy
                any judgment or decree which may be entered against it or the Owner
                in
                respect of such claim but failure to so notify the Owner shall not
                limit
                its obligations hereunder. The Servicer agrees that it will not enter
                into
                any settlement of any such claim without the consent of the Owner
                unless
                such settlement includes an unconditional release of the Owner from
                all
                liability that is the subject matter of such claim.
                

            


    

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                Owner shall defend and indemnify the Servicer, its employees, officers,
                affiliates, agents and representatives (the “Servicer
                Indemnified Parties”),
                against any and all Liability that the Servicer Indemnified
                Parties may sustain which are caused by or result from (directly
                or
                indirectly, in whole or in part):

            


    

     

    
      	 	
              (i)

            	
              (A)
                the Servicer taking any action, or refraining from taking any action,
                with
                respect to any Mortgage Loan or REO Property at or in conformity
                with the
                express written direction of the Owner or (B) the Servicer taking
                and
                initiating any legal actions with respect to any Mortgage Loans and
                REO
                Properties or taking title to any REO Properties on behalf of the
                Owner,
                in the name of the Servicer or an Affiliate thereof (in each case,
                unless
                such action or omission is taken with a standard of care in contravention
                of any standard of care required under the Agreement and such
                contravention is the proximate cause of the claim or
                action);

            


    

     

    
      	 	
              (ii)

            	
              any
                breach by the Owner of any term of this agreement applicable to
                Owner;

            


    

     

    
      	 	
              (iii)

            	
              the
                failure of the Owner or any trustee or custodian in possession of
                original
                Mortgage Loan Documents to provide to the Servicer the originals
                of any
                Mortgage Loan Documents within a reasonable amount of time after
                a request
                for such documents has been received in order to allow the Servicer
                sufficient time to process satisfactions, payoffs and
                releases;

            


    

     

    
      	 	
              (iv)

            	
              any
                act or omission to act of any servicer, sub-servicer, owner or originator
                of a Mortgage Loan or Mortgaged Property (or any other Person) prior
                to
                the Servicing Transfer Date, including, without limitation, any data
                integrity issue (and any related costs of correcting such issues);
                provided, however, should the Servicer have actual knowledge of any
                data
                integrity error which is likely to materially affect any Mortgage
                Loan,
                the Servicer, in consultation with the Owner and at the Owner’s expense,
                will take reasonable efforts to correct such
                error;

            


    

     

    
      	 	
              (v)

            	
              a
                prior servicer’s failure to comply with the Servicer’s Transfer
                Instructions;

            


    

     

    
      	 	
              (vi)

            	
              advances
                initially assumed by the Servicer that ultimately are not recoverable
                from
                the Mortgagor or other proceeds;

            


    

     

    
      	 	
              (vii)

            	
              a
                Mortgage Loan being classified as “high cost” under the Home Ownership and
                Equity Protection Act of 1994; or “high cost”, or “predatory” under any
                other applicable state, federal or local law; and
                

            


    

     

    
      
        
        

      

      
        -43-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (viii)

            	
              any
                Environmental Liability. 

            


    

     

    The
      term
“Environmental
      Liability”
shall
      mean any and all claims, losses, damages, liabilities, judgments, penalties,
      fines, forfeitures, reasonable legal fees and expenses, and any and all related
      costs and/or expenses of litigation, administrative and/or regulatory agency
      proceedings, and any other costs, fees and expenses, suffered or incurred by
      the
      Servicer or Owner arising out of or resulting from the introduction of
      environmentally hazardous materials on any Mortgaged Property before and/or
      after the date of the Servicer’s knowledge thereof, including, without
      limitation, (a) any liability under or on account of the Comprehensive
      Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
      et seq., as the same may be amended from time to time, and/or any other federal
      or state environmental laws, and specifically including, without limitation,
      any
      liability relating to asbestos and asbestos containing materials,
      polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea
      formaldehyde and any substances classified as being “in inventory”, “usable work
      in process” or similar classification which would, if classified as unusable, be
      included in the foregoing definition, including the assertion of any lien
      thereunder, (b) claims brought by third parties for loss or damage incurred
      or
      sustained subsequent to the date hereof, and (c) liability with respect to
      any
      other matter affecting the Mortgaged Property within the jurisdiction of the
      federal Environmental Protection Agency or state environmental regulatory
      agencies pursuant to any state laws, and in the regulations adopted pursuant
      to
      any of said laws; provided, however, that the indemnity for Environmental
      Liability shall not be effective with respect to any liability caused by the
      Servicer that would otherwise be imposed by reason of the Servicer’s willful
      misfeasance or bad faith in the performance of or failure to perform its duties
      hereunder.

     

    The
      Owner
      shall not be required to indemnify, or otherwise be liable to, the Servicer
      or
      those referenced above, however, for any Liability which the Servicer is
      required to indemnify for pursuant to Section 8.01(a) above. The foregoing
      indemnification obligations of the Owner shall survive termination of this
      Agreement or removal of some or all of the Mortgage Loans from the coverage
      of
      this Agreement, including removal due to Reconstitution.

     

    The
      provisions of this Section 8.01 shall survive termination of this
      Agreement.

     

    Section
      8.02 Limitation
      on Liability of Servicer and Others.

     

    
      	 	
              (a)

            	
              Notwithstanding
                Section 8.01, neither the Servicer nor any of the directors, officers,
                employees or agents of the Servicer shall be under any liability
                to the
                Owner for any action taken or for refraining from the taking of any
                action
                in good faith pursuant to this Agreement, or for errors in judgment,
                provided, however, that this provision shall not protect the Servicer
                or
                any such Person against any breach of warranties or representations
                made
                herein, for its own negligent actions, or failure to perform its
                obligations in strict compliance with any standard of care set forth
                in
                this Agreement, or any liability which would otherwise be imposed
                by
                reason of any breach of the terms and conditions of this Agreement.
                The
                Servicer and any director, officer, 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 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 Agreement and
                which
                in its opinion may involve it in any expense or liability, provided,
                however, that the Servicer may, with the consent of the Owner, which
                consent shall not be unreasonably withheld, undertake any such action
                which it may deem necessary or desirable in respect to this Agreement
                and
                the rights and duties of the parties hereto. In such event, the Servicer
                shall be entitled to reimbursement from the Owner of the reasonable
                legal
                expenses and costs of such action except when such expenses, costs
                and
                liabilities are subject to the Servicer’s indemnification under Section
                8.01.

            


    

     

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Notwithstanding
                Section 8.01, the Servicer shall not be required to indemnify, or
                otherwise be liable to, the Owner or those referenced above for any
                Liability which the Owner is required to indemnify for pursuant to
                Section
                8.01(b) above.

            


    

     

    Section
      8.03 Limitation
      on Assignment and Resignation by Servicer.

     

    The
      Owner
      has entered into this Agreement with the Servicer and subsequent purchasers
      will
      purchase the Mortgage Loans in reliance upon the independent status of the
      Servicer, and the adequacy of its servicing facilities, plant, personnel,
      records and procedures, its integrity, reputation and financial standing, and
      the continuance thereof. Therefore, the Servicer shall not (a) assign this
      Agreement or the servicing hereunder or delegate its rights hereunder or any
      portion thereof without the prior written consent of the Owner, which consent
      shall not be unreasonably withheld; provided that the Servicer may assign this
      Agreement to an Affiliate controlled by GMAC LLC and capable of performing
      all
      of the Servicer’s obligations (including all mortgage loans serviced by the
      Servicer in addition to the Mortgage Loans subject to this Agreement) so long
      as
      (i) such Affiliate is a Fannie Mae and Freddie Mac approved servicer
      (ii) if it is intended that such Affiliate be spun off to the shareholders
      of the Servicer, such Affiliate have a GAAP net worth of at least $20,000,000
      (iii) such Affiliate shall deliver to the Owner a certification pursuant to
      which such affiliate shall agree to be bound by the terms and conditions of
      this
      Agreement and shall certify that such Affiliate is a Fannie Mae and Freddie
      Mac
      approved servicer in good standing and (iv) such Affiliate has a servicer rating
      from each Rating Agency at least as high as the servicer rating of the Servicer
      as of the date hereof.

     

    Notwithstanding
      the foregoing, the Servicer may, without the consent of the Owner, retain third
      party contractors to perform certain servicing and loan administration
      functions, including without limitation, hazard insurance administration, tax
      payment and administration, flood certification and administration, collection
      services and similar functions; provided, that the retention of such contractors
      by Servicer shall not limit the obligation of the Servicer to service the
      Mortgage Loans pursuant to the terms and conditions of this Agreement and that
      the Servicer shall remain liable to the Owner for such parties.

     

    Without
      in any way limiting the generality of this Section 8.03, in the event that
      the
      Servicer either shall assign this Agreement or the servicing responsibilities
      hereunder or delegate its duties hereunder or any portion thereof without the
      prior written consent of the Owner (other than to an Affiliate as permitted
      by
      this Section 8.03) or sell or otherwise dispose of all or substantially all
      of
      its property or assets without prior ninety (90) days’ written notice to the
      Owner, then the Owner shall have the right to terminate this Agreement upon
      notice given as set forth in Section 6.01 hereof, without any payment of any
      penalty or damages (including the applicable De-Boarding Fee) and without any
      liability whatsoever to the Servicer or any third party.

     

    
      
        
        

      

      
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    Except
      as
      provided for in Section 6.01 of this Agreement, the Servicer shall not resign
      from the obligations and duties hereby imposed on it.

     

    Section
      8.04 Operation
      of Indemnities. 

     

    If
      any
      Person has made any indemnity payments to any other Person pursuant to this
      Article
      VIII
      and such
      other Person thereafter collects any of such amounts from others, such other
      Person will repay such amounts collected, together with any interest collected
      thereon. The provisions of this Article
      VIII
      shall
      survive any termination of this Agreement, the liquidation of any Mortgage
      Loan,
      or the transfer or assignment by the Owner to another Person of any Mortgage
      Loan or REO Property or any interest in any Mortgage Loan or REO
      Property.

     

    Section
      8.05 Assignment
      by Owner.

     

    No
      transfer of a Mortgage Loan may be made unless such transfer is in compliance
      with the terms hereof. The Owner shall have the right, in its sole discretion,
      to assign its interest under this Agreement with respect to some or all of
      the
      Mortgage Loans, and designate any Person to exercise any rights of the Owner
      hereunder; provided that Owner and such Person execute a mutually agreeable
      assignment and assumption Agreement and such agreement is delivered to the
      Servicer.

     

    Upon
      such
      assignment of rights and assumption of obligations, the assignee or designee
      shall accede to the rights and obligations hereunder of the Owner with respect
      to such Mortgage Loans and the Owner as assignor shall be released from all
      obligations hereunder with respect to such Mortgage Loans from and after the
      date of such assignment and assumption (except that Articles
      VI,
      VIII,
      IX
      and
X
      and
      Sections 13.01, 13.05, 13.14, 13.15, 13.16, 13.17, and 13.18 shall survive
      such
      transfer). All references to the Owner in this Agreement shall be deemed to
      include its permitted assignee or designee. 

     

    Section
      8.06 Merger
      or Consolidation of the Servicer.

     

    The
      Servicer will keep in full effect its existence, rights and franchises as a
      limited liability company under the laws of the State of its organization except
      as permitted herein, and will obtain and preserve its qualification to do
      business as a foreign entity in each jurisdiction in which such qualification
      is
      or shall be necessary to protect the validity and enforceability of this
      Agreement or any of the Mortgage Loans and to perform its duties under this
      Agreement.

     

    Any
      Person into which the Servicer may be merged or consolidated, or any entity
      resulting from any merger, conversion or consolidation to which the Servicer
      shall be a party, or any Person 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; provided, however, that the
      successor or surviving Person shall be an institution (i) having a GAAP net
      worth of not less than $25,000,000, (ii) the deposits of which are insured
      by the FDIC, SAIF and/or BIF, or which is a HUD-approved mortgagee whose primary
      business is in servicing of mortgage loans, (iii) which is a Fannie Mae or
      Freddie Mac approved seller/servicer in good standing, and (iv) have a servicer
      rating from each Rating Agency at least as high as the servicer rating of the
      Servicer as of the date hereof.

     

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX.

     

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF OWNER

     

    As
      of the
      date of this Agreement, the Owner warrants and represents to, and covenants
      and
      agrees with, the Servicer as follows:

     

    Section
      9.01 Organization
      and Good Standing; Licensing.

     

    The
      Owner
      is a corporation duly organized and validly existing and has the power and
      authority to own its assets and to transact the business in which it is
      currently engaged.

     

    Section
      9.02 Authorization;
      Binding Obligations.

     

    The
      Owner
      has the power and authority to make, execute, deliver and perform this
      Agreement, and perform all of the transactions contemplated to be performed
      by
      it under this Agreement, and has taken all necessary action to authorize the
      execution, delivery and performance of this Agreement. When executed and
      delivered, this Agreement will constitute the legal, valid and binding
      obligation of the Owner enforceable in accordance with its terms, except as
      enforcement may be limited by bankruptcy, insolvency or similar laws affecting
      the enforcement of creditors’ rights generally and by the availability of
      equitable remedies.

     

    Section
      9.03 No
      Consent Required.

     

    The
      Owner
      is not required to obtain the consent of any other party 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 Agreement, except
      such
      as have been obtained or made or as to which the failure to obtain or make
      will
      not materially adversely affect the ability of the Owner to perform all
      obligations hereunder.

     

    Section
      9.04 No
      Violations.

     

    The
      execution, delivery and performance of this Agreement by the Owner will not
      violate any provision of any existing law or regulation or any order or decree
      of any court applicable to the Owner, except for violations that will not
      adversely affect the Owner’s ability to perform its obligations under this
      Agreement or the certificate of incorporation of the Owner, or constitute a
      material breach of any mortgage, indenture, contract or other agreement to
      which
      the Owner is a party or by which the Owner may be bound.

     

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

     

    Section
      9.05 Litigation.

     

    Except
      as
      previously disclosed to the Servicer, no litigation or administrative proceeding
      of or before any court, tribunal or governmental body is currently pending
      or to
      the knowledge of the Owner threatened, against the Owner or with respect to
      this
      Agreement, which if adversely determined would have a material adverse effect
      on
      the transactions contemplated by this Agreement.

     

    Section
      9.06 Ownership.

     

    With
      respect to each Mortgage Loan, Owner is the owner of all right, title, and
      interest in and to the Mortgage Loan (and the Servicing Rights appurtenant
      thereto). Each Mortgage Loan is a valid and collectible obligation of the
      respective Mortgagor; and no Mortgage Loan is subject to the Home Ownership
      and
      Equity Protection Act of 1994.

     

    Section
      9.07 Service
      Contracts.

     

    The
      Owner
      shall reimburse the Servicer for any costs or expenses incurred to transfer
      tax
      service contracts and flood service contracts or to obtain contracts that are
      not existing or transferable to the Servicer.

     

    Section
      9.08 Accuracy.

     

    To
      the
      Owner’s knowledge, the information provided in the Mortgage Loan Schedule is, in
      the aggregate, true and correct in all material respects as of the Servicing
      Transfer Date.

     

    ARTICLE
      X.

     

    REPRESENTATIONS
      AND WARRANTIES OF SERVICER

     

    As
      of the
      date of this Agreement, the Servicer warrants and represents to, and covenants
      and agrees with, the Owner as follows:

     

    Section
      10.01 Due
      Organization and Authority.

     

    The
      Servicer is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the state of its organization as now being
      conducted and is licensed, qualified and in good standing in each state where
      a
      Mortgaged Property is located if the laws of such state require licensing or
      qualification in order to conduct business of the type conducted by the
      Servicer, and in any event the Servicer is in compliance with the laws of any
      such state to the extent necessary to ensure the enforceability of the related
      Mortgage Loan in accordance with the terms of this Agreement. The Servicer
      has
      full power and authority to make, execute, deliver and perform this Agreement,
      and perform all of the transactions contemplated to be performed by it under
      this Agreement, and has taken all necessary action to authorize the execution,
      delivery and performance of this Agreement and has duly executed and delivered
      this Agreement. This Agreement constitutes a legal, valid and binding obligation
      of the Servicer enforceable in accordance with its terms, except as enforcement
      may be limited by bankruptcy, insolvency or similar laws affecting the
      enforcement of creditors’ rights generally and by the availability of equitable
      remedies.

     

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    Section
      10.02 Ordinary
      Course of Business.

     

    The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Servicer.

     

    Section
      10.03  No
      Violation.

     

    The
      execution, delivery and performance of this Agreement 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, except for violations that will not
      adversely affect the Servicer’s ability to perform its obligations under this
      Agreement, organizational documents of the Servicer, or constitute a material
      breach of any mortgage, indenture, contract or to any agreement or instrument
      to
      which the Servicer is a party or by which the Servicer may be bound or by which
      it or its assets is or are bound or may be bound, or constitute a default or
      result in an acceleration under any of the forgoing.

     

    Section
      10.04 Ability
      to Service.

     

    The
      Servicer has the facilities, procedures, and experienced personnel necessary
      for
      the sound servicing of mortgage loans of the same type as the Mortgage Loans.
      The Servicer is in good standing to enforce and service mortgage loans in the
      jurisdiction wherein the Mortgaged Properties are located.

     

    The
      Servicer is in good standing to service mortgage loans for Fannie Mae and
      Freddie Mac and is a HUD approved mortgagee pursuant to Section 2.03 of the
      National Housing Act, and no event has occurred, including but not limited
      to a
      change in insurance coverage, which would make the Servicer unable to comply
      with eligibility requirements or which would require notification to either
      Fannie Mae, Freddie Mac or HUD.

     

    Section
      10.05  Ability
      to Perform.

     

    The
      Servicer does not believe, nor does it have any reason or cause to believe,
      that
      it cannot perform each and every covenant contained in this
      Agreement.

     

    Either
      (i) each Mortgagor
      has been properly notified with a welcome letter from the Servicer with respect
      to the Servicer’s servicing of the related Mortgage Loan in accordance with the
      Cranston Gonzalez National Affordable Housing Act of 1990, as the same may
      be
      amended from time to time, and the regulations provided in accordance with
      the
      Real Estate Settlement Procedures Act or (ii) such notification is not
      required.

     

    Section
      10.06 Litigation.

     

    There
      are
      no actions or proceedings pending or, to the Servicer’s knowledge, threatened
      with respect to the Servicer before any court, administrative agency or other
      tribunal (A) that might prohibit its entering into this Agreement, (B) seeking
      to prevent the consummation of the transactions contemplated by this Agreement,
      (C) that might prohibit or materially and adverse affect the execution,
      delivery, validity or enforceability, or the performance by the Servicer of
      its
      obligations under, this Agreement or (D) which are reasonably likely to have
      a
      material adverse effect on the financial condition of the Servicer.

     

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

    Section
      10.07 No
      Consent Required.

     

    The
      Servicer is not required to obtain the consent of any other party 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 Agreement,
      except such as have been obtained or made. No licenses or approvals obtained
      by
      the Servicer have been suspended or revoked by any court, administrative agency,
      arbitrator or governmental body and no proceedings are pending which might
      result in such suspension or revocation.

     

    ARTICLE
      XI.

     

    DEFAULT

     

    Section
      11.01 Events
      of Default.

     

    The
      following shall constitute an Event of Default under this Agreement on the
      part
      of the Servicer:

     

    
      	 	
              (a)

            	
              any
                failure by the Servicer to remit to the Owner any payment required
                to be
                made under the terms of this Agreement which continues unremedied
                for a
                period of one (1) Business Days after written notice thereof;
                or

            


    

     

    
      	 	
              (b)

            	
              the
                failure by the Servicer duly to observe or perform in any material
                respect
                any other of the covenants or agreements on the part of the Servicer
                set
                forth in this Agreement or in the Custodial Agreement which continues
                unremedied for a period of thirty (30) days (except that such number
                of
                days shall be fifteen in the case of a failure to pay any premium
                for any
                insurance policy required to be maintained under this Agreement)
                after the
                date on which notice of such failure, requiring the same to be remedied,
                shall have been given to the Servicer by the Owner (the date of delivery
                of such notice, the “Notice Date”);
                or

            


    

     

    
      	 	
              (c)

            	
              a
                decree or order of a court or agency or supervisory authority having
                jurisdiction for the appointment of a conservator or receiver or
                liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
                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
                or
                unstayed for a period of 60 days;
                or

            


    

     

    
      	 	
              (d)

            	
              the
                Servicer shall consent to the appointment of a conservator or receiver
                or
                liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
                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

            


    

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              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

            


    

     

    
      	 	
              (f)

            	
              the
                Servicer fails to maintain its license to do business or service
                residential mortgage loans in any jurisdiction where the Mortgaged
                Properties are located which failure continues unremidied for a period
                of
                thirty (30) days after receiving actual notice of such failure and
                such
                failure has a material and adverse effect on the Servicer’s ability to
                perform its obligations under the Agreement;
                or

            


    

     

    
      	 	
              (g)

            	
              the
                Servicer ceases to be approved by either Fannie Mae or Freddie Mac
                (to the
                extent such entities are then operating in a capacity similar to
                that in
                which they operate on the date of this Agreement) as a mortgage loan
                servicer; or

            


    

     

    
      	 	
              (h)

            	
              the
                Servicer attempts to assign its right to servicing compensation hereunder
                or the Servicer attempts, without the consent of the Owner, to sell
                or
                otherwise dispose of all or substantially all of its property or
                assets or
                to assign this Agreement or the servicing responsibilities hereunder
                or to
                delegate its duties hereunder or any portion thereof except as otherwise
                permitted herein; or

            


    

     

    
      	 	
              (i)

            	
              the
                servicer rankings or ratings of Servicer are downgraded two or more
                levels
                below the levels listed on Exhibit
                18
                by
                Standard & Poors or Fitch.

            


    

     

    In
      each
      and every such case, so long as an Event of Default shall not have been
      remedied, in addition to whatsoever rights the Owner may have under Section
      8.01(a) and at law or equity to damages, including injunctive relief and
      specific performance, the Owner, by notice in writing to the Servicer, may
      terminate without compensation all the rights and obligations of the Servicer
      under this Agreement and in and to the Mortgage Loans and the proceeds thereof.
      In the event of such Event of Default by the Servicer, and Termination of this
      Agreement as a result thereof, no Deboarding Fee and Termination Fee shall
      be
      due from Owner and all Servicing Transfer Costs shall be paid by the Servicer
      upon presentation of reasonable documentation of such costs.

     

    Upon
      receipt by the Servicer of such written notice, all authority and power of
      the
      Servicer under this Agreement, whether with respect to the Mortgage Loans or
      otherwise, shall pass to and be vested in the successor appointed pursuant
      to
      Section 6.02. Upon written request from the Owner, the Servicer shall prepare,
      execute and deliver any and all documents and other instruments, place in such
      successor’s possession all Mortgage Files, and do or accomplish all other acts
      or things reasonably necessary or appropriate to effect the purposes of such
      notice of termination, whether to complete the transfer and endorsement or
      assignment of the Mortgage Loans and related documents, or otherwise, at the
      Servicer’s sole expense. The Servicer agrees to cooperate reasonably with the
      Owner and such successor in effecting the termination of the Servicer’s
      responsibilities and rights hereunder, including, without limitation, the
      transfer to such successor for administration by it of all cash amounts which
      shall at the time be credited by the Servicer to the Custodial Account or Escrow
      Account or thereafter received with respect to the Mortgage Loans. The Servicer
      shall be entitled to reimbursement of all Servicing Advances from the successor
      servicer and, to the extent the Servicer is not reimbursed for such Servicing
      Advances by such successor servicer, the Owner shall reimburse the Servicer
      for
      any reimbursable outstanding amounts with respect to such Servicing Advances
      thirty (30) days after the Transfer Out Date.

     

    
      
        
        

      

      
        -51-

        
          

        

      

      
        
        

      

    

     

    Section
      11.02 Waiver
      of Defaults.

     

    The
      Owner
      may waive any default by the Servicer in the performance of its obligations
      hereunder and its consequences. Upon any such waiver of a past default, such
      default shall cease to exist, and any Event of Default arising therefrom shall
      be deemed to have been remedied for every purpose of this Agreement. No such
      waiver shall extend to any subsequent or other default or impair any right
      consequent thereon except to the extent expressly so waived.

     

    ARTICLE
      XII.

     

    CLOSING

     

    Section
      12.01 Closing
      Documents.

     

    The
      Closing Documents for the Mortgage Loans to be serviced hereunder shall consist
      of fully executed originals of the following documents:

     

    
      	
              1.

            	
              this
                Agreement (to be executed and delivered only as of the date of this
                Agreement);

            


    

     

    
      	
              2.

            	
              with
                respect to the date hereof a custodial account letter agreement or
                a
                custodial account certification, as applicable, as required hereunder,
                in
                the form of either Exhibit 2
                or
                3
                hereto; 

            


    

     

    
      	
              3.

            	
              with
                respect to the date hereof an escrow account letter agreement or
                an escrow
                account certification, as applicable, as required hereunder, in the
                form
                of either Exhibit 4
                or
                5
                hereto; and

            


    

     

    
      	
              4.

            	
              with
                respect to the date hereof, fifty (50) original limited powers of
                attorney
                in the form of Exhibit
                10.

            


    

     

    ARTICLE
      XIII.

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      13.01 Notices.

     

    All
      notices, requests, demands and other communications which are required or
      permitted to be given under this Agreement shall be in writing and shall be
      deemed to have been duly given upon the delivery or mailing thereof, as the
      case
      may be, sent by registered or certified mail, return receipt
      requested:

     

    
      	
            	(a)	
              If
                to Owner to:

            


    

    


    DB
      Structured Products, Inc.

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention:
      Whole Loan Operations

    Email:
      DBWholeLoanOps@List.DB.com

    


    With
      a
      Copy to:

    


    DB
      Structured Products, Inc.

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention:
      Robert Lopena

    Telecopier:
      (212) 797-5150

     

    
      
        
        

      

      
        -52-

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	(b)	
              If
                to Servicer:

            


    

    


    GMAC
      Mortgage, LLC 

    100
      Witmer Road 

    Horsham,
      PA 19044

    Attention:
      Senior Vice President, Enterprise Servicing Group 

    Telecopier
      No: (215) 682 1300 

    


    With
      a
      Copy to: 

    


    GMAC
      Mortgage, LLC

    3451
      Hammond Ave. 

    Waterloo,
      IA 50702-5345 

    Attention:
      General Manager 

    Telecopier
      No: (319) 236-5175 

    


    With
      a
      Copy to: 

    


    GMAC
      Mortgage, LLC 

    100
      Witmer Road 

    Horsham,
      PA 19044 

    Attention:
      General Counsel 

    Telecopier
      No: (215) 682-1467 

    


    Section
      13.02  Waivers.

     

    The
      Servicer or the Owner may, by written notice to the others:

     

    
      	 	
              (a)

            	
              Waive
                compliance with any of the terms, conditions or covenants required
                to be
                complied with by the others hereunder;
                and

            


    

     

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Waive
                or modify performance of any of the obligations of the others
                hereunder.

            


    

     

    The
      waiver by any party hereto of a breach of any provision of this Agreement shall
      not operate or be construed as a waiver of any other subsequent
      breach.

     

    Section
      13.03 Entire
      Agreement; Amendment.

     

    This
      Agreement, including all documents and exhibits incorporated by reference
      herein, constitutes the entire agreement between the parties with respect to
      servicing of the Mortgage Loans. This Agreement may be amended and any provision
      hereof waived, but, only in writing signed by the party against whom such
      enforcement is sought.

     

    Section
      13.04 Execution;
      Binding Effect.

     

    This
      Agreement may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same agreement. Subject to Sections 8.03 and 8.04, this Agreement shall
      inure to the benefit of and be binding upon the Servicer and the Owner and
      their
      respective permitted successors and assigns.

     

    Section
      13.05 Confidentiality
      of Information.

     

    The
      Servicer and the Owner each agree that any information and documents that are
      furnished for the purposes of performing under this Agreement or that are
      produced or are otherwise furnished to or come to the attention of either party
      are proprietary and shall be used only for the purposes of this Agreement.
      This
      information includes the terms of this Agreement, technical specifications
      and
      operating manuals, services and information concerning current, future, or
      proposed products and services and combinations of products and services;
      product and services descriptions; financial information; information related
      to
      mergers or acquisitions; passwords and security procedures; computer programs,
      loan servicing systems, software, and software documentation; customer and/or
      prospective client lists, mortgage loan files, and all other information
      relating in any way to the customer and/or prospective client; printouts;
      records; policies, practices and procedures; and any or all other information,
      data or materials relating to the business, trade secrets and technology of
      either party, its customers, clients, employees, business affairs, affiliates,
      subsidiaries and the affiliates of its parent organization (all of the foregoing
      collectively referred to as “Confidential Information”). 

     

    Each
      party shall maintain the Confidential Information of the other in confidence
      using the same care and discretion to avoid disclosure of Confidential
      Information as it uses to protect its own confidential information that it
      does
      not want disclosed, but in no event less than a reasonable standard of care.
      Each party specifically agrees that it will not use non-public personal
      information about the mortgagors in any manner prohibited by the
      Gramm-Leach-Bliley Act. Each party further agrees to (a) restrict disclosure
      of
      Confidential Information of the disclosing party solely to persons who need
      to
      know the Confidential Information to perform under this Agreement, (b) not
      to
      disclose any Confidential Information to any third party other than legal
      counsel, accountants and auditors without written approval of the disclosing
      party, and (c) inform those third parties and other persons who receive
      Confidential Information other than legal counsel, accountants and auditors
      of
      its confidential nature and obtain their agreement to abide by the obligations
      set forth herein.

     

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

     

     

    The
      obligations imposed under this Agreement shall not apply to Confidential
      Information that is (a) made public by the party whose Confidential Information
      is disclosed, (b) generally available to the public other than by a breach
      of
      this Agreement by the receiving party, its employees or agents, or (c)
      rightfully received from a third person to receiving party’s knowledge having
      the legal right to disclose the Confidential Information free of any obligation
      of confidence, nor shall the section be deemed to prohibit any disclosure by
      a
      party that is necessary or appropriate in such party’s work with legal counsel,
      accountants, auditors, regulators or as required by applicable law or
      regulation. In the event that the receiving party, or any of such party’s agents
      or employees, becomes legally compelled (by deposition, interrogatory, request
      for documents, subpoena, civil or criminal investigative demand or similar
      process) to disclose any Confidential Information of the disclosing party,
      such
      receiving party shall, if permissible, provide prompt prior notice to the
      disclosing party so that it may seek a protective order or other appropriate
      remedy. In the event that such protective order or other remedy is not obtained,
      or that the disclosing party waives compliance with the provisions of this
      section the receiving party will furnish only that portion of the Confidential
      Information which in the judgment of its counsel is legally required and will
      exercise reasonable efforts to obtain assurances that confidential treatment
      will be accorded the Confidential Information.

     

    Each
      party acknowledges and agrees that any breach or threatened breach of any of
      the
      provisions of this section by the other party will result in immediate and
      irreparable harm and that any remedies at law in such event will be inadequate.
      The parties agree that such breaches, whether threatened or actual, will give
      the disclosing party the right to obtain injunctive relief to restrain such
      disclosure or use. This right shall, however, be in addition to and not in
      lieu
      of any other remedies at law or in equity.

     

    Upon
      termination of the Agreement, all copies of the Confidential Information will
      either be destroyed or returned to the disclosing party promptly upon such
      party’s written request. Each party agrees that it will not retain any copy,
      summary or extract of the Confidential Information or any related work papers
      on
      any storage medium whatsoever, except that each party may retain one copy of
      the
      Confidential Information if required for compliance or regulatory purposes.
      Notwithstanding anything to the contrary contained herein, Servicer shall in
      no
      event have any obligation hereunder to destroy Mortgage Loan files or any
      documents related thereto.

     

    Section
      13.06 Headings.

     

    Headings
      of the Articles and Sections in this Agreement are for reference purposes only
      and shall not be deemed to have any substantive effect.

     

    Section
      13.07 Applicable
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
      TO
      CONFLICTS OF LAWS PRINCIPLES), EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL
      LAW.

     

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

    Section
      13.08 Relationship
      of Parties.

     

    Nothing
      herein contained shall be deemed or construed to create a partnership or joint
      venture between the parties. The duties and responsibilities of the Servicer
      shall be rendered by it as an independent contractor and not as an agent of
      the
      Owner. The Servicer shall have full control of all of its acts, doings,
      proceedings, relating to or requisite in connection with the discharge of its
      duties and responsibilities under this Agreement.

     

    Section
      13.09 Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be held invalid for any reason whatsoever, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this
      Agreement.

     

    Section
      13.10 Recordation
      of Assignments of Mortgage.

     

    If
      assignments and mortgages are required to be recorded, such recordation shall
      be
      effected by the Owner or the Owner’s designee at its expense.

     

    Section
      13.11 Exhibits.

     

    The
      exhibits to this Agreement are hereby incorporated and made a part hereof and
      are integral parts of this Agreement.

     

    Section
      13.12 Counterparts.

     

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

     

    Section
      13.13 No
      Solicitation.

     

    From
      and
      after the date hereof, the Servicer, any Affiliate of the Servicer, or any
      independent contractors on the Servicer’s behalf, personally, by telephone or
      mail, shall not solicit the Mortgagors for purposes of prepayment or refinance
      or modification of the Mortgage Loans, except as otherwise provided herein
      or
      provide information to any other entity to solicit the refinancing of any
      Mortgage Loan, in whole or in part, without the prior written consent of the
      Owner. Nothing in this Section 13.13 shall prohibit the Servicer from
      generalized advertising, including on its website, monthly account statements
      which are not targeted exclusively at the Mortgagors, or VRU (i.e. voice
      response unit) recorded communications or otherwise engaging in a program
      directed to the general public at large to encourage or recommend mortgage
      loan
      products and other products and services provided by the Servicer or such
      Affiliate or from taking applications for refinance from Mortgagors as a result
      therefrom.

     

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

     

    Section
      13.14 Cooperation
      of Servicer with a Reconstitution.

     

    The
      Servicer and the Owner agree that with respect to some or all of the Mortgage
      Loans, the Owner may effect either:

     

    
      	 	
              1.

            	
              one
                or more Whole Loan Transfers;

            


    

     

    
      	 	
              2.

            	
              one
                or more Securitization
                Transactions.

            


    

     

    The
      Servicer and the Owner acknowledge and agree that the Owner is not obligated
      hereunder to offer the Servicer the opportunity to act as servicer in any
      Reconstitution. In connection with Securitization Transactions in which the
      Servicer, at the Owner’s sole discretion, shall act as the servicer in a
      Securitization Transaction, the Servicer shall execute an assignment, assumption
      and recognition agreement in the form of Exhibit
      14
      and an
      indemnification agreement in the form of Exhibit
      15,
      or
      Pooling and Servicing Agreement in the form of Exhibit
      19
      as
      applicable. In connection with the sale of Mortgage Loans by the Owner in a
      Whole Loan Transfer, the Seller and the Owner shall enter into a side letter
      whereby the Servicer shall agree to make distributions and provide reports
      to
      the purchaser of such Mortgage Loans pursuant to the terms of such
      letter.

     

    The
      Servicer shall cooperate with the Owner in connection with any Whole Loan
      Transfer or Securitization Transaction contemplated by the Owner pursuant to
      this Section 13.14, provided, however, that under no circumstances and in no
      event shall such cooperation include any act of the Servicer or any event
      affecting the Servicer which would materially increase the Servicer’s
      liabilities or obligations beyond those liabilities and obligations contained
      in
      this Agreement (except as otherwise set forth in this Section
      13.14).

     

    In
      connection with any Reconstitution in which the Servicer, at the Owner’s sole
      discretion, shall act as the servicer in the Reconstitution, the Owner shall
      deliver any agreement (the “Reconstitution Agreement”) or other document related
      to the Whole Loan Transfer or Pass- Through Transfer to the Servicer at least
      ten (10) days prior to such Whole Loan Transfer or Securitization Transaction.
      Such Reconstitution Agreement may, in the Owner’s discretion, contain
      contractual provisions not set forth in this Agreement, including, but not
      limited to, (i) customary certificate payment delays, (ii) servicer advance
      requirements for the advancing of delinquent scheduled payments of principal
      and
      interest through liquidation (unless deemed non-recoverable), (iii) servicer
      obligations to pay compensating interest for prepayment interest shortfalls
      (to
      the extent of the monthly servicing fee payable to the servicer), (iv)
      representations and warranties (dated as of the Reconstitution Date) of the
      Servicer conforming in all material respects to the representations and
      warranties in this Agreement, and (v) such provisions with regard to servicing
      responsibilities, investor reporting, segregation and deposit of principal
      and
      interest payments, custody of the Mortgage Loans, and other provisions that
      conform to secondary market standards for mortgage-backed securities backed
      by
      mortgage loans similar to the Mortgage Loans or as may be required by one or
      more Rating Agencies. The Servicer shall promptly review such Reconstitution
      Agreement and/or related documents, and provided that such Reconstitution
      Agreement contains servicing provisions substantially similar to those herein
      or
      otherwise acceptable to the Servicer in its sole discretion, shall execute
      such
      Reconstitution Agreement and/or related documents. The Owner hereby agrees
      to
      pay the Servicer a one-time fee not to exceed $10,000 for reasonable expenses
      incurred by the Servicer that relate to reviewing and commenting on the
      Reconstitution Agreement for such Initial Whole Loan Transfer or Securitization
      Transaction. Any cooperation from the Servicer in connection with any Whole
      Loan
      Transfer or Securitization Transaction contemplated by this Section shall
      include delivery of a legal opinion relating to the Servicer substantially
      similar to that attached hereto as Exhibit
      11,
      the
      furnishing of information for use in an offering document for such
      Securitization Transaction, conforming to market standards for Securitization
      Transactions of this type, relating to the Servicer and its servicing practices
      and portfolio (the “Servicer Information”). 

     

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that the Servicer is not the master servicer, servicer or sub-servicer
      with respect to a Reconstitution, any and all reasonable costs, fees and
      expenses incurred by Servicer in connection with the foregoing shall be
      reimbursed by Owner after receipt of an invoice therefor. 

     

    In
      addition, with respect to each Whole Loan Transfer or Securitization
      Transaction, as the case may be, entered into by the Owner, the Servicer
      agrees:

     

    
      	 	
              (a)

            	
              to
                cooperate fully with the Owner and any prospective purchaser with
                respect
                to all reasonable requests and due diligence procedures and with
                respect
                to servicing requirements reasonably requested by the rating agencies
                and
                credit enhancers;

            


    

     

    
      	 	
              (b)

            	
              to
                deliver to the Owner and to any Person designated by the Owner, at
                the
                Owner’s expense, such statements and audit letters of reputable, certified
                public accountants pertaining to information provided by the Servicer
                as
                shall be reasonably requested by the
                Owner;

            


    

     

    
      	 	
              (c)

            	
              to
                negotiate and execute one or more custodial agreements among the
                Owner,
                the Servicer and a third party custodian/trustee which is generally
                considered to be a prudent custodian/trustee in the secondary mortgage
                market designated by the Owner in its sole discretion after consultation
                with the Servicer, in either case for the purpose of pooling the
                Mortgage
                Loans with other Mortgage Loans for resale or securitization;
                

            


    

     

    
      	 	
              (d)

            	
              to
                transfer the servicing rights to the Owner or its designee in the
                event of
                a termination of the Servicer pursuant to Section 6.01(b), (c), (d)
                or
                Section 11.01;

            


    

     

    
      	 	
              (e)

            	
              in
                the event that the Owner appoints a credit risk manager in connection
                with
                a Securitization Transaction, to execute a credit risk management
                agreement and provide reports and information reasonably required
                by the
                credit risk manager; and 

            


    

     

    
      	 	
              (f)

            	
              to
                deliver to the Owner such information, reports, letters and certifications
                as are required pursuant to Article
                XIV
                and to indemnify the Owner and its affiliates as set forth in Article
                XIV.

            


    

     

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

    All
      Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or
      Securitization Transaction shall be subject to this Agreement and shall continue
      to be serviced in accordance with the terms of this Agreement and with respect
      thereto this Agreement shall remain in full force and effect.

     

    Section
      13.15 Force
      Majeure.

     

    A
      Party
      will not be responsible for delays or failures in performance of its obligations
      under this Agreement resulting from acts of God, strikes, riots, acts of war,
      terrorism, earthquakes or other similar events. A Party excused from performance
      pursuant to this Section shall exercise reasonable efforts to continue to
      perform its obligations hereunder and shall thereafter continue with reasonable
      due diligence and good faith to remedy its inability to so perform, except
      that
      nothing herein shall obligate either Party to settle a strike or labor dispute
      when it does not wish to do so.

     

    Section
      13.16 WAIVER
      OF TRIAL BY JURY.

     

    THE
      SERVICER AND THE OWNER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES
      TO
      THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL
      BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE
      TRANSACTIONS CONTEMPLATED HEREBY.

     

    Section
      13.17 LIMITATION
      OF DAMAGES.

     

    NOTWITHSTANDING
      ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NEITHER PARTY
      SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
      WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT
      LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT
      SUCH LIMITATION SHALL NOT BE APPLICABLE WITH RESPECT TO THIRD PARTY CLAIMS
      MADE
      AGAINST A PARTY.

     

    Section
      13.18 SUBMISSION
      TO JURISDICTION; WAIVERS.

     

    The
      Servicer hereby irrevocably and unconditionally:

     

    
      	 	
              (a)

            	
              SUBMITS
                FOR ITSELF IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT,
                OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF,
                TO
                THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE
                OF NEW
                YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE
                SOUTHERN
                DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY
                THEREOF;

            


    

     

    
      
        
        

      

      
        -59-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              CONSENTS
                THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS
                AND, TO
                THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW
                OR
                HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
                SUCH
                COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT
                COURT AND AGREES NOT TO PLEAD OR CLAIM THE
                SAME;

            


    

     

    
      	 	
              (c)

            	
              AGREES
                THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS
                IN
                ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE
                IN ANY
                OTHER JURISDICTION.

            


    

     

    ARTICLE
      XIV.

    

      COMPLIANCE
        WITH REGULATION AB.

       

    

    Section
      14.01 Intent
      of the Parties; Reasonableness. 

     

    The
      Owner
      and the Servicer acknowledge and agree that the purpose of Article
      XIV
      of this
      Agreement is to facilitate compliance by the Owner and any Depositor with the
      provisions of Regulation AB and related rules and regulations of the Commission.
      Although Regulation AB is applicable by its terms only to offerings of
      asset-backed securities that are registered under the Securities Act, the
      Servicer acknowledges that investors in privately offered securities may require
      that the Owner or any Depositor provide comparable disclosure in unregistered
      offerings. References in this Agreement to compliance with Regulation AB include
      provision of comparable disclosure in private offerings. 

     

    Neither
      the Owner nor any Depositor shall exercise its right to request delivery of
      information or other performance under these provisions other than in good
      faith, or for purposes other than compliance with the Securities Act, the
      Exchange Act and, in each case, the rules and regulations of the Commission
      thereunder (or the provision in a private offering of disclosure comparable
      to
      that required under the Securities Act) and the Sarbanes-Oxley Act. The Servicer
      acknowledges that interpretations of the requirements of Regulation AB may
      change over time, whether due to interpretive guidance provided by the
      Commission or its staff, consensus among participants in the asset-backed
      securities markets, advice of counsel, or otherwise, and agrees to comply with
      requests made by the Owner, any Master Servicer or any Depositor in good faith
      for delivery of information under these provisions on the basis of established
      and evolving interpretations of Regulation AB. In connection with any
      Securitization Transaction, the Servicer shall cooperate fully with the Owner
      and any Master Servicer to deliver to the Owner (including any of its assignees
      or designees), any Master Servicer and any Depositor, any and all statements,
      reports, certifications, records and any other information necessary in the
      good
      faith determination of the Owner, the Master Servicer or any Depositor to permit
      the Owner, such Master Servicer or such Depositor to comply with the provisions
      of Regulation AB, together with such disclosures relating to the Servicer,
      any
      Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans,
      reasonably believed by the Owner or any Depositor to be necessary in order
      to
      effect such compliance. In the event of any conflict between Article
      XIV
      and any
      other term or provision in this Agreement, the provisions of Article
      XIV
      shall
      control.

     

    
      
        
        

      

      
        -60-

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      anything to the contrary in this Agreement, the Servicer shall be under no
      obligation to provide information that the Owner or any Depositor deems required
      under Regulation AB if (i) Servicer does not believe that such information
      is
      required under Regulation AB and (ii) Servicer is not providing such information
      for its own securitizations unless the Owner or the related Depositor pays
      all
      reasonable costs incurred by Servicer in connection with the preparation and
      delivery of such information and Servicer is given reasonable time to establish
      the necessary systems and procedures to produce such information.

     

    The
      Owner
      (including any of its assignees or designees) shall cooperate with the Servicer
      by providing timely notice of requests for information under these provisions
      and by reasonably limiting such requests to information required, in the Owner’s
      reasonable judgment, to comply with Regulation AB.

     

    Section
      14.02 Additional
      Representations and Warranties of the Servicer.

     

    (a) The
      Servicer hereby represents to the Owner, to any Master Servicer and to any
      Depositor, as of the date on which information is first provided to the Owner,
      any Master Servicer or any Depositor under Section 14.03 that, except as
      disclosed in writing to the Owner, such Master Servicer or such Depositor prior
      to such date: (i) the Servicer is not aware and has not received notice that
      any
      default, early amortization or other performance triggering event has occurred
      as to any other securitization due to any act or failure to act of the Servicer;
      (ii) the Servicer has not been terminated as servicer in a residential mortgage
      loan securitization, either due to a servicing default or to application of
      a
      servicing performance test or trigger; (iii) no material noncompliance with
      the
      applicable servicing criteria with respect to other securitizations of
      residential mortgage loans involving the Servicer as servicer has been disclosed
      or reported by the Servicer; (iv) no material changes to the Servicer’s policies
      or procedures with respect to the servicing function it will perform under
      this
      Agreement and any Securitization Transaction for mortgage loans of a type
      similar to the Mortgage Loans have occurred during the three-year period
      immediately preceding the related Securitization Transaction; (v) there are
      no
      aspects of the Servicer’s financial condition that could have a material adverse
      effect on the performance by the Servicer of its servicing obligations under
      this Agreement or any Securitization Transaction; (vi) there are no material
      legal or governmental proceedings pending (or known to be contemplated) against
      the Servicer or any Subservicer; and (vii) there are no affiliations,
      relationships or transactions relating to the Servicer or any Subservicer with
      respect to any Securitization Transaction and any party thereto identified
      by
      the related Depositor of a type described in Item 1119 of Regulation
      AB.

     

    (b) If
      so
      requested by the Owner, any Master Servicer or any Depositor on any date
      following the date on which information is first provided to the Owner, any
      Master Servicer or any Depositor under Section 14.03, the Servicer shall, as
      soon as reasonably practicable but in no event more than ten (10) Business
      Days
      following such request, confirm in writing the accuracy of the representations
      and warranties set forth in paragraph (a) of this Section or, if any such
      representation and warranty is not accurate as of the date of such request,
      provide reasonably adequate disclosure of the pertinent facts, in writing,
      to
      the requesting party.

     

    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    

     

    Section
      14.03 Information
      to Be Provided by the Servicer.

     

    In
      connection with any Securitization Transaction the Servicer shall to the extent
      not previously provided (i) as soon as reasonably practicable but in no event
      more than ten (10) Business Days following request by the Owner or any
      Depositor, provide to the Owner and such Depositor (or, as applicable, cause
      each Subservicer to provide), in writing and in form and substance reasonably
      satisfactory to the Owner and such Depositor, the information and materials
      specified in paragraphs (c) and (g) of this Section, and (ii) as promptly as
      practicable following notice to or discovery by the Servicer, provide to the
      Owner and any Depositor (in writing and in form and substance reasonably
      satisfactory to the Owner and such Depositor) the information specified in
      paragraph (d) of this Section.

     

    (a) [reserved]
      

     

    (b) [reserved]

     

    (c) If
      so
      requested by the Owner or any Depositor, the Servicer shall provide such
      information regarding the Servicer, as servicer of the Mortgage Loans, and
      each
      Subservicer (each of the Servicer and each Subservicer, for purposes of this
      paragraph, a “Servicer”), as is requested for the purpose of compliance with
      Items 1108, 1117 and 1119 of Regulation AB. Such information shall include,
      at a
      minimum:

     

    (A)
      the
      Servicer’s form of organization;

     

    (B)
      a
      description of how long the Servicer has been servicing residential mortgage
      loans; a general discussion of the Servicer’s experience in servicing assets of
      any type as well as a more detailed discussion of the Servicer’s experience in,
      and procedures for, the servicing function it will perform under this Agreement
      and any Securitization Transactions; information regarding the size, composition
      and growth of the Servicer’s portfolio of residential mortgage loans of a type
      similar to the Mortgage Loans and information on factors related to the Servicer
      that may be material, in the good faith judgment of the Owner or any Depositor,
      to any analysis of the servicing of the Mortgage Loans or the related
      asset-backed securities, as applicable, including, without
      limitation:

     

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

     

    (2)
      the
      extent of outsourcing the Servicer utilizes;

     

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

     

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

     

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

     

    (5)
      such
      other information as the Owner or any Depositor may reasonably request for
      the
      purpose of compliance with Item 1108(b)(2) of Regulation AB;

     

    (C)
      a
      description of any material changes during the three-year period immediately
      preceding the related Securitization Transaction to the Servicer’s policies or
      procedures with respect to the servicing function it will perform under this
      Agreement and any Securitization Transaction for mortgage loans of a type
      similar to the Mortgage Loans;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (1) the
      sponsor;

     

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

     

    (2) the
      depositor;

     

    (3) the
      issuing entity;

     

    (4) any
      servicer;

     

    (5) any
      trustee;

     

    (6) any
      originator;

     

    (7) any
      significant obligor;

     

    (8) any
      enhancement or support provider; and

     

    (9) any
      other
      material transaction party.

    


    (d) For
      the
      purpose of satisfying the reporting obligation under the Exchange Act with
      respect to any class of asset-backed securities, the Servicer shall (or shall
      cause each Subservicer to) (i) provide prompt notice to the Owner, any Master
      Servicer and any Depositor in writing of (A) any material litigation or
      governmental proceedings involving the Servicer or any Subservicer, (B) any
      affiliations or relationships that develop following the closing date of a
      Securitization Transaction between the Servicer or any Subservicer (and any
      other parties identified in writing by the requesting party) with respect to
      such Securitization Transaction, (C) any Event of Default under the terms of
      this Agreement or any Securitization Transaction, (D) any merger, consolidation
      or sale of substantially all of the assets of the Servicer, and (E) the
      Servicer’s entry into an agreement with a Subservicer or Subcontractor to
      perform or assist in the performance of any of the Servicer’s obligations under
      this Agreement or any Securitization Transaction and (ii) provide to the Owner
      and any Depositor a description of such proceedings, affiliations or
      relationships.

     

    (e) As
      a
      condition to the succession to the Servicer or any Subservicer as servicer
      or
      subservicer under this Agreement or any Securitization Transaction by any Person
      (i) into which the Servicer or such Subservicer may be merged or consolidated,
      or (ii) which may be appointed as a successor to the Servicer or any
      Subservicer, the Servicer shall provide to the Owner and any Depositor, at
      least
      15 calendar days prior to the effective date of such succession or appointment,
      (x) written notice to the Owner and any Depositor of such succession or
      appointment and (y) in writing and in form and substance reasonably satisfactory
      to the Owner and such Depositor, all information reasonably requested by the
      Owner or any Depositor in order to comply with the Depositor’s reporting
      obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed
      securities.

     

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

     

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

     

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

     

    Section
      14.04 Servicer
      Compliance Statement.

     

    On
      or
      before March 15th of
      each
      calendar year, commencing in 2008, the Servicer shall deliver to the Owner,
      any
      Master Servicer and any Depositor a statement of compliance addressed to the
      Owner, such Master Servicer and such Depositor and signed by an authorized
      officer of the Servicer, to the effect that (i) a review of the Servicer’s
      activities during the immediately preceding calendar year (or applicable portion
      thereof) and of its performance under this Agreement and any applicable
      Securitization Transaction during such period has been made under such officer’s
      supervision, and (ii) to the best of such officers’ knowledge, based on such
      review, the Servicer has fulfilled all of its obligations under this Agreement
      and any applicable Securitization Transaction in all material respects
      throughout such calendar year (or applicable portion thereof) or, if there
      has
      been a failure to fulfill any such obligation in any material respect,
      specifically identifying each such failure known to such officer and the nature
      and the status thereof.

     

    Section
      14.05 Report
      on Assessment of Compliance and Attestation.

     

    (a) On
      or
      before March 15th of each calendar year, commencing in 2008, the Servicer
      shall:

     

    
      	 	
              (i)

            	
              deliver
                to the Owner, any Master Servicer and any Depositor a report (in
                form and
                substance reasonably satisfactory to the Owner, such Master Servicer
                and
                such Depositor) regarding the Servicer’s assessment of compliance with the
                Servicing Criteria during the immediately preceding calendar year
                (which
                shall include any services performed by an insurance tracking service
                on
                Servicer’s behalf), as required under Rules 13a-18 and 15d-18 of the
                Exchange Act and Item 1122 of Regulation AB. Such report shall be
                addressed to the Owner, such Master Servicer and such Depositor and
                signed
                by an authorized officer of the Servicer, and shall address each
                of the
                “Applicable Servicing Criteria” specified on Exhibit
                21
                hereto;

            


    

     

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              deliver
                to the Owner, any Master Servicer and any Depositor a report of a
                registered public accounting firm reasonably acceptable to the Owner,
                such
                Master Servicer and such Depositor that attests to, and reports on,
                the
                assessment of compliance made by the Servicer and delivered pursuant
                to
                the preceding paragraph. Such attestation shall be in accordance
                with
                Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities
                Act
                and the Exchange Act;

            


    

     

    
      	 	
              (iii)

            	
              cause
                each Subservicer, and each Subcontractor determined by the Servicer
                pursuant to Section 14.06(b) to be “participating in the servicing
                function” within the meaning of Item 1122 of Regulation AB, and, to the
                extent required of such Subservicer or Subcontractor under Item 1123
                of
                Regulation AB, an annual compliance certificate as and when provided
                by
                Section 12.04, to deliver to the Owner, any Master Servicer and any
                Depositor an assessment of compliance and accountants’ attestation as and
                when provided in paragraphs (a) and (b) of this Section;
                and

            


    

     

    
      	 	
              (iv)

            	
              deliver,
                and cause each Subservicer and Subcontractor described in clause
                (iii)
                above to deliver, to the Owner, any Depositor, any Master Servicer
                and any
                other Person that will be responsible for signing the certification
                (a
                “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under
                the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act
                of
                2002) on behalf of an asset-backed issuer with respect to a Securitization
                Transaction a certification, signed by the appropriate officer of
                the
                Servicer, in the form attached hereto as Exhibit
                20.

            


    

     

    The
      Servicer acknowledges that the parties identified in clause (a)(iv) above may
      rely on the certification provided by the Servicer pursuant to such clause
      in
      signing a Sarbanes Certification and filing such with the Commission. No
      certification under clause (a)(iv) above is required to be delivered unless
      a
      Depositor is required under the Exchange Act to file an annual report on Form
      10-K or any amendment thereto with respect to an issuing entity whose asset
      pool
      includes Mortgage Loans.

     

    (b) Each
      assessment of compliance provided by a Subservicer pursuant to Section
      14.05(a)(i) shall address each of the Servicing Criteria specified on a
      certification substantially in the form of Exhibit
      21
      hereto
      delivered to the Owner concurrently with the execution of this Agreement or,
      in
      the case of a Subservicer subsequently appointed as such, on or prior to the
      date of such appointment. An assessment of compliance provided by a
      Subcontractor pursuant to Section 14.05(a)(iii) need not address any elements
      of
      the Servicing Criteria other than those specified by the Servicer pursuant
      to
      Section 14.06.

     

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

     

    Section
      14.06 Use
      of
      Subservicers and Subcontractors.

     

    The
      Servicer shall not hire or otherwise utilize the services of any Subservicer
      to
      fulfill any of the obligations of the Servicer as servicer under this Agreement
      or any Securitization Transaction unless the Servicer complies with the
      provisions of paragraph (a) of this Section. The Servicer shall not hire or
      otherwise utilize the services of any Subcontractor, and shall not permit any
      Subservicer to hire or otherwise utilize the services of any Subcontractor,
      to
      fulfill any of the obligations of the Servicer as servicer under this Agreement
      or any Securitization Transaction unless the Servicer complies with the
      provisions of paragraph (b) of this Section.

     

    (a) It
      shall
      not be necessary for the Servicer to seek the consent of the Owner, any Master
      Servicer or any Depositor to the utilization of any Subservicer. The Servicer
      shall cause any Subservicer used by the Servicer (or by any Subservicer) for
      the
      benefit of the Owner and any Depositor to comply with the provisions of this
      Section and with Sections 14.02, 14.03(c), (e), (f) and (g), 14.04, 14.05 and
      14.07 of this Agreement to the same extent as if such Subservicer were the
      Servicer, and to provide the information required with respect to such
      Subservicer under Section 14.03(d) of this Agreement. The Servicer shall be
      responsible for obtaining from each Subservicer and delivering to the Owner
      and
      any Depositor any servicer compliance statement required to be delivered by
      such
      Subservicer under Section 14.04, any assessment of compliance and attestation
      required to be delivered by such Subservicer under Section 14.05 and any
      certification required to be delivered to the Person that will be responsible
      for signing the Sarbanes Certification under Section 14.05 as and when required
      to be delivered.

     

    (b) The
      Servicer shall promptly upon request provide to the Owner, any Master Servicer
      and any Depositor (or any designee of the Depositor, such as an administrator)
      a
      written description (in form and substance satisfactory to the Owner, such
      Depositor and such Master Servicer) of the role and function of each
      Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the
      identity of each such Subcontractor, (ii) which (if any) of such Subcontractors
      are “participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, and (iii) which elements of the Servicing Criteria will be
      addressed in assessments of compliance provided by each Subcontractor identified
      pursuant to clause (ii) of this paragraph.

     

    (c) As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicer shall cause any such Subcontractor used by the
      Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor
      to comply with the provisions of Sections 14.05 and 14.07 of this Agreement
      to
      the same extent as if such Subcontractor were the Servicer. The Servicer shall
      be responsible for obtaining from each Subcontractor and delivering to the
      Owner
      and any Depositor any assessment of compliance and attestation and the other
      certifications required to be delivered by such Subservicer and such
      Subcontractor under Section 14.05, in each case as and when required to be
      delivered.

     

    Section
      14.07 Indemnification;
      Remedies.

     

    (a) [Reserved];

     

    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    

     

    (b) (i) Any
      failure by the Servicer, any Subservicer or any Subcontractor to deliver any
      information, report, certification, accountants’ letter or other material when
      and as required under this Article
      XIV,
      or any
      breach by the Servicer of a representation or warranty set forth in Section
      14.02(a) or in a writing furnished pursuant to Section 14.02(b) and made as
      of a
      date prior to the closing date of the related Securitization Transaction, to
      the
      extent that such breach is not cured by such closing date, or any breach by
      the
      Servicer of a representation or warranty in a writing furnished pursuant to
      Section 14.02(b) to the extent made as of a date subsequent to such closing
      date, shall, except as provided in clause (ii) of this paragraph, immediately
      and automatically, without notice or grace period, constitute an Event of
      Default with respect to the Servicer under this Agreement and any applicable
      Securitization Transaction, and shall entitle the Owner, any Master Servicer
      or
      any Depositor, as applicable, in its sole discretion to terminate the rights
      and
      obligations of the Servicer as servicer under this Agreement and/or any
      applicable Securitization Transaction without payment (notwithstanding anything
      in this Agreement or any applicable Securitization Transaction to the contrary)
      of any compensation to the Servicer and if the Servicer is servicing any of
      the
      Mortgage Loans in a Securitization Transaction, appoint a successor servicer,
      in
      accordance with the related securitization agreement, reasonably acceptable
      to
      any Master Servicer of such Securitization Transaction; provided that to the
      extent that any provision of this Agreement and/or any applicable Securitization
      Transaction expressly provides for the survival of certain rights or obligations
      following termination of the Servicer as servicer, such provision shall be
      given
      effect. 

     

    
      	 	
              (ii)

            	
              Any
                failure by the Servicer, any Subservicer or any Subcontractor to
                deliver
                any information, report, certification or accountants’ letter when and as
                required under Section 14.04 or 14.05, including (except as provided
                in
                the following paragraph) any failure by the Servicer to identify
                pursuant
                to Section 14.06(b) any Subcontractor “participating in the servicing
                function” within the meaning of Item 1122 of Regulation AB (without regard
                to any cure period specified in Section 11.01 of the Agreement) shall
                constitute an Event of Default with respect to the Servicer under
                this
                Agreement and any applicable Securitization Transaction, and shall
                entitle
                the Owner, any Master Servicer or any Depositor, as applicable, in
                its
                sole discretion to terminate the rights and obligations of the Servicer
                as
                servicer under this Agreement and/or any applicable Securitization
                Transaction without payment (notwithstanding anything in this Agreement
                to
                the contrary) of any compensation to the Servicer; provided that
                to the
                extent that any provision of this Agreement and/or any applicable
                Securitization Transaction expressly provides for the survival of
                certain
                rights or obligations following termination of the Servicer as servicer,
                such provision shall be given effect. Notwithstanding the fact that
                the
                occurrence of an event specified in this clause (ii) shall automatically
                constitute an Event of Default under the Agreement, the Owner, Master
                Servicer or any Depositor shall give notice of such termination to
                the
                Servicer; provided, that the failure to give notice immediately upon
                the
                occurrence of such Event of Default shall not constitute a waiver
                thereof
                or impair the Owner’s, any Master Servicer’s or any Depositor’s right to
                terminate the Servicer. 

            


    

     

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

     

    None
      of
      the Owner, any Master Servicer, nor any Depositor shall be entitled to terminate
      the rights and obligations of the Servicer pursuant to this subparagraph (b)(ii)
      if a failure of the Servicer to identify a Subcontractor “participating in the
      servicing function” within the meaning of Item 1122 of Regulation AB was
      attributable solely to the role or functions of such Subcontractor with respect
      to mortgage loans other than the Mortgage Loans.

     

    
      	 	
              (iii)

            	
              The
                Servicer shall promptly reimburse the Owner (or any designee of the
                Owner,
                such as a master servicer) and any Depositor, as applicable, for
                all
                reasonable expenses incurred by the Owner (or such designee) or such
                Depositor, as such are incurred, in connection with the termination
                of the
                Servicer as servicer and the transfer of servicing of the Mortgage
                Loans
                to a successor servicer. The provisions of this paragraph shall not
                limit
                whatever rights the Owner or any Depositor may have under other provisions
                of this Agreement and/or any applicable Reconstitution Agreement
                or
                otherwise, whether in equity or at law, such as an action for damages,
                specific performance or injunctive
                relief.

            


    

     

    [SIGNATURES
      APPEAR ON NEXT PAGE]

    


    
      
        
        

      

      
        -69-

        
          

        

      

      
        
        

      

    


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

    
      	 	 	 
	 	DB
              STRUCTURED
              PRODUCTS, INC.
	 	
              (Owner)

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                

              

              Name:

            
	 	
              
                

              

              Title:

            
	 	
              
                

              

            


    

    
      
        	 	 	 
	
              	By:  	
              
	 	
                
                  

                

                Name:

              
	 	
                
                  

                

                Title:

              
	 	
                
                  

                

              


      

       

      
        
          	 	 	 
	 	GMAC
                  MORTGAGE,
                  LLC
	 	
                  (Servicer)

                
	 
 	 
 	 
 
	
                	By:  	
                
	 	
                  
                    

                  

                  Name:

                
	 	
                  
                    

                  

                  Title:

                
	 	
                  
                    

                  

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBIT
      1

    


    TRIAL
      BALANCE

    


    
      	
              Field

            	 	
              Description

            	 	
              BO
                Field

            
	
              SELLER_NAME

            	 	
              Name
                of Seller (available from "Seller Management" module under "Code"
                field,
                required field)

            	 	
              NA

            
	 	 	 	 	 
	
              ME_AS_OF_DATE

            	 	
              Cut
                off date of report (required field)

            	 	
              Data
                data as-of

            
	 	 	 	 	 
	
              INV_NUMBER

            	 	
              Investor
                Number

            	 	
              Investor
                Acct No - Prim

            
	 	 	 	 	 
	
              SERVICER_ID

            	 	
              Servicer
                loan number

            	 	
              Account
                Number

            
	 	 	 	 	 
	
              SELLER_LOANID

            	 	
              Seller
                loan number (required field)

            	 	
              Account
                Number Previous

            
	 	 	 	 	 
	
              LNAME

            	 	
              Last
                name of borrower

            	 	
              Primary
                Borrower Name

            
	 	 	 	 	 
	
              FNAME

            	 	
              First
                name of borrower

            	 	
              Primary
                Borrower Name

            
	 	 	 	 	 
	
              DATE_TRADE_FUND

            	 	
              Date
                of loan's funding with DBSP, i.e. date that DBSP bought the loan
                from the
                seller

            	 	
              NA

            
	 	 	 	 	 
	
              INTEREST_RATE

            	 	
              Gross
                interest rate on loan as of end of month being reported

            	 	
              Interest
                Rate

            
	 	 	 	 	 
	
              PRIN_INT_PYMT

            	 	
              P&I
                on loan as of end of month being reported

            	 	
              Payment
                P&I Current

            
	 	 	 	 	 
	
              LIEN

            	 	
              Lien
                of the loan

            	 	
              1st/2nd
                Product Indicator

            
	 	 	 	 	 
	
              IO_FLAG1

            	 	
              Optional:
                Y/N flag for Interest-Only loans (where applicable)

            	 	
              NA
                on MS

            
	 	 	 	 	 
	
              BEG_UPB_ACT

            	 	
              Beginning
                actual balance

            	 	
              Bal
                Prin Orig = Original Loan Balance

              Bal
                Prin Purchase = Balance at Transfer

            
	 	 	 	 	 
	
              BEG_UPB_SCH

            	 	
              Beginning
                scheduled balance

            	 	
              NA
                in BO

            
	 	 	 	 	 
	
              END_UPB_ACT

            	 	
              Ending
                actual balance

            	 	
              Bal
                Prin

            
	 	 	 	 	 
	
              END_UPB_SCH

            	 	
              Ending
                scheduled balance

            	 	
              NA
                in BO

            
	 	 	 	 	 
	
              PAID_THRU_DATE

            	 	
              Paid
                through date of the loan (required field)

            	 	
              Date
                Interest Collected To

            
	 	 	 	 	 
	
              NEXT_DUE_DATE

            	 	
              Next
                due date at end of month being reported (required field)

            	 	
              Date
                Payment Due (Next)

            
	 	 	 	 	 
	
              DAYS_DELQ

            	 	
              Days
                delinquent at end of month being reported

            	 	
              Days
                Delq

            
	 	 	 	 	 
	
              PIF_DATE

            	 	
              Payoff
                date (required field)

            	 	
              Date
                Payoff Trans Posted

            
	 	 	 	 	 
	
              PRIN_AMT_ACT

            	 	
              Actual
                collected principal remitted to DBSP

            	 	
              Net
                Principal Transactions

            
	 	 	 	 	 
	
              PRIN_AMT_SCH

            	 	
              Scheduled
                principal remitted to DBSP

            	 	
              NA
                in BO

            
	 	 	 	 	 
	
              CURTAILMENT

            	 	
              Curtailment
                remitted to DBSP (required field)

            	 	
              Net
                Curtailment Transactions

            
	 	 	 	 	 
	
              INT_AMT_ACT

            	 	
              Actual
                collected interest remitted to DBSP

            	 	
              Net
                Interest Transactions

            
	 	 	 	 	 
	
              INT_AMT_SCH

            	 	
              Scheduled
                interest remitted to DBSP

            	 	
              NA
                in BO

            
	 	 	 	 	 
	
              PREPAY_PENALTY_AMT

            	 	
              PPP
                remitted to DBSP

            	 	
              Net
                PPP Transactions

            
	 	 	 	 	 
	
              SERVICE_FEE_SCH

            	 	
              Service
                fee charged per loan for the month being reported on a scheduled
                pool

            	 	
              NA
                in BO

            
	 	 	 	 	 
	
              SERVICE_FEE_ACT

            	 	
              Service
                fee charged per loan for the month being reported on a actual
                pool

            	 	
              NA
                in BO

            
	 	 	 	 	 
	
              STATUS

            	 	
              Status
                of loan as of end of month being reported; "BKCY" =loan is in bankruptcy
                (chapter given by "BKCY_CHAPTER" field; "FBRE" = loan is on a forbearance
                plan; "FCLS" = loan 'is in foreclousre; "REO" = loan is in REO (required
                field)

            	 	
              Default
                Scenario 2

            
	 	 	 	 	 
	
              BKCY_CHAPTER

            	 	
              Bankruptcy
                chapter filed

            	 	
              Bankrupcty
                Code Trans to Chapter

            
	 	 	 	 	 
	
              BKCY_START_DATE

            	 	
              Bankruptcy
                start date

            	 	
              Date
                Bkr Filed

            
	 	 	 	 	 
	
              FCLS_START_DATE

            	 	
              Foreclosure
                start date

            	 	
              Date
                Fcl Frst Task Complt

            
	 	 	 	 	 
	
              REO_TRANSFER_DATE

            	 	
              REO
                transfer date

            	 	
              ??

            
	 	 	 	 	 
	
              MISC_ADJ1

            	 	
              Loan
                level breakdown of any miscellaneous adjustment

            	 	
              ??

            
	 	 	 	 	 
	
              COMMENT1

            	 	
              Comment
                describing nature of misc_adj1

            	 	
              ??

            
	 	 	 	 	 
	
              NON_CASH_MISC_ADJ1

            	 	
              Loan
                level breakdown of any non cash miscellaneous adjustment

            	 	
              ??

            
	 	 	 	 	 
	
              COMMENT1

            	 	
              Comment
                describing nature of non cash misc_adj1

            	 	
              ??

            
	 	 	 	 	 
	
              MISC_ADJ2

            	 	
              Loan
                level breakdown of any miscellaneous adjustment

            	 	
              ??

            
	 	 	 	 	 
	
              COMMENT2

            	 	
              Comment
                describing nature of misc_adj2

            	 	
              ??

            
	 	 	 	 	 
	
              NON_CASH_MISC_ADJ2

            	 	
              Loan
                level breakdown of any non cash miscellaneous adjustment

            	 	
              ??

            
	 	 	 	 	 
	
              COMMENT2

            	 	
              Comment
                describing nature of non cash misc_adj1

            	 	
              ??

            
	 	 	 	 	 
	
              TOT_REMIT

            	 	
              Loan
                level total amount remitted to DBSP

            	 	
              ??

            


    

    


    
      
        
        

      

      
        Exh.
          1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      2

    


    CUSTODIAL
      ACCOUNT CERTIFICATION


    


    _______
      __, 2007

    


    The
      Servicer hereby certifies that it has established the account described below
      as
      a Custodial Account pursuant to Section 2.06 of the Amended and Restated
      Servicing Agreement, dated as of August 5, 2005, as amended and restated to
      and
      including January 2, 2007, Fixed and Adjustable Rate Mortgage
      Loans.

    


    Title
      of
      Account: [__________________]
      in trust for
“[                      
     ], Fixed and Adjustable Rate Residential Mortgage
      Loans.”

    


    Account
      Number: ______________________________

    


    Address
      of office or branch

    of
      the
      Servicer at

    which
      Account is maintained: ______________________________

     

    
      
        
          	 	 	
                  [___________________________]

                
	 	 	
                  Servicer

                
	 	 	 
	
                	By:  	
                
	 	
                  
                    

                  

                  Name:

                
	 	
                  
                    

                  

                  Title:

                
	 	
                  
                    

                  

                  
                    Date:

                  

                
	 	
                  
                    

                  

                


        

         

        
          
            
            

          

          
            Exh.
              2-1

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBIT
      3

    


    CUSTODIAL
      ACCOUNT LETTER AGREEMENT


    


    _______
      __, 2007

    


    
      	To:	
              ___________________________

            


    

    ___________________________

    ___________________________

    (the
      “Depository”)

    


    As
      Servicer under the Amended and Restated Servicing Agreement, dated as of [
      ],
      2007, Fixed and Adjustable Rate Mortgage Loans (the “Agreement”), we hereby
      authorize and request you to establish an account, as a Custodial Account
      pursuant to Section 2.06 of the Agreement, to be designated
“[___________________________], as servicer, in trust for [ ]” All deposits in
      the account shall be subject to withdrawal therefrom by order signed by the
      Servicer. You may refuse any deposit which would result in violation of the
      requirement that the account be fully insured as described below. This letter
      is
      submitted to you in duplicate. Please execute and return one original to
      us.

    
       

      
        
          
            	 	 	
                    [__________________________________]

                  
	 	 	
                    Servicer

                  
	 	 	 
	
                  	By:  	
                  
	 	
                    
                      

                    

                    Name:

                  
	 	
                    
                      

                    

                    Title:

                  
	 	
                    
                      

                    

                    
                      Date:

                    

                  
	 	
                    
                      

                    

                  


          

           

          
            
              
              

            

            
              Exh.
                3-1

              
                

              

            

            
              
              

            

          

        

      

    

     

    The
      undersigned, as Depository, hereby certifies that the above described account
      has been established under Account Number __________, at the office of the
      Depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. The full amount deposited at any time in the account will be
      insured by the Federal Deposit Insurance Corporation.

    
       

      
        
          
            	 	 	
                    
                      

                    

                    Depository

                  
	 	 	 
	 	 	 
	
                  	By:  	
                  
	 	
                    
                      

                    

                    Name:

                  
	 	
                    
                      

                    

                    Title:

                  
	 	
                    
                      

                    

                    
                      Date:

                    

                  
	 	
                    
                      

                    

                  


          

           

          
            
              
              

            

            
              Exh.
                3-2

              
                

              

            

            
              
              

            

          

        

      

    

     

    EXHIBIT
      4

    


    ESCROW
      ACCOUNT CERTIFICATION

    


    _________
      ___, 2007

    


    ________________________
      hereby certifies that it has established the account described below as an
      Escrow Account pursuant to Section 2.08 of the Amended and Restated Servicing
      Agreement, dated as of August 5, 2005, as amended and restates to and including
      January 2, 2007, Fixed and Adjustable Rate Residential Mortgage
      Loans.

    


    Title
      of
      Account: “[___________________________],
      in trust for Owners of Residential Fixed and Adjustable Rate Mortgage Loans,
      and
      various Mortgagors.”

    


    Account
      Number: _________________________

    


    Address
      of office or branch

    of
      the
      Servicer at

    which
      Account is maintained: _________________________


    


    
      	 	 
	 	 
	 	 


    

    
       

      
        
          
            	 	 	
                    [__________________________________]

                  
	 	 	
                    Servicer

                  
	 	 	 
	
                  	By:  	
                  
	 	
                    
                      

                    

                    Name:

                  
	 	
                    
                      

                    

                    Title:

                  
	 	
                    
                      

                    

                  


          

           

          
            
              
              

            

            
              Exh.
                4-1

              
                

              

            

            
              
              

            

          

        

      

    


    EXHIBIT
      5

    


    ESCROW
      ACCOUNT LETTER AGREEMENT

    


    _______
      ___, 2004

     

    
      
        	To:	
                _____________________________

              


      

    

    _____________________________

    _____________________________

    (the
      “Depository”)

    


    As
      Servicer under the Amended and Restated Servicing Agreement, dated as of [
      ],
      2007, Fixed and Adjustable Rate B/C Residential Mortgage Loans (the
“Agreement”), we hereby authorize and request you to establish an account, as an
      Escrow Account pursuant to Section 2.08 of the Agreement, to be designated
      as
“[___________________________], in trust for the Owners of Residential Fixed
      and
      Adjustable Rate Mortgage Loans, and various Mortgagors.” All deposits in the
      account shall be subject to withdrawal therefrom by order signed by the
      Servicer. You may refuse any deposit which would result in violation of the
      requirement that the account be fully insured as described below. This letter
      is
      submitted to you in duplicate. Please execute and return one original to
      us.

    
       

      
        
          
            	 	 	
                    [__________________________________]

                  
	 	 	
                    Servicer

                  
	 	 	 
	
                  	By:  	
                  
	 	
                    
                      

                    

                    Name:

                  
	 	
                    
                      

                    

                    Title:

                  
	 	
                    
                      

                    

                    
                      Date:

                    

                  
	 	
                    
                      

                    

                  


          

           

        

      

    

    The
      undersigned, as Depository, hereby certifies that the above described account
      has been established under Account Number ______, at the office of the
      Depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. The full amount deposited at any time in the account will be
      insured by the Federal Deposit Insurance Corporation.

    
       

      
        
          
            	 	 	
                    
                      

                    

                    Depository

                  
	 	 	 
	 	 	 
	
                  	By:  	
                  
	 	
                    
                      

                    

                    Name:

                  
	 	
                    
                      

                    

                    Title:

                  
	 	
                    
                      

                    

                    
                      Date:

                    

                  
	 	
                    
                      

                    

                  


          

        

      

    

     

    
      
        
        

      

      
        Exh.
          5-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      6

    


    MORTGAGE
      LOAN DOCUMENTS

    


    The
      following documents shall generally constitute the Mortgage Loan Documents
      with
      respect to each Mortgage Loan, it being understood that the Owner shall deliver
      copies of all such documents in its possession or under its control, and shall
      use all reasonable efforts to obtain and deliver to the Servicer any such
      documents not in its possession or under its control:

    


    
      	 	
              (a)

            	
              the
                original Mortgage Note bearing all intervening endorsements, endorsed
“Pay
                to the order of _________, without recourse” and signed in the name of the
                last endorsee (the “Last Endorsee”) by an authorized officer. To the
                extent that there is no room on the face of the Mortgage Notes for
                endorsements, the endorsement may be contained on an allonge, if
                state law
                so allows and the Custodian is so advised by the loan seller that
                state
                law so allows. If the Mortgage Loan was acquired by the loan seller
                in a
                merger, the endorsement must be by “[Last Endorsee], successor by merger
                to [name of predecessor]”. If the Mortgage Loan was acquired or originated
                by the Last Endorsee while doing business under another name, the
                endorsement must be by “[Last Endorsee], formerly known as [previous
                name]”;

            


    

    


    
      	
            	(b)	
              the
                original of any guarantee executed in connection with the Mortgage
                Note;

            


    

    


    
      	 	
              (c)

            	
              the
                original Mortgage with evidence of recording thereon. If in connection
                with any Mortgage Loan, the loan seller cannot deliver or cause to
                be
                delivered the original Mortgage with evidence of recording thereon
                on or
                prior to the Transfer Date because of a delay caused by the public
                recording office where such Mortgage has been delivered for recordation
                or
                because such Mortgage has been lost or because such public recording
                office retains the original recorded Mortgage, the loan seller shall
                deliver or cause to be delivered to the Custodian, a photocopy of
                such
                Mortgage, together with (i) in the case of a delay caused by the
                public recording office, an Officer’s Certificate of the loan seller (or
                certified by the title company, escrow agent, or closing attorney)
                stating
                that such Mortgage has been dispatched to the appropriate public
                recording
                office for recordation and that the original recorded Mortgage or
                a copy
                of such Mortgage certified by such public recording office to be
                a true
                and complete copy of the original recorded Mortgage will be promptly
                delivered to the Custodian upon receipt thereof by the loan seller;
                or
                (ii) in the case of a Mortgage where a public recording office
                retains the original recorded Mortgage or in the case where a Mortgage
                is
                lost after recordation in a public recording office, a copy of such
                Mortgage certified by such public recording office to be a true and
                complete copy of the original recorded
                Mortgage;

            


    

     

    
      
        
        

      

      
        Exh.
          6-1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              the
                originals of all assumption, modification, consolidation or extension
                agreements, if any, with evidence of recording
                thereon;

            


    

    


    
      	 	
              (e)

            	
              the
                original Assignment of Mortgage for each Mortgage Loan, in form and
                substance acceptable for recording. The Assignment of Mortgage must
                be
                duly recorded only if recordation is either necessary under applicable
                law
                or commonly required by private institutional mortgage investors
                in the
                area where the Mortgaged Property is located or on direction of the
                Owner
                as provided in this Agreement. If the Assignment of Mortgage is to
                be
                recorded, the Mortgage shall be assigned to the Owner. If the Assignment
                of Mortgage is not to be recorded, the Assignment of Mortgage shall
                be
                delivered in blank. If the Mortgage Loan was acquired by the loan
                seller
                in a merger, the Assignment of Mortgage must be made by “[Seller],
                successor by merger to [name of predecessor]”. If the Mortgage Loan was
                acquired or originated by the loan seller while doing business under
                another name, the Assignment of Mortgage must be by “[Seller], formerly
                known as [previous name]”;

            


    

    


    
      	 	
              (f)

            	
              the
                originals of all intervening assignments of mortgage (if any) evidencing
                a
                complete chain of assignment from the Originator to the Last Endorsee
                with
                evidence of recording thereon, or if any such intervening assignment
                has
                not been returned from the applicable recording office or has been
                lost or
                if such public recording office retains the original recorded assignments
                of mortgage, the loan seller shall deliver or cause to be delivered
                to the
                Custodian, a photocopy of such intervening assignment, together with
                (i) in the case of a delay caused by the public recording office, an
                Officers Certificate of the loan seller (or certified by the title
                company, escrow agent, or closing attorney) stating that such intervening
                assignment of mortgage has been dispatched to the appropriate public
                recording office for recordation and that such original recorded
                intervening assignment of mortgage or a copy of such intervening
                assignment of mortgage certified by the appropriate public recording
                office to be a true and complete copy of the original recorded intervening
                assignment of mortgage will be promptly delivered to the Custodian
                upon
                receipt thereof by the loan seller; or (ii) in the case of an
                intervening assignment where a public recording office retains the
                original recorded intervening assignment or in the case where an
                intervening assignment is lost after recordation in a public recording
                office, a copy of such intervening assignment certified by such public
                recording office to be a true and complete copy of the original recorded
                intervening assignment;

            


    

    


    
      	 	
              (g)

            	
              The
                original mortgagee policy of title insurance or, in the event such
                original title policy is unavailable, a certified true copy of the
                related
                policy binder or commitment for title certified to be true and complete
                by
                the title insurance company; 

            


    

    


    
      	 	
              (h)

            	
              original
                powers of attorney, if applicable, or, if in connection with any
                Mortgage
                Loan, the loan seller cannot deliver or cause to be delivered the
                original
                power of attorney with evidence of recording thereon, if applicable,
                on or
                prior to the Transfer Date because of a delay caused by the public
                recording office, the loan seller shall deliver or cause to be delivered
                to the Custodian, a photocopy of such power of attorney, together
                with an
                Officer’s Certificate of the loan seller (or certified by the title
                company, escrow agent, or closing attorney) stating that such power
                of
                attorney has been dispatched to the appropriate public recording
                office
                for recordation and that the original recorded power of attorney
                or a copy
                of such power of attorney certified by such public recording office
                to be
                a true and complete copy of the original recorded power of attorney
                will
                be promptly delivered to the Custodian upon receipt thereof by the
                loan
                seller; and

            


    

     

    
      
        
        

      

      
        Exh.
          6-2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              security
                agreement, chattel mortgage or equivalent document executed in connection
                with the Mortgage.

            


    

    


    The
      following documents, together with the Mortgage Loan Documents, shall constitute
      the Mortgage File with respect to each Mortgage Loan:

    


    
      	 	
              (a)

            	
              The
                original hazard insurance policy and, if required by law, flood insurance
                policy.

            


    

    


    
      	
            	(b)	
              Residential
                loan application.

            


    

    


    
      	
            	(c)	
              Mortgage
                Loan closing statement.

            


    

    


    
      	 	
              (d)

            	
              Verification
                of employment and income except for Mortgage Loans originated under
                a
                Limited Documentation Program.

            


    

    


    
      	
            	(e)	
              Verification
                of acceptable evidence of source and amount of
                downpayment.

            


    

    


    
      	
            	(f)	
              Credit
                report on the Mortgagor.

            


    

    


    
      	
            	(g)	
              Residential
                appraisal report, if available.

            


    

    


    
      	
            	(h)	
              Photograph
                of the Mortgaged Property.

            


    

    


    
      	
            	(i)	
              Survey
                of the Mortgaged Property, if any.

            


    

    


    
      	 	
              (j)

            	
              Copy
                of each instrument necessary to complete identification of any exception
                set forth in the exception schedule in the title policy, i.e., map
                or
                plat, restrictions, easements, sewer agreements, home association
                declarations, etc.

            


    

    


    
      	
            	(k)	
              All
                required disclosure statements.

            


    

    


    
      	 	
              (l)

            	
              If
                available, termite report, structural engineer’s report, water potability
                and septic certification.

            


    

    


    
      	
            	(m)	
              Sales
                contract, if applicable.

            


    

     

    
      
        
        

      

      
        Exh.
          6-3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (n)

            	
              Tax
                receipts, insurance premium receipts, ledger sheets, payment history
                from
                date of origination, insurance claim files, correspondence, current
                and
                historical computerized data files, and all other processing, underwriting
                and closing papers and records which are customarily contained in
                a
                mortgage loan file and which are required to document the Mortgage
                Loan or
                to service the Mortgage Loan.

            


    

    


    
      	
            	(o)	
              Amortization
                schedule, if applicable.

            


    

    


    
      
        
        

      

      
        Exh.
          6-4

        
          

        

      

      
        
        



    

    EXHIBIT
      7

    


    MORTGAGE
      LOAN SCHEDULE

     

    
      
        
        

      

      
        Exh.
          7-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      8

    


    TRANSFER
      INSTRUCTIONS


    

      
        	
                I
                  TRANSMISSION OF DATA

              	 	 	
                4

              	 
	 	 	 	 	 
	
                II
                  AUTOMATED (TAPE TO TAPE) TRANSFERS

              	 	 	
                5

              	 
	 	 	 	 	 
	
                III
                  SEMI-AUTOMATED TRANSFERS- ELECTRONIC DATA FILES

              	 	 	
                7

              	 
	 	 	 	 	 
	
                I
                  SEMI-AUTOMATED

              	 	 	
                8

              	 
	 	 	 	 	 
	
                IV
                  GENERAL REQUIREMENTS

              	 	 	
                11

              	 
	 	 	 	 	 
	
                TRANSFER
                  OF RECORDS

              	 	 	
                11

              	 
	
                A)
                  INFORMATION REQUIRED FOR EACH ACCOUNT

              	 	 	
                11

              	 
	
                B)
                  ASSIGNMENT OF GMAC MORTGAGE LOAN NUMBERS

              	 	 	
                11

              	 
	
                C)
                  SUSPENSE BALANCES

              	 	 	
                11

              	 
	
                D)
                  CORPORATE ADVANCE BALANCES

              	 	 	
                11

              	 
	
                E)
                  INTEREST ON ESCROW REQUIREMENTS

              	 	 	
                11

              	 
	
                F)
                  YEAR-END REPORTING

              	 	 	
                11

              	 
	
                G)
                  BUYDOWN REQUIREMENTS

              	 	 	
                12

              	 
	
                H)
                  GRADUATED PAYMENT

              	 	 	
                12

              	 
	
                I)
                  INTEREST IN ADVANCE

              	 	 	
                12

              	 
	
                J)
                  ACCRUED LATE CHARGE REQUIREMENTS

              	 	 	
                12

              	 
	
                K)
                  ODD PAYMENT DUE DATES IN SELLER LOAN NUMBER

              	 	 	
                13

              	 
	
                L)
                  ESCROW ANALYSIS

              	 	 	
                13

              	 
	
                M)
                  SECOND MORTGAGES

              	 	 	
                13

              	 
	
                N)
                  RETENTION OF SUPPORTING DOCUMENTATION

              	 	 	
                13

              	 
	
                O)
                  MULTIPLE CO-BORROWERS

              	 	 	
                13

              	 
	
                P)
                  SOLDIERS’ AND SAILORS’ CIVIL RELIEF ACT OF 1940 (SSCRA)

              	 	 	
                14

              	 
	
                Q)
                  DAILY SIMPLE INTEREST

              	 	 	
                14

              	 
	
                R)
                  DEFERRED INTEREST BALANCES

              	 	 	
                14

              	 
	
                S)
                  UNCOLLECTED INTEREST

              	 	 	
                14

              	 
	
                T)
                  DATE OF FIRST DELINQUENCY

              	 	 	
                14

              	 
	
                U)
                  BIWEEKLY LOANS

              	 	 	
                14

              	 
	
                V)
                  HOEPA and HIGH COST LOANS

              	 	 	
                15

              	 


      

       

      
        
          
          

        

        
          Exh.
            8-1

          
            

          

        

        
          
          

        

      

       

      
        	
                V
                  MISCELLANEOUS

              	 	 	
                15

              	 
	 	 	 	 	 
	
                Mortgagor
                  Payments

              	 	 	
                15

              	 
	
                Check
                  deliveries to Purchaser

              	 	 	
                15

              	 
	
                Correspondence
                  Received After Transfer

              	 	 	
                15

              	 
	 	 	 	 	 
	
                VI
                  CUSTOMER NOTIFICATION

              	 	 	
                16

              	 
	 	 	 	 	 
	
                VII
                  FILE SHIPMENT REQUIREMENTS

              	 	 	
                21

              	 
	 	 	 	 	 
	
                VIII
                  MERS

              	 	 	
                22

              	 
	 	 	 	 	 
	
                IX
                  INVESTOR INFORMATION

              	 	 	
                22

              	 
	 	 	 	 	 
	
                X
                  TAX REQUIREMENTS

              	 	 	
                23

              	 
	 	 	 	 	 
	
                XI
                  HAZARD/FLOOD INSURANCE REQUIREMENTS

              	 	 	
                26

              	 
	 	 	 	 	 
	
                XII
                  LOSS DRAFTS / ESCROW HOLDBACK

              	 	 	
                28

              	 
	 	 	 	 	 
	
                XIII
                  PMI/MI REQUIREMENTS

              	 	 	
                29

              	 
	 	 	 	 	 
	
                XIV
                  LIFE, A&H, DISABILITY INSURANCE

              	 	 	
                31

              	 
	 	 	 	 	 
	
                Optional
                  Insurance

              	 	 	
                31

              	 
	 	 	 	 	 
	
                XV
                  DEFAULT REQUIREMENTS

              	 	 	
                32

              	 
	 	 	 	 	 
	
                A)
                  Delinquency Reports

              	 	 	
                32

              	 
	
                B)
                  Collection - Contact and Collection histories

              	 	 	
                32

              	 
	
                C)
                  Foreclosure

              	 	 	
                32

              	 
	
                D)
                  Bankruptcy

              	 	 	
                33

              	 
	
                E)
                  Loss Mitigation

              	 	 	
                33

              	 
	
                F)
                  REO

              	 	 	
                34

              	 


      

       

      
        
          
          

        

        
          Exh.
            8-2

          
            

          

        

        
          
          

        

      

       

      
        	
                XVI
                  ASSUMPTIONS, NAME CHANGES AND PARTIAL RELEASES

              	 	 	
                34

              	 
	 	 	 	 	 
	
                XVII
                  PAID-IN-FULLS

              	 	 	
                35

              	 
	 	 	 	 	 
	
                XVIII
                  DISHONORED AND MISAPPLIED PAYMENTS

              	 	 	
                36

              	 
	 	 	 	 	 
	
                XIX
                  ARM REQUIREMENTS

              	 	 	
                37

              	 
	 	 	 	 	 
	
                ATTACHMENT
                  1 - PAYMENT
                  ENCLOSURE SHEET

              	 	 	
                38

              	 
	 	 	 	 	 
	
                ATTACHMENT
                  2 - INFORMATION
                  ENCLOSURE SHEET

              	 	 	
                39

              	 
	 	 	 	 	 
	
                ATTACHMENT
                  3 - PAYOFF
                  ENCLOSURE SHEET

              	 	 	
                40

              	 
	 	 	 	 	 
	
                ATTACHMENT
                  4 ELECTRONIC
                  DATA FILE FOR SEMI-AUTOMATED
                  TRANSFERS

              	 	 	
                41

              	 
	 	 	 	 	 
	
                ATTACHMENT
                  5 - HAZARD
                  CLAIM INFORMATION

              	 	 	
                42

              	 
	 	 	 	 	 
	
                ATTACHMENT
                  6 - FILE
                  LABELS

              	 	 	
                44

              	 
	 	 	 	 	 
	
                ATTACHMENT
                  7 - DELINQUENCY
                  INFORMATION - ELECTRONIC FORMAT

              	 	 	
                45

              	 
	 	 	 	 	 
	
                ATTACHMENT
                  8 - NEW
                  JERSEY REQUEST FORM

              	 	 	
                46

              	 


      

    

     

    
      
        
        

      

      
        Exh.
          8-3

        
          

        

      

      
        
        

      

    

     

    *
      if
      applicable

     

    I
      TRANSMISSION OF DATA

    


    To
      meet
      GLBA guidelines and provide a secure method of transferring customer
      information, GMAC Mortgage, LLC (”GMACM”) requires one of the following forms of
      data transmission. This includes the transmission of test and conversion data
      files (WILMA), trial balances, loan histories, and any other reports which
      contain customer specific data (e.g., name, address, loan number, SSN,
      etc.).

    


    
      	 	
              1.

            	
              FTP
                Transmission with encryption
                (approx. 3 weeks to implement) - GMACM requires the following information
                to implement this process: contact name, email address, phone number
                and
                the name or IP address of the source
                computer.

            


    

    


    Delivery
      Notification Method: Send an email regarding the FTP transmission to:
      LSU_shared@gmacm.com Such notification shall include the number of loans in
      the
      transmission. Email subject line format: Transfer Date, Company Name, # of
      loans
      (e.g., 6/1/04, ABC Mortgage, 100 loans)

     

    
      	 	
              2.

            	
              Email
                with encrypted attachment
                (less than 1 week to implement) - GMACM recommends PGP-encryption
                which
                combines strong (128-bit) encryption and digital signatures for secure
                attachments. PGP Corporation offers several products for PGP encryption.
                ‘PGP Personal Desktop’ product is a low cost version that will work for
                data transmission to GMACM. The following is a web site link to that
                product: http://www.pgp.com/products/desktop/personal/features.html
                

            


    

    


    GMACM
      will assist you in any way to implement this product. If you are unable to
      attain a license, we will supply a temporary license for you.

    


    Delivery
      Method: Email files to: GMACM_Transfers@gmacm.com. Email subject line format:
      Transfer Date, Company Name, # of loans (e.g., 6/1/04, ABC Mortgage, 100
      loans)

     

    
      	 	
              3.

            	
              Password
                protected CD-ROM
                delivered to GMACM. Password to be provided to GMACM via email or
                telephone.

            


    

    


    Delivery
      Method: Ship via overnight express (e.g., FedEx) the CD-ROM to:

    


    GMAC
      Mortgage, LLC

    Attn:
      Sales & Acquisitions

    3451
      Hammond Avenue

    Waterloo,
      IA 50702

    


    
      
        
        

      

      
        Exh.
          8-4

        
          

        

      

      
        
        

      

    


    *if
      applicable

    II
      AUTOMATED (TAPE TO TAPE) TRANSFERS

    


    Conversion
      Test Tape(s)

     

    Upon
      request, Servicer shall provide GMACM conversion tapes or cartridges in
      Servicer’s tape format (in Servicer’s loan number order to include only the
      transfer portfolio) to be received within 3 Business Days of request, and send
      to:

     

    DLS
      Tape Unit

    Attn:
      Fiserv

    AIM
      Number 199-3070

    701
      Market Street

    Philadelphia,
      PA  19106-7899

    


    
      	 	
              1.

            	
              Conversion
                Test Tape(s) or Cartridge(s) should include master file, pool master,
                security holder name and address, security holders, ARM loan information,
                and automatic payment information.

            


    

    


    
      	 	
              2.

            	
              Send
                completed transmittal form (provided under separate cover), trial
                balance
                and data dictionary to Fiserv within 3 Business Days of request.
                

            


    

    


    
      	 	
              3.

            	
              Fax
                or email a copy of the transmittal
                to:

            


    

    


    Kim
      Jensen, Loan Set Up

    319-236-4633
      (fax)

    kim_jensen@gmacm.com

    


    
      	 	
              4.

            	
              Ship
                the following documentation to:

            


    

    


    Kim
      Jensen, Loan Set Up

    GMAC
      Mortgage, LLC

    3451
      Hammond Avenue

    Waterloo,
      IA 50702

    


    
      	 	
              ·

            	
              Hazard
                Payee Listing (one numeric and one alpha) of only the payees involved
                in
                the transfer portfolio to include hazard payee number, payee name
                and
                address.

            


      	 	 	 


    

    
      	 	
              ·

            	
              Tax
                Payee Listing (one numeric and one alpha) of only the payees involved
                in
                the transfer portfolio to include tax payee number, payee name, address
                and tax installment due dates.

            


      	 	 	 


    

    
      	 	
              ·

            	
              PMI
                Payee Listing (one numeric and one alpha) of only the payees involved
                in
                the transfer portfolio to include PMI payee number, payee name,
                address.

            


      	 	 	 


    

    
      	 	
              ·

            	
              Data
                Dictionary to include information on occupancy codes, property type
                descriptions, bankruptcy codes, foreclosure codes,
                etc.

            


    

     

    
      
        
        

      

      
        Exh.
          8-5

        
          

        

      

      
        
        

      

    

     

    Final
      Conversion Tape

    


    
      	 	
              1.

            	
              Servicer
                shall provide a magnetic final conversion tape or cartridge to include
                all
                mortgage loan servicing data as of the transfer Cutoff Date no later
                than
                two (2) Business Days after the Transfer Cutoff Date (Saturday Express
                delivery may be required). Questions concerning conversion tape
                requirements should be directed to: Kim Jensen, Loan Set Up at
                319/236-5421.

            


    

    


    
      	 	
              2.

            	
              The
                following documentation must be submitted two (2) business days after
                Transfer Cutoff Date via fax (319/236-4633 Attention: S&A
                Coordinator)
                or email as an encrypted
                attachment:

            


    

    


    
      	 	
              ·

            	
              One
                copy of detailed trial balance for total portfolio providing total
                number
                of loans, total outstanding principal balance, total P&I, total
                T&I, total suspense, total A&H, total payment amount and total
                escrow balances, total accrued late charges, total corporate advance
                balances, total uncollected interest (daily simple interest loans),
                total
                deferred interest (e.g., capitalized interest), and total buydown
                balance.

            


    

     

    
      
        
        

      

      
        Exh.
          8-6

        
          

        

      

      
        
        

      

    

     

    *if
      applicable

    


    III
      SEMI-AUTOMATED TRANSFERS - ELECTRONIC DATA FILES

    


    For
      any
      portfolio determined to be a semi-automated conversion process, Servicer will
      provide the following for each loan included in the manual transfer. See Section
      I Transmission of Data for delivery options.

    


    
      	
              A)

            	
              Electronic
                Data Files

            


    

    


    
      	 	
              1.

            	
              Servicer
                will provide a test file of the WILMA Layout (see Attachment 4 -
                Electronic Data File) no later than 30 days prior to the Transfer
                Date.
                Fields should be populated with value, dollar, zero or blank. Do
                not use
                NA. Within 48 hours of receipt, GMACM will review the file and advise
                Servicer of any problems. GMACM may request the Servicer to transmit
                additional information.

            


    

    


    
      	 	
              2.

            	
              Within
                1 Business Day after the Transfer Date, Servicer shall provide a
                final
                conversion file (data as of Transfer Cutoff Date) of the WILMA Layout.
                Within 24 hours of receipt, GMACM will review the file and advise
                Servicer
                of any problems. GMACM may request the Servicer to transmit additional
                information. 

            


    

    


    a. The
      conversion file shall include all loans funded by the investor. Any loans which
      were paid in full prior to the Transfer Date should reflect a zero principal
      balance and the date of payoff should be noted.

    


    b. The
      conversion file shall include an identifier for prime and sub-prime
      loans.

    


    
      	
              B)

            	
              Trial
                Balance

            


    

    


    
      	 	
              3.

            	
              The
                following documentation must be submitted two (2) business days after
                Transfer Cutoff Date via fax (319-236-4633 Attention: S&A
                Coordinator)
                or email as an encrypted
                attachment:

            


    

    


    
      	
            	·	
              One
                copy of detailed trial balance for total portfolio providing total
                number
                of loans, total outstanding principal balance, total P&I, total
                T&I, total suspense, total A&H, total payment amount and total
                escrow balances, total accrued late charges, total corporate advance
                balances, total uncollected interest (daily simple interest loans),
                total
                deferred interest (e.g., capitalized interest), and total buydown
                balance.

            


    

     

    
      
        
        

      

      
        Exh.
          8-7

        
          

        

      

      
        
        

      

    

     

    Semi-Automated
      Transfers (continued)

    


    
      	
              C)

            	
              Mortgage
                Loan Files

            


    

     

    
      	 	
              1.

            	
              Servicer
                shall deliver to GMACM all Mortgage Loan Files involved in the
                Semi-Automated Transfer. Files will contain, but not be limited to,
                the
                documents identified below (as applicable) which are critical for
                boarding
                the loans to GMACM’s
                system:

            


    

     

    
      	
            	·	
              Legal
                Description (Exhibit A) / Tax Contract
                (copy)

            


      	 	 	 


    

    
      	
            	·	
              Homeowner
                authorization if NY or NJ

            


      	 	 	 


    

    
      	
            	·	
              Note
                (or copy) with riders

            


      	 	 	 


    

    
      	
            	·	
              Buydown
                agreement/rider

            


      	 	 	 


    

    
      	
            	·	
              Unrecorded
                Mortgage/Deed of Trust with riders (recorded if
                available)

            


      	 	 	 


    

    
      	
            	·	
              Funding
                Letter/First Payment Letter

            


      	 	 	 


    

    
      	
            	·	
              RESPA/Escrow
                Account Disclosure

            


      	 	 	 


    

    
      	
            	·	
              HUD-1
                Settlement Statement - final

            


      	 	 	 


    

    
      	
            	·	
              Loan
                Application Form 1003 (initial and final signed
                application)

            


      	 	 	 


    

    
      	
            	·	
              Appraisal/PSAR
                (with all attachments)

            


      	 	 	 


    

    
      	
            	·	
              Certificate
                of Flood Zone Rating

            


      	 	 	 


    

    
      	
            	·	
              Evidence
                of Insurance

            


      	 	 	 


    

    
      	
            	·	
              Applicable
                Mortgage Insurance: PMI commitment, FHA MIC, VA
                LGC

            


      	 	 	 


    

    
      	
            	·	
              PMI
                Disclosure statement

            


      	 	 	 


    

    
      	
            	·	
              Tax
                Certification

            


      	 	 	 


    

    
      	
            	·	
              System
                master file record

            


      	 	 	 


    

    
      	
            	·	
              Payment
                history

            


    

     

    
      	
              D)

            	
              File
                Shipment Requirements - Refer to Section VII
                

            


    

     

    I
      SEMI - AUTOMATED

    


    Seller
      will provide the following for each loan included in the transfer:

    


    
      	
              E)

            	
              Electronic
                Data File Transmission

            


    

    


    
      	 	
              1.

            	
              To
                meet GLBA guidelines and provide a secure method of transferring
                customer
                information, GMACM requires one of the following forms of data file
                transmission:

            


    

    


    
      	
            	a.	
              FTP
                Transmission with encryption
                (approx. 3 weeks to implement) - GMACM requires the following information
                to implement this process: contact name, email address, phone number
                and
                the name or IP address of the source
                computer.

            


    

    


    
      	 	
              i)

            	
              Send
                an email notification regarding the FTP transmission to:
                LSU_shared@gmacm.com Such notification shall include the number of
                loans
                in the transmission.

            


    

     

    
      
        
        

      

      
        Exh.
          8-8

        
          

        

      

      
        
        

      

    

     

    
      	
            	b.	
              Email
                with encrypted attachment
                (less than 1 week to implement) - GMACM recommends PGP-encryption
                which
                combines strong (128-bit) encryption and digital signatures for secure
                attachments. PGP Corporation offers several products for PGP encryption.
                ‘PGP Personal Desktop’ product is a low cost version that will work for
                data transmission to GMACM. The following is a web site link to that
                product: http://www.pgp.com/products/desktop/personal/features.html
                

            


    

    


    GMACM
      will assist you in any way to implement this product. If you are unable to
      attain a license, we will supply a temporary license for you.

    


    i) 
Email
      files shall be delivered to: GMACM_Transfers@gmacm.com


    


    
      	
            	c.	
              Password
                protected CD-ROM
                delivered to GMACM via overnight
                express.

            


    

    


    i) 
Send
      the
      CD-ROM to the following address:

     

    GMAC
      Mortgage, LLC

    Attn:
      Doris Gilber 

    3451
      Hammond Avenue

    Waterloo,
      IA 50702

     

    
      	
              F)

            	
              Electronic
                Data Files

            


    

    


    
      	 	
              1.

            	
              Servicer
                will provide a test file of the WILMA Layout (see Attachment 9 -
                Electronic Data File) no later than 30 days prior to the Transfer
                Date.
                Fields should be populated with value, dollar, zero or blank. Do
                not use
                NA. Within 48 hours of receipt, GMACM will review the file and advise
                Servicer of any problems. GMACM may request the Servicer to transmit
                additional information.

            


    

     

    
      	 	
              2.

            	
              Within
                1 business day after the Transfer Date, Servicer shall provide a
                final
                conversion file (data as of Transfer Cutoff Date) of the WILMA Layout.
                Within 24 hours of receipt, GMACM will review the file and advise
                Servicer
                of any problems. GMACM may request the Servicer to transmit additional
                information. 

            


    

    


    
      	
            	c.	
              The
                conversion file shall include all loans funded by the investor. Any
                loans
                which were paid in full prior to the Transfer Date should reflect
                a zero
                principal balance and the date of payoff should be
                noted.

            


    

    


    
      
        
        

      

      
        Exh.
          8-9

        
          

        

      

      
        
        

      

    

     

    
      	
              G)

            	
              Servicing
                Files

            


    

    


     

    
      	
            	2.	
              Seller
                shall deliver to GMACM a servicing file for each loan in the Manual
                Transfer. Files will contain, but not be limited to, the documents
                identified below (as applicable) which are critical for boarding
                the loans
                to GMACM’s system:

            


    

    
    

     

    
      	 	
              ·

            	
              Legal
                Description (Exhibit A) / Tax Contract
                (copy)

            


      	 	 	 


    

    
      	 	
              ·

            	
              Homeowner
                authorization if NY or NJ

            


      	 	 	 


    

    
      	 	
              ·

            	
              Copy
                of Note with all riders

            


      	 	 	 


    

    
      	 	
              ·

            	
              Interest
                Only Addendum

            


      	 	 	 


    

    
      	 	
              ·

            	
              Buydown
                agreement/rider

            


      	 	 	 


    

    
      	 	
              ·

            	
              Copy
                of recorded Mortgage/Deed of Trust with riders (if recorded copy
                is not
                available; provide copy of unrecorded
                document)

            


      	 	 	 


    

    
      	 	
              ·

            	
              Funding
                Letter/First Payment Letter

            


      	 	 	 


    

    
      	 	
              ·

            	
              RESPA/Escrow
                Account Disclosure

            


      	 	 	 


    

    
      	 	
              ·

            	
              HUD-1
                Settlement Statement - final

            


      	 	 	 


    

    
      	 	
              ·

            	
              Loan
                Application Form 1003 (initial and final signed
                application)

            


      	 	 	 


    

    
      	 	
              ·

            	
              Appraisal/PSAR
                (with all attachments)

            


      	 	 	 


    

    
      	 	
              ·

            	
              Certificate
                of Flood Zone Rating

            


      	 	 	 


    

    
      	 	
              ·

            	
              Evidence
                of Insurance

            


      	 	 	 


    

    
      	 	
              ·

            	
              Applicable
                Mortgage Insurance: PMI commitment, FHA MIC, VA
                LGC

            


      	 	 	 


    

    
      	 	
              ·

            	
              PMI
                Disclosure statement

            


      	 	 	 


    

    
      	 	
              ·

            	
              Tax
                Certification

            


      	 	 	 


    

    
      	 	
              ·

            	
              System
                master file record

            


      	 	 	 


    

    
      	 	
              ·

            	
              Payment
                history from origination to current
                year-to-date

            


    

    


    2. Please
      refer to Section V for information on file labels and shipping.

    


    
      
        
        

      

      
        Exh.
          8-10

        
          

        

      

      
        
        

      

    

    


    IV
      GENERAL REQUIREMENTS

     

    TRANSFER
      OF RECORDS

     

    Servicer
      shall deliver to GMACM all documents, files, reports, and similar items. Any
      documents transferred from Servicer to GMACM at any time in connection herewith
      shall include the Servicer loan number and be grouped based on type of material,
      e.g. insurance, tax, customer service.

    


    All
      reports and information as detailed within these Transfer Instructions, must
      be
      received by GMACM within 3 Business Days after the Transfer
      Date
      unless
      otherwise designated. 

    


    
      	
              A)

            	
              INFORMATION
                REQUIRED FOR EACH ACCOUNT

            


    

    


    
      	 	
              1.

            	
              One
                (1) copy of mortgage histories from origination to current year-to-date
                on
                CD-ROM (If CPI - please provide the Customer Account Activity Statements
                -
                Report P45C and Loan History )

            


    

     

    a) Must
      include release transaction, with principal balance removed and interest on
      escrow posted

     

    
      	 	
              2.

            	
              Provide
                transaction code cross-reference list to interpret payment history
                transactions

            


      	 	 	 


    

    
      	 	
              3.

            	
              One
                (1) CD-ROM copy of most recent escrow analysis for each account,
                if
                applicable.

            


    

    
      	 	 	 


    

    
      	 	
              4.

            	
              On-line
                note activity to be provided on CD-ROM for each
                loan.

            


    

    


    
      	B)	
              ASSIGNMENT
                OF GMACM LOAN NUMBERS

            


    

    


    
      	
            	1.	
              GMACM
                will assign loan numbers and provide Seller a cross-reference list
                for
                identification of mail received after the transfer
                date.

            


    

    


    
      	C)	
              SUSPENSE
                BALANCES

            


    

    


    
      	
            	1.	
              For
                all loans with suspense balances, Servicer shall provide a report
                identifying the reason funds were placed in suspense (e.g., payment
                plan -
                1⁄2 payment, bankruptcy, etc.). If CPI, please provide CPI-5XS report
                with
                code definitions.

            


    

    


    
      	D)	
              CORPORATE
                ADVANCE BALANCES

            


    

    


    
      	
            	1.	
              For
                all loans with corporate advance balances, Servicer shall provide
                a report
                identifying the reason for the advance. Documentation supporting
                the
                advance shall be included in the applicable servicing
                file.

            


    

    


    
      	E)	
              INTEREST
                ON ESCROW REQUIREMENTS

            


    

    


    
      	
            	1.	
              Servicer
                will be responsible for posting all accrued interest due on escrow
                accounts prior to the Transfer
                Date.

            


    

    


    
      	F)	
              YEAR-END
                REPORTING

            


    

     

    
      	
            	1.	
              Servicer
                will report to the IRS and provide to Mortgagors all 1098 &1099 forms
                required reflecting interest paid by Mortgagors and interest on escrow
                paid to Mortgagors for the period the Servicer physically serviced
                the
                Mortgage loans.

            


    

    


    
      
        
        

      

      
        Exh.
          8-11

        
          

        

      

      
        
        

      

    

     

    
      	G)	
              BUYDOWN
                REQUIREMENTS 
*
                if applicable

            


    

    


    
      	 	
              1.

            	
              List
                of loans in the transfer with buydown subsidy to include the
                following:

            


    

     

    a) Loan
      number 

     

    b) Original
      loan amount

     

    c) First
      payment due date

     

    d) Next
      buydown payment change due date

     

    e) Current
      monthly buydown payment amount

     

    f) Remaining
      buydown funds balance

     

    g) Indicate
      whether Lender funded, Builder funded, or Present Value 

    


    
      	 	
              2.

            	
              Servicer
                to provide a copy of each Buydown Schedule, Buydown Agreement and
                HUD1 in
                the servicing file.

            


    

    


    
      	
            	3.	
              All
                Buydown balances must be fully funded and, at the time of transfer,
                the
                balance must be equal to the calculated balance of the buydown subsidy
                as
                detailed in each buydown schedule.

            


    

     

    
      	H)	
              GRADUATED
                PAYMENT     *if
                applicable

            


    

    


    
      	
            	1.	
              For
                all active GPM loans or GPM loans which reflect a deferred interest
                balance, Servicer shall provide listing in loan number order, to
                include,
                but not be limited to the following for each
                account:

            


    

     

    a) Loan
      number  

     

    b) Current
      payment amount   

     

    c) Next
      effective payment change date 

     

    d) Payment
      amount effective with next change date

     

    e) Deferred
      interest balance

    


    
      	I)	
              INTEREST
                IN ADVANCE *if
                applicable

            


    

    


    
      	
            	1.	
              Listing
                in loan number order of all interest in advance loans involved in
                the
                transfer to include, but not be limited to the following for each
                account:

            


    

     

    a) Loan
      number

     

    b) Customer
      name

    


    
      	J)	
              ACCRUED
                LATE CHARGE REQUIREMENTS

            


    

    


    
      	
            	1.	
              Listing
                in loan number order of all unpaid/accrued late charges for loans
                involved
                in the transfer to include the following for each
                account:

            


    

     

    General
      Requirements (continued)

     

    
      
        
        

      

      
        Exh.
          8-12

        
          

        

      

      
        
        

      

    

     

    a) Loan
      number

     

    b) Customer
      name

     

    c) Total
      unpaid/accrued late charges

    


    
      	K)	
              ODD
                PAYMENT DUE DATES IN SERVICER LOAN NUMBER, if applicable, detailing
                the
                following for each account:

            


    

    


    
      	
            	1.	
              Servicer
                loan number   

            


      	 	 	 


    

    
      	
            	2.	
              Borrower
                name   

            


      	 	 	 


    

    
      	
            	3.	
              Monthly
                payment due date  

            


    

     

    
      	L)	
              ESCROW
                ANALYSIS 

            


    

    


    
      	
            	1.	
              Servicer
                shall complete escrow analysis on all accounts being due according
                to
                Servicer’s analysis schedule. 

            


    

    


    
      	
            	2.	
              Servicer
                shall stop payment on any stale escrow refund checks, and deposit
                the
                funds to the customers’ escrow accounts prior to the Transfer Date.
                Servicer shall provide GMACM a list of these loans to include the
                loan
                number, amount of refund, and the date of
                deposit.

            


    

    


    
      	M)	
              SECOND
                MORTGAGES

            


    

    


    
      	
            	1.	
              For
                each second mortgage included in the transfer, Servicer is to notify
                the
                holder of the first mortgage of the servicing transfer. Copies of
                such
                notifications are to be provided to GMACM.


            


    

    


    
      	
            	2.	
              Servicer
                to provide a listing of these loans to include: name, address and
                phone
                number of the mortgage company that services the first
                mortgage.

            


    

    


    
      	N)	
              RETENTION
                OF SUPPORTING DOCUMENTATION

            


    

    


    
      	
            	1.	
              Subsequent
                to the Transfer Date, Servicer will provide GMACM, upon request,
                payment
                histories, canceled checks, vouchers, bills and other pertinent documents
                within five business days of written request by GMACM to assist GMACM
                in
                disputes with outside agencies, other than the titleholder or attorney
                (e.g. taxing authorities, PMI companies, hazard insurance companies,
                etc.). In those situations involving attorneys or disputes with the
                customer, Servicer will provide requested information within 48 hours
                of
                written request. 

            


    

    


    
      	
              O)

            	
              MULTIPLE
                CO-BORROWERS

            


    

    


    
      	 	
              1.

            	
              For
                each loan with multiple co-borrowers (more than a primary and one
                co-borrower) Servicer shall provide a listing, in Excel format, to
                contain
                the following information:

            


    

     

    a) GMACM
      loan number

     

    b) Servicer
      loan number

    General
      Requirements (continued)

     

    
      
        
        

      

      
        Exh.
          8-13

        
          

        

      

      
        
        

      

    

     

    c) Co
      -borrower names

     

    d) Social
      Security numbers

    


    
      	
              P)

            	
              SOLDIERS’
                AND SAILORS’ CIVIL RELIEF ACT OF 1940 (SSCRA) 

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide a listing of all SSCRA loans in loan number order,
                in Excel
                format on diskette, to include the
                following:

            


      	 	 	 


    

    
      	 	
              a)

            	
              If
                subsidized,
                provide Soldier and Sailor subsidy with subsidy start date, payment
                subsidy amount and full P&I amount -OR-

            


      	 	 	 


    

    
      	 	
              b)

            	
              If
                interest rate reduced to 6%,
                provide start date

            


    

     

    
      	
            	b)	
              Copy
                of government work order

            


    

     

    
      	
            	c)	
              Copies
                of Note and Loan Application

            


    

     

    
      	
            	d)	
              Payment
                schedule showing full funding to date of
                shortage

            


    

    


    
      	 	
              2.

            	
              Servicer
                must file claims to the applicable agency for reimbursement of funds
                expensed during the time they serviced the
                loan.

            


    

     

    
      	Q)	
              DAILY
                SIMPLE INTEREST

            


    

    


    
      	
            	1.	
              Servicer
                shall provide a listing of all daily simple interest loans and the
                interest calculation method (e.g., 360,
                365).

            


    

    


    
      	R)	
              DEFERRED
                INTEREST BALANCES

            


    

    


    
      	
            	1.	
              Servicer
                shall provide a listing of loans with deferred interest balances
                to
                include the amount of the deferred interest. Documentation
                supporting the deferred interest shall be included in the applicable
                default/servicing file

            


    

    


    
      	
              S)

            	
              UNCOLLECTED
                INTEREST 

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide a listing of daily simple interest loans with the interest
                due amount.

            


    

    


    
      	
              T)

            	
              DATE
                OF FIRST DELINQUENCY

            


    

    


    
      	 	
              1.

            	
              To
                comply with FACTA section 312(d) and FCRA section 623(a)5, Servicer
                will
                provide a listing of loans which have had a legal action filed as
                of the
                Transfer Date (e.g., Bankruptcy, Foreclosure, Loss Mitigation) to
                include
                the status and the first date of delinquency for each
                loan.

            


    

    


    
      	U)	
              BIWEEKLY
                LOANS

            


    

     

    
      	 	
              1.

            	
              Servicer
                shall provide a listing in Excel spreadsheet format of all biweekly
                loans
                15 days prior to Transfer Date and 2 business days after the Transfer
                Date
                to include the following:

            


    

    


    
      	 	
              ·

            	
              Servicer
                loan number

            


      	 	 	 


    

    
      	 	
              ·

            	
              Customer
                name

            


      	 	 	 


    

    
      	 	
              ·

            	
              Payment
                due date

            


      	 	 	 


    

    
      	 	
              ·

            	
              First
                payment date (MM/DD/YYYY)

            


    

     

    
      
        
        

      

      
        Exh.
          8-14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              Maturity
                date (MM/DD/YYYY)

            


      	 	 	 


    

    
      	 	
              ·

            	
              Payment
                amount

            


    

     

    
      	V)	
              HOEPA
                and HIGH COST LOANS

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide a listing of all HOEPA/High Cost
                loans.

            


    

     

    V
      MISCELLANEOUS

    


    
      	A)	
              Post
                transfer, all customer payments, checks, correspondence, bills, documents,
                etc. forwarded to GMACM shall include GMACM’s loan number. GMACM shall
                provide a cross-reference file (Excel format) to
                Servicer.

            


    

    


    
      	B)	
              Mortgagor
                Payments Prior
                to the Transfer Date, all payments received by Servicer will be properly
                applied by Servicer to the account of the related Mortgage. Customer
                Payments received by Servicer subsequent to the Transfer Date should
                be
                forwarded to GMACM on a daily basis by overnight delivery for the
                60 Days.
                Upon expiration of 60 Days, Servicer will return payments to the
                customers
                with an explanation and provide a copy to GMACM. Customer payments
                should
                indicate receipt date by Servicer, as well as Servicer’s and GMACM’s loan
                number on the upper portion of each
                check.

            


    

    


    
      	C)	
              Check
                deliveries to GMACM
                All checks shall be clearly identified with Servicer's and GMACM’s loan
                number, be properly endorsed to GMACM without Recourse, and handled
                as
                follows (please refer to the PAID-IN-FULL section for procedures
                for
                forwarding paid-in-full checks):

            


    

    


    
      	
            	1.	
              Purpose
                of check should be identified and grouped accordingly (e.g. tax refund,
                payoff, loss draft, etc.) 

            


    

    


    
      	
            	2.	
              Servicer
                shall utilize Attachment 1 to provide detail for all payments forwarded
                to
                GMACM subsequent to Transfer Date.

            


    

    


    
      	
            	3.	
              Checks
                shall be securely bundled in the same order as listed on Attachment
                1.

            


    

     

    
      	D)	
              Correspondence
                Received After Transfer

            


    

    


    
      	
            	1.	
              All
                correspondence, insurance renewals, cancellation notices, customer
                inquiries, etc. received by Servicer after transfer should be grouped
                accordingly and identified with the Servicer's and GMACM’s loan number and
                forwarded (by overnight delivery) on a daily basis for a period of
                thirty
                (30) Days after the Transfer Date.

            


    

    


    
      	
            	2.	
              On
                expiration of the 30 Day period following the Transfer Date all
                correspondence described in D) 1 above is to be sent by regular mail
                on
                the next Business Day following receipt of the correspondence by
                Servicer,
                except that any such materials received by Servicer which reasonably
                require expedited handling to protect the security, the Investor's
                interest, or the reasonable needs or the obligations of GMACM as
                servicer,
                then all such materials will be sent by overnight
                delivery.

            


    

    


    
      	
            	3.	
              Servicer
                shall utilize Attachment 2 to submit information to GMACM subsequent
                to
                Transfer Date.

            


    

     

    
      
        
        

      

      
        Exh.
          8-15

        
          

        

      

      
        
        

      

    

     

    
      	E)	
              Return
                Mail
                Servicer will attempt to work through all return mail and forward
                any
                corrections to GMACM (e.g. envelope with forwarding address information
                received on returned “Goodbye”
letter).

            


    

    


    VI
      CUSTOMER NOTIFICATION

     

    
      	A)	
              Servicer
                will notify all Mortgagors advising them of the occurrence of the
                transfer
                and when and where to make payments on and after the Transfer Date.
                The
                letter affecting such notification shall be subject to review and
                approval
                by GMACM prior to mailing to Mortgagors. Such mailing shall occur
                on a
                mutually agreeable date no later than 15 Days prior to the
                Transfer.

            


    

    


    
      	B)	
              To
                assist in an efficient conversion process, the customers, and all
                individuals involved should be aware of the
                following:

            


    

    


    
      	
            	1.	
              GMACM
                will provide each Mortgagor with a new loan number and will provide
                a
                payment coupon as soon as the loans are set up on our system. Please
                advise customers to remit future payments to the address listed below,
                until they begin receiving payment coupons from
                GMACM:

            


    

    


    GMAC
      Mortgage, LLC

    Attn:
      Payment Processing

    PO
      Box
      780

    Waterloo,
      IA 50704-0780

    


    
      	
            	2.	
              GMACM
                will provide the customer an annual Mortgage statement reflecting
                interest
                collected and escrow disbursements made for the period of time GMACM
                services their loan. GMACM will also be responsible for IRS reporting
                for
                the period of time that GMACM services the
                loan.

            


    

    


    
      	
            	3.	
              GMACM
                does not collect Condo association dues with the monthly payment.
                If
                condominiums are included in this transfer and you presently collect
                association fees, the Mortgagor should be advised to pay those fees
                directly to the association after
                transfer.

            


    

    


    
      	
            	4.	
              GMACM
                provides the following toll-free Customer Care number for customer
                inquiries: 1-800-766-4622. Customer Care hours are: Monday through
                Friday
                7 a.m. to 9 p.m. CT; and Saturday 9 a.m. to 1 p.m.
                CT.

            


    

    


    
      	
            	5.	
              Servicer
                shall issue a Short Year Annual Escrow Account Statement to a customer
                with an escrow account within 60 days of the Transfer Date as stated
                in
                the Federal Register Vol. 59, No. 206 Rules and Regulations
                53897.

            


    

    


    
      	
            	6.	
              Servicer
                shall advise the customer whether or not their optional insurance
                coverage
                is transferable. For loans with which optional insurance coverage
                has been
                determined as not convertible, Servicer should advise customers their
                options to continue such coverage.

            


    

     

    
      
        
        

      

      
        Exh.
          8-16

        
          

        

      

      
        
        

      

    

     

    
      	
            	7.	
              GMACM
                offers an automatic payment option and would like to continue providing
                this service to the customers without interruption. As a result,
                the
                good-bye letter will need to reflect this information to the
                customer.

            


    

    


    Customers
      should
      be advised to forward written inquiries to the following address:

    


    GMAC
      Mortgage, LLC

    Attn:
      Customer Care

    PO
      Box
      4622

    Waterloo,
      IA 50704-4622

     

    
      
        
        

      

      
        Exh.
          8-17

        
          

        

      

      
        
        

      

    


    Sample
      copy of Customer Notification Letter

    [Mailing
      Date]

     

    [Customer
      Name]

    [2nd
      Customer
      Name]

    [Mailing
      Street Address]

    [Mailing
      City State and Zip Code]

     

    RE:
      ACCOUNT NUMBER  [Selling
      Company Account Number]

    PROPERTY
      ADDRESS    [Property
      Address]

                    
        [Property
      City State and Zip Code]

     

    DEAR
      [Customer Name] AND [2nd
      Customer
      Name]:

    


    We
      wish
      to advise you the servicing rights for your mortgage account referenced above
      have been transferred. Effective [Transfer
      Date,] GMAC Mortgage, LLC (“GMACM”) will be your new servicer. The original
      terms and conditions of your mortgage account will remain the same and this
      transfer will have no effect on them.

    


    Effective [Transfer
      Date], please direct payments to GMACM. Payments will be applied to your account
      by [Selling Company]
      if received prior to [Transfer Date], or forwarded to GMACM if received
      after [Cutoff
      Date].

    


    If
      you
      have an escrow account, we will send you, within 45 days, an escrow history
      statement reflecting escrow deposits, disbursements and balances for the period
      of time we serviced your account since your last escrow analysis. The
      transferring escrow balance with our company as of [Cutoff Date], will be
      reflected on this statement. We will also provide an Annual Loan Statement
      at
      year-end reflecting all transactions for the period of time we serviced your
      account in [2007]. GMACM will provide their own statement for the time they
      serviced your account in [2007].

    


    If
      you
      currently have automatic withdrawal from your financial institution, this
      service will be transferred to GMACM.
      If
      this service is unable to be transferred, you will receive a letter under
      separate cover providing further direction.

    


    If
      you
      are currently making your mortgage payment through a third party entity (e.g.,
      government allotment, biweekly, or bill-pay service), please take the necessary
      steps to advise them of your new account number and change the payee to GMACM.
      In the event of a payment change, it is your responsibility to notify the third
      party of the new payment amount.

    


    If
      you
      have taken advantage of any of our optional insurance plans or optional
      products, this service will be transferred to GMACM. If any of these plans
      or
      products are not transferable, you will receive a letter under separate cover
      providing further direction.

    


    
      
        
        

      

      
        Exh.
          8-18

        
          

        

      

      
        
        

      

    

     

    You
      should also be aware of the following information, which is set out in more
      detail in Section 6 of the Real Estate Settlement Procedures Act (RESPA) (12
      U.S.C. 2605):

    


    During
      the 60-day period following the effective date of the transfer of the account
      servicing, a loan payment received by your old servicer before its due date
      may
      not be treated by the new account servicer as late, and a late fee may not
      be
      imposed on you.

    


    Section
      6
      of RESPA (12 U.S.C. 2605) gives you certain consumer rights. If you send a
      qualified written request to your account servicer concerning the servicing
      of
      your account, your servicer must provide you with a written acknowledgment
      within 20 business days of receipt of your request. A qualified written request
      is a written correspondence, other than notice on a payment coupon or other
      payment medium supplied by the servicer, which includes your name and account
      number, and your reasons for the request.

    


    Not
      later
      than 60 business days after receiving your request, your servicer must make
      any
      appropriate corrections to your account, and must provide you with a written
      clarification regarding any dispute. During this 60-day period, your servicer
      may not provide information to a consumer reporting agency concerning any
      overdue payment related to such period or qualified written request. However,
      this does not prevent the servicer from initiating foreclosure if proper grounds
      exist under the mortgage documents.

    


    A
      business day is a day on which the offices of the business entity are open
      to
      the public for carrying on substantially all of its business
      functions.

    


    Section
      6
      of RESPA also provides for damages and costs for individuals or classes of
      individuals in circumstances where servicers are shown to have violated the
      requirements of that section. You should seek legal advice if you believe your
      rights have been violated.

    


    GMACM
      will be contacting you to acknowledge this transfer and provide you with their
      payment coupons. If you have not received these coupons before your next payment
      is due, please write your [Selling Company] account number on your check and
      send your payment to the following address:

    


    GMAC
      Mortgage, LLC

    Attn:
      Payment Processing

    PO
      Box
      780

    Waterloo
      IA 50704-0780

    


    Future
      inquiries regarding the servicing of your account should be directed to GMACM
      Customer Care at 1-800-766-4622, Monday-Friday, 7:00 a.m.-9:00 p.m., CT, and
      Saturday, 9:00 a.m.-1:00 p.m., CT. Please utilize the following address for
      written inquiries: GMAC Mortgage, LLC, Attention: Customer Care, PO Box 4622,
      Waterloo, IA 50704-4622.

     

    
      
        
        

      

      
        Exh.
          8-19

        
          

        

      

      
        
        

      

    

     

    It
      has
      been our pleasure to service your mortgage account. We wish you a successful
      relationship with GMACM.
      If
      you have any questions regarding the transfer, please call Customer Care at
      1-800-XXX-XXXX.


    


    Sincerely,

    


    [Selling
      Company]

    


    
      
        
        

      

      
        Exh.
          8-20

        
          

        

      

      
        
        

      

    

    


    VII
      FILE
      SHIPMENT REQUIREMENTS

     

    SERVICING
      FILE SHIPMENT

    


    
      	A)	
              Servicer
                is responsible for shipping Servicing Files to GMACM’s office for receipt
                no later than 2 Business Days after Transfer Date. Servicer will
                arrange
                for inside delivery of files being transferred and shall perform
                the
                following for each applicable
                shipment:

            


    

    


    
      	
            	1.	
              Files
                should be labeled as follows:

            


    

     

    
      	
            	a)	
              Servicer
                shall create bar-coded labels and affix them to the files. See Attachment
                6 for instructions.

            


    

     

    
      	
            	2.	
              Servicer
                shall use a standard box size (15”L x 12”W x 10” H) with double wall
                construction and separate lids. Please ensure boxes are in good
                condition.

            


    

     

    
      	
            	3.	
              Arrange
                files in Servicer’s loan number
                order.

            


    

     

    
      	
            	4.	
              The
                box number should be identified on the exterior of each box, and
                boxes
                numbered 1 of 15, 2 of 15, etc.

            


    

     

    
      	
            	5.	
              To
                avoid damage in transport, and to allow easy retrieval of files,
                boxes
                should be full, but not bulging. Each box should weigh between 30-35
                pounds.

            


    

     

    
      	
            	6.	
              Prepare
                a master listing of the contents of all boxes. Include one copy of
                the
                master listing in Box 1 of the file shipment and forward one copy
                via
                email or on diskette (in Excel format) to GMACM.
                

            


    

     

    
      	
            	7.	
              Notification
                should be provided to GMACM of the number and arrangement of boxes
                being
                shipped, departure date, and time with a 24 hour notice prior to
                shipment
                arrival.

            


    

    


    
      	B)	
              Mortgage
                Loan/Legal Files should be shipped
                to:

            


    

    


    Kenwood
      Records Management

    Attn:
      David Waytenick, c/o GMACM

    3700
      J
      Street SW

    Cedar
      Rapids, IA 52404

    Delivery
      Hours: 8 am - 4 pm CT

     

    
      
        
        

      

      
        Exh.
          8-21

        
          

        

      

      
        
        

      

    

    


    VIII
      MERS

    


    
      	A)	
              Provide
                GMACM with appropriate data at Transfer Date (in Electronic Data
                File)

            


    

     

    
      	
            	1.	
              MERS
                min number 

            


    

     

    
      	
            	2.	
              Identification
                of a MOM (MERS as Original Mortgagee) loan


            


    

     

    
      	
            	3.	
              MERS
                registered flag

            


    

     

    
      	
            	4.	
              MERS
                quality review flag

            


    

    


    
      	B)	
              MERS
                org numbers are as follows:

            


    

     

    
      	
            	1.	
              1000375
                - GMACM should be listed as
                servicer.

            


    

    


    
      	C)	
              Servicer
                shall complete the transfer of servicing rights to
                GMACM.

            


    

    


    
      	D)	
              Servicer
                is responsible for all transfer fees associated with
                MERS.

            


    

    


    IX
      INVESTOR INFORMATION

    


    
      	
              A)

            	
              Servicer
                shall provide a listing of pool insured loans with carrier
                identified.

            


    

    


    
      	
              B)

            	
              Servicer
                to forward investor information for current reporting activity as
                detailed
                below:

            


    

    


    

      
        	
                Report

              	 	
                Investor
                  Time Frame

              	 	
                Details
                  of Expectations

              
	
                Loan
                  Level Trial Balance - Transfer portfolio only

              	 	
                2
                  days after Transfer Date 

              	 	
                Principal
                  balance, escrow balances, PI constant, TI constant, current due
                  date,
                  etc.

              
	 	 	 	 	 
	
                Delinquent/Prepaid
                  reports - sent by Diskette

              	 	
                5
                  days after Transfer Date

              	 	
                Loan
                  number, Principal Balance, PI constant, Loan Rate, Pass Thru Rate,
                  Due
                  Date per payment

              
	 	 	 	 	 
	
                Test
                  of Expected report - S/A, S/S - sent by Diskette

              	 	
                5
                  days after Transfer Date

              	 	
                Cash
                  reconciliation in correlation to funds movement, include remittance
                  amount
                  due investor

              
	 	 	 	 	 
	
                Curtailments
                  

              	 	
                5
                  days after Transfer Date

              	 	
                Loan
                  number, curtailment amount, current due date.

              
	 	 	 	 	 
	
                Loans
                  Removed (payoffs)

              	 	
                5
                  days after Transfer Date

              	 	
                Loan
                  number, principal balance at loan removal (payoff), date of loan
                  removal,
                  interest charged to customer at loan
                  removal.

              


      

    

    


    FAX
      TO:    Attn:
      (S&A Contact), Sales and Acquisitions Dept. (319/236-4633)

     

    EXPRESS   GMAC
      MORTGAGE, LLC

    ADDRESS:  
Attn:
      (S&A Contact), Sales and Acquisitions Dept.

           
      3451 Hammond Avenue

               
Waterloo,
      IA 50702

    


    
      	
              C)

            	
              Cash
                Movement 

            


    

    


    
      	 	
              1.

            	
              Remittance
                of principal and interest collections (Prepaids less delinquents)
                - (S/A
                or S/S only)

            


    

     

    Schedule/Schedule
      and Schedule/Actual should be based on a test of expected (form will be provided
      if Seller requests). Test of expected figures should be wired according to
      the
      Agreement, less remittance due with 5 business days of transfer.

     

    
      
        
        

      

      
        Exh.
          8-22

        
          

        

      

      
        
        

      

    

     

    Actual/Actual
      funds will
      not
      be
      forwarded to GMACM.

     

    
      	 	
              2.

            	
              Remittance
                drafts - Data on diskette with Test of Expected Information (S/A
                or S/S
                only)

            


    

    Investor
      remittance due within 4 business days of transfer will be retained by Servicer
      for payment to investor (net from funds due Purchaser from P&I stated
      above). 

    


    Investor
      remittance due other than in the first 4 business days of transfer will be
      wired
      to the Servicer’s appropriate account 1 day prior to investor draft day provided
      buyer held funds since transfer.

    


    
      	 	
              3.

            	
              Taxes
                and insurance

            


      	 	 	 


    

    
      	 	
              a)

            	
              Escrow
                balance, suspense balance, buydown balance and loss drafts as reflected
                on
                transfer cutoff trial balance and foreclosure expenses as of transfer
                cutoff.

            


    

    


    Seller
      shall provide notification to GMACM (via email) advising of the Federal Reserve
      reference number and the amount of the wire. 

     

    PI
      AND TI wire instructions:

    GMAC
      MORTGAGE, LLC

    Wachovia
      Bank

    Philadelphia,
      PA

    ABA#:
      031201467

    ACCT
      #:
      2100018728719

    REF:
      Acquisition Contract ID/Investor/Seller & Transfer
      Date(MM/DD/YY)

    


    X
      TAX
      REQUIREMENTS

    


    
      	
              A)

            	
              Tax
                Listing, to contain, but not be limited to the following for each
                escrowed
                account, items which are due for the 30 days following the transfer
                date
                and remain unpaid (generated as of Transfer Cutoff Date and provided
                in
                Excel format):

            


    

    


    
      	 	
              1.

            	
              Loan
                number

            


      	 	 	 


    

    
      	 	
              2.

            	
              Tax
                type - e.g. county, school, city, special assessment,
                etc.

            


      	 	 	 


    

    
      	 	
              3.

            	
              Next
                tax due date

            


      	 	 	 


    

    
      	 	
              4.

            	
              Next
                tax amount due or last paid amount, whichever is
                applicable

            


      	 	 	 


    

    
      	 	
              5.

            	
              Indicator
                whether or not tax type is escrowed

            


      	 	 	 


    

    
      	 	
              6.

            	
              Tax
                identification number (parcel number) *where
                available

            


      	 	 	 


    

    
      	 	
              7.

            	
              Payee
                code associated with each parcel

            


    

    


    
      	
              B)

            	
              Tax
                listing to contain, but not be limited to, the following for each
                escrow
                and non-escrow account (sort separately) which is delinquent for
                payment
                of taxes at the time of transfer by investor (generated as of Transfer
                Cutoff Date):

            


    

    


    
      	 	
              1.

            	
              Loan
                number

            


    

     

    
      
        
        

      

      
        Exh.
          8-23

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 


    

    
      	 	
              2.

            	
              Tax
                type - e.g. county, school, city, special assessment,
                etc.

            


      	 	 	 


    

    
      	 	
              3.

            	
              Next
                tax due date

            


      	 	 	 


    

    
      	 	
              4.

            	
              Next
                tax amount due or last paid amount, whichever is
                applicable

            


      	 	 	 


    

    
      	 	
              5.

            	
              Indicator
                whether or not tax type is escrowed

            


      	 	 	 


    

    
      	 	
              6.

            	
              Tax
                identification number (parcel number) *where
                available

            


      	 	 	 


    

    
      	 	
              7.

            	
              Payee
                code associated with each parcel

            


    

    


    
      	
              C)

            	
              Tax
                listing to contain, but not be limited to, the following for each
                loan in
                a taxing authority with late release
                dates:

            


    

    


    
      	 	
              1.

            	
              Servicer
                loan number

            


      	 	 	 


    

    
      	 	
              2.

            	
              GMACM
                loan number

            


      	 	 	 


    

    
      	 	
              3.

            	
              Payee
                code associated with each parcel

            


    

    


    
      	
              D)

            	
              Prior
                to the Transfer Cutoff Date, Servicer will perform a lien-level audit
                comparing the tax parcel numbers on Servicer’s system to the tax parcel
                number shown by the Servicer’s tax service company.
                

            


    

    


    
      	 	
              1.

            	
              Servicer
                agrees to correct any incorrect tax parcel numbers on their system
                prior
                to the Transfer Cutoff Date.

            


    

    


    
      	 	
              2.

            	
              Servicer
                will provide a copy of the audit report to
                GMACM.

            


    

    


    
      	
              E)

            	
              Servicer
                will handle any known tax delinquencies on non-escrowed loans prior
                to
                Transfer Date by advancing escrow funds for payment, enforcing escrow
                requirement (if allowable) for future taxes due and notify customer
                of
                increased payment according to applicable state guidelines. In the
                event
                Servicer is unable to complete this process by the Transfer Date,
                Servicer
                shall provide GMACM a list of outstanding tax delinquencies to include
                the
                status for each loan and all supporting documentation received from
                the
                tax service company and all correspondence sent to the
                homeowner.

            


    

    


    
      	
              F)

            	
              If
                Servicer utilizes Lereta or Fidelity for their tax service contracts,
                an
                AB38A3 tape shall be provided no later than 10 days prior to each
                Transfer
                Date. Tapes shall be directed to the following address: First American
                Real Estate Tax Service, Attn: Bill Huskey, 8435 Stemmons Freeway,
                8th
                Floor, Dallas, TX 75247. Please notify Sales and Acquisitions when
                tapes
                are shipped.

            


    

    


    If
      Servicer utilizes First American, please provide GMACM your customer
      number.

    


    
      	
              G)

            	
              Tax
                service type codes and tax escrow type codes (if Servicer uses a
                tax
                service company other than First
                American).

            


    

    


    
      	
              H)

            	
              Copy
                of your open tax research items report on loans in the portfolio,
                including any applicable system notes pertaining to the research
                items
                (generated as of Transfer Cutoff
                Date).

            


    

    


    
      	
              I)

            	
              Copy
                of the report produced by your tax service containing contracts that
                are
                suspended or cancelled due to missing or incomplete legal descriptions
                or
                due to missing homeowner authorizations (generated as of Transfer
                Cutoff
                Date). If no tax service is used, provide a report with the same
                information.

            


    

     

    
      
        
        

      

      
        Exh.
          8-24

        
          

        

      

      
        
        

      

    

     

    
      	
              J)

            	
              Accounts
                on Tax Service - Servicer will ensure tax contracts remain in effect
                through Transfer Cutoff Date.

            


    

    


    
      	
              K)

            	
              Accounts
                not on Tax Service - Servicer will submit to applicable taxing authorities
                notification of the Servicing transfer to GMACM and will provide
                GMACM
                with copies of such notification.

            


    

    


    
      	
              L)

            	
              Servicer
                agrees to assume responsibility for payment of property taxes and
                or
                assessments for loans with escrow accounts that are due or will become
                delinquent up to the transfer cutoff date as well as those due within
                30
                days after the Transfer Date where bills/tax amounts are available.
                If
                applicable, the Servicer will comply with state regulations governing
                the
                payment of taxes within a designated discount period.
                

            


    

    


    
      	
              N)

            	
              Subsequent
                to the Transfer Date, Servicer will forward (via overnight delivery
                for
                the first 30 days following Transfer Date) all tax information to
                First
                American Real Estate Tax Service, Attn: Angela Coughlin, 8435 Stemmons
                Freeway, 9th
                Floor, Dallas, TX, 75247. For any and all tax bills received which
                are due
                and payable within 48 hours of receipt, Servicer shall immediately
                telefax
                the information to FARETS at 214-879-4631 Attn: Angela
                Coughlin.

            


    

    


    
      	
              O)

            	
              Tax
                Receipts where available will be provided to GMACM on an as needed
                basis
                or additional information where no receipts are held. Servicer to
                provide
                such tax receipt or additional information within 5 Business Days
                of
                GMACM's request.

            


    

    


    
      	
              P)

            	
              Servicer
                will provide a listing in loan number order, segregated by state,
                of all
                accounts whereby servicer is
                remitting:

            


    

     

    · Ground
      Rent Tax

     

    · Homeowner
      association fees

     

    · Sewer
      liens

     

    · Miscellaneous
      fees - e.g. drainage, front foot assessments, etc.

    


    
      	
              Q)

            	
              Servicer
                shall provide a listing in loan number order, segregated by state,
                of
                loans where taxes are exempt.

            


    

    


    
      	
              R)

            	
              Servicer
                will provide documentation to GMACM of the pay option selected by
                Maryland, Michigan, New York, North Dakota, Tennessee, Texas, and
                Wisconsin homeowners, if
                applicable.

            


    

    


    
      	
              S)

            	
              Servicer
                will complete, or direct their tax service to complete, the ‘953’ process
                for all loans in the state of New York and the highlighted section
                of the
                ‘ME2’ New Jersey Request Form (Attachment 8). The form must be completed
                and forwarded to GMACM within 5 days after each applicable Transfer
                Date.

            


    

     

    
      
        
        

      

      
        Exh.
          8-25

        
          

        

      

      
        
        

      

    

    


    XI
      HAZARD/FLOOD INSURANCE REQUIREMENTS

    


    
      	
              A)

            	
              Hazard/Flood
                listing to contain but not be limited to the following for each account
                due and payable within 60 days of Transfer Cutoff Date (generated
                as of
                Transfer Cutoff Date in expiration date
                order):

            


    

    


    
      	 	
              1.

            	
              Loan
                number 

            


      	 	 	 


    

    
      	 	
              2.

            	
              Policy
                type 

            


      	 	 	 


    

    
      	 	
              3.

            	
              Policy
                premium due date 

            


      	 	 	 


    

    
      	 	
              4.

            	
              Indicator
                whether or not Insurance is escrowed

            


      	 	 	 


    

    
      	 	
              5.

            	
              Policy
                number

            


      	 	 	 


    

    
      	 	
              6.

            	
              Payee
                Code per policy

            


      	 	 	 


    

    
      	 	
              7.

            	
              Last
                premium amount paid

            


      	 	 	 


    

    
      	 	
              8.

            	
              Flood
                indicator required

            


      	 	 	 


    

    
      	 	
              9.

            	
              Flood
                zone, if available

            


    

     

    
      	
              B)

            	
              List
                of loans on lender placed hazard/binder coverage to include, but
                not
                limited to the following:

            


    

    


    
      	 	
              1.

            	
              Loan
                number

            


      	 	 	 


    

    
      	 	
              2.

            	
              Payee
                number

            


      	 	 	 


    

    
      	 	
              3.

            	
              Policy
                number

            


      	 	 	 


    

    
      	 	
              4.

            	
              Customer
                Name

            


      	 	 	 


    

    
      	 	
              5.

            	
              Property
                Address

            


      	 	 	 


    

    
      	 	
              6.

            	
              Status
                of loan (e.g.,current, bankruptcy, REO)

            


      	 	 	 


    

    
      	 	
              7.

            	
              Coverage
                Amount

            


      	 	 	 


    

    
      	 	
              8.

            	
              Effective
                Date of Coverage

            


      	 	 	 


    

    
      	 	
              9.

            	
              Expiration
                Date of Coverage

            


      	 	 	 


    

    
      	 	
              10.

            	
              Premium
                amount

            


    

    


    
      	
              C)

            	
              List
                of loans on lender placed flood/binder coverage to include but not
                limited
                to the following:

            


    

    


    
      	 	
              1.

            	
              Loan
                number

            


      	 	 	 


    

    
      	 	
              2.

            	
              Payee
                number

            


      	 	 	 


    

    
      	 	
              3.

            	
              Policy
                number

            


      	 	 	 


    

    
      	 	
              4.

            	
              Customer
                Name

            


      	 	 	 


    

    
      	 	
              5.

            	
              Property
                Address

            


      	 	 	 


    

    
      	 	
              6.

            	
              Status
                of loan (e.g., current, bankruptcy, REO)

            


      	 	 	 


    

    
      	 	
              7.

            	
              Current
                principal balance or the amount of prior coverage, whichever is
                greater

            


      	 	 	 


    

    
      	 	
              8.

            	
              Expiration
                date of existing lender placed binders

            


      	 	 	 


    

    
      	 	
              9.

            	
              Flood
                zone, if available

            


    

    


    
      	
              D)

            	
              List
                of condominium loans that have an escrow account for payment of hazard
                and/or flood insurance coverage to include loan number, customer
                name, and
                property address. Listing to be received by GMACM 10 days prior to
                Transfer Date.

            


    

    


    
      	
              E)

            	
              If
                Servicer uses First American (FAFDS f/k/a FDSI), Transamerica or
                Fidelity
                (FNFS), Servicer shall notify First American, Transamerica and/or
                Fidelity
                to transfer all life of loan flood contracts to GMACM and provide
                GMACM
                copies of such notices. Notices should include GMACM and Servicer
                loan
                number. Flood contracts with a flood service provider other than
                First
                American, Transamerica or Fidelity shall be canceled as of the Transfer
                Date. 

            


    

     

    
      
        
        

      

      
        Exh.
          8-26

        
          

        

      

      
        
        

      

    

     

    
      	
              F)

            	
              Servicer
                will provide at transfer, via email, (or disk) by investor, any flood
                map
                revision information that has not been loaded prior to each Cutoff
                Date.

            


    

    


    
      	
              G)

            	
              Lender
                Placed Coverage

            


    

    


    
      	 	
              1.

            	
              Servicer
                will terminate lender placed coverage as of Transfer Cutoff Date.
                GMACM
                will place coverage with their lender placed carrier as of Transfer
                Date.

            


    

    


    
      	
            	a)	
              Servicer
                will provide GMACM written confirmation the lender placed carrier
                was
                notified to terminate lender placed coverage. Confirmation is to
                include
                the date the lender placed carrier was notified.
                

            


    

    


    
      	 	
              2.

            	
              Servicer
                will submit, within 60 Days of the Transfer Date, any refund of lender
                placed coverage premium received resultant from termination, for
                GMACM's
                application to customer's escrow
                account.

            


    

    


    
      	
              H)

            	
              Insurance
                Premiums

            


    

    


    
      	 	
              1.

            	
              Servicer
                will pay, prior to Transfer Date all insurance premiums due prior
                to the
                Transfer Date and within 30 Days subsequent to Transfer Date where
                bills
                have been received prior to Transfer
                Date.

            


    

    


    
      	 	
              2.

            	
              Unpaid
                insurance bills as of Transfer Cutoff Date should be segregated and
                bound
                separately from hazard files and be clearly identified with Servicer's
                loan number.

            


    

    


    
      	 	
              3.

            	
              Servicer
                shall forward to GMACM, within twenty-four (24) hours of Servicer's
                receipt thereof, all insurance premium notices received by Servicer
                after
                Transfer Date. Such delivery shall be by overnight express for the
                thirty
                Days immediately following the Transfer Date; via regular mail within
                twenty-four (24) hours of receipt thereafter. However, any document
                requiring immediate attention must be forwarded to GMACM by overnight
                express service.

            


    

    


    
      	 	
              4.

            	
              For
                customer's protection and our mutual benefit, Servicer must submit
                to
                GMACM daily all bills, policies, flood vendor map revision information,
                etc., received subsequent to the Transfer Cutoff
                Date.

            


    

    


    
      	I)	
              Change
                Endorsements

            


    

    


    
      	 	
              1.

            	
              Prior
                to the Transfer Date, Servicer will prepare and submit to each
                hazard/flood carrier an original Notice of Change of Mortgagee Clause
                (Loss Payable Clause) for each loan (including condos) included in
                the
                transfer. A listing by payee, with the cover letter attached, shall
                be
                provided to GMACM of the accounts which received this notice. For
                all
                hazard insurance EDI carriers, Servicer shall provide a tape (in
                MBA
                format) to each EDI carrier to enable them to correct the mortgagee
                clause. 

            


    

     

    
      
        
        

      

      
        Exh.
          8-27

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.

            	
              The
                Mortgagee clause shall read as directed by Investor Guidelines and
                read as
                follows:

            


    

    


    GMAC
      Mortgage, LLC

    Its
      successors and/or assigns

    PO
      Box
      4025

    Coraopolis,
      PA 15108-6942

    


    XII
      LOSS
      DRAFTS

    


    


    
      	
              A)

            	
              Information
                Required on Loss Drafts Pending

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide GMACM with a listing of all loans with pending loss
                draft
                claims, to include amount of money on deposit for each loss draft.
                This
                listing shall include pending claims of loans in foreclosure, bankruptcy,
                and REO, and shall indicate the status of each loan on the listing,
                e.g.,
                current, delinquent, foreclosure, bankruptcy, or
                REO.

            


    

    


    
      	 	
              2.

            	
              In
                addition to this listing, GMACM should receive a loss draft file
                for each
                loan which contains the following information, properly
                documented:

            


    

     

    a) Completed
      cover sheet (Attachment 5) attached to outside of the loss draft
      file.

     

    b) Date
      of
      loss 

     

    c) Cause
      of
      loss 

     

    d) Amount
      of
      loss 

     

    e) Amount
      of
      insurance proceeds received to date 

     

    f) Information
      received from contractors or records of conversation with contractors


     

    g) Correspondence
      from and/or record of conversation with customers and insurance companies


     

    h) Status
      report on repairs 

     

    i) Inspection
      reports, if any 

     

    j) Report
      on
      receipt of future proceeds, if expected (i.e. date expected, amount, etc.)
      

    


    
      	
              B)

            	
              Servicer
                shall wire with the escrow funds the balances of all monies in a
                restricted field for loss drafts.

            


    

    


    
      	
              C)

            	
              Servicer
                shall pay interest on loss draft funds held for all loans in the
                state of
                NY, and all Federally Declared Disaster areas (this includes any
                investor,
                any state, and for every day the funds are held). Servicer shall
                pay all
                interest directly to the customer prior to the Transfer
                Date.

            


    

     

    
      
        
        

      

      
        Exh.
          8-28

        
          

        

      

      
        
        

      

    

     

    XIII
      PMI/MI REQUIREMENTS

    PMI
      Requirements

    


    
      	
              A)

            	
              Servicer
                will assume responsibility for payment of all monthly premiums and
                annual
                premiums 30 days subsequent to the Transfer Date and ensure premiums
                are
                posted to the customer’s payment history prior to the Transfer Cutoff
                Date. Servicer shall express mail premiums to PMI companies no later
                than
                15 days prior to Transfer Date.

            


    

    


    
      	
              B)

            	
              Servicer
                will prepare and submit to all applicable PMI companies notification
                of
                the sale and transfer of applicable accounts involved. Notification
                will
                be submitted no earlier than the Transfer Date on the applicable
                carrier
                notification forms or other forms acceptable to PMI carriers with
                all
                required information, including GMACM’s loan number. Servicer shall
                further advise the following PMI carriers not to prepare and send
                copies
                of their endorsements : GE, UG, MGIC, PMI, Radian, and RMIC. Servicer
                will
                submit copies of such notification to GMACM segregated from all other
                files/information and clearly
                identified.

            


    

    


    Transfer
      notifications to PMI carriers should list GMACM’s address as
      follows:

    


    GMAC
      Mortgage, LLC 

    3451
      Hammond Avenue

    Waterloo,
      IA 50702

    


    For
      each
      PMI carrier notified not to forward endorsements to GMACM, Servicer shall
      provide GMACM a contact name and phone number for each carrier to confirm
      Servicer’s letter instruction.

    


    
      	
              C)

            	
              PMI
                listing to contain, but not be limited to, the following for each
                account
                due and unpaids through 60 days subsequent to the Transfer Cutoff
                Date
                (generated at Transfer Cutoff Date by investor in due date
                order):

            


    

    


    
      	 	
              1.

            	
              Loan
                number 

            


      	 	 	 


    

    
      	 	
              2.

            	
              Mortgagor's
                name 

            


      	 	 	 


    

    
      	 	
              3.

            	
              Next
                premium due date not paid by Servicer as of Transfer Cutoff
                Date

            


      	 	 	 


    

    
      	 	
              4.

            	
              Next
                premium amount due 

            


      	 	 	 


    

    
      	 	
              5.

            	
              Certificate
                number

            


      	 	 	 


    

    
      	 	
              6.

            	
              PMI
                company

            


      	 	 	 


    

    
      	 	
              7.

            	
              Payee
                code per policy

            


      	 	 	 


    

    
      	 	
              8.

            	
              Last
                premium amount paid

            


      	 	 	 


    

    
      	 	
              9.

            	
              Renewal
                option -Level or Declining Level requires monthly amount/Declining
                requires renewal rate

            


      	 	 	 


    

    
      	 	
              10.

            	
              Percent
                of coverage

            


      	 	 	 


    

    
      	 	
              11.

            	
              Escrowed;
                yes or no

            


      	 	 	 


    

    
      	 	
              12.

            	
              Premium
                Payment Frequency - annually or
                monthly

            


    

     

    
      	
              D)

            	
              Servicer
                shall provide a listing of loans with LPMI (Lender Paid Mortgage
                Insurance). Listing to include Servicer’s loan number, GMACM’s loan
                number, Mortgagor’s name, PMI company, and last premium amount.
                

            


    

     

    
      
        
        

      

      
        Exh.
          8-29

        
          

        

      

      
        
        

      

    

     

    PMI
      Requirements (continued)

    


    
      	
              E)

            	
              Cancellation
                and Termination Dates

            


    

    


    
      	 	
              1.

            	
              If
                Servicer does not carry the Cancellation Date and Termination Date
                on
                their system, as it relates to the Homeowner’s Protection Act of 1998,
                Servicer shall provide a listing on diskette (in Excel format), to
                include
                Servicer’s loan number, GMACM’s account number, Cancellation Date and
                Termination Date. 

            


    

    


    
      	 	
              2.

            	
              If
                Servicer does carry the Cancellation Date and Termination Date on
                their
                system, Servicer shall take the steps necessary to ensure all loans
                which
                require the Cancellation Date and Termination Date are accurately
                populated on their system prior to the Transfer Cutoff Date.
                

            


    

    


    MI
      Requirements

    


    
      	
              A)

            	
              For
                FHA and RBP premiums, it will be necessary for Servicer to manually
                disburse and post in accordance with the following
                guidelines:

            


    

    


    
      	 	
              1.

            	
              FHLMC
                transfer = post ________ premium (due HUD ________) prior to the
                Transfer
                Cutoff Date

            


    

    
      	 	 	 


      	 	
              2.

            	
              FNMA
                transfer = post ________ premium (due HUD ________) prior to the
                Transfer
                Cutoff Date

            


      	 	 	 


    

    
      	 	
              3.

            	
              GNMA
                transfer = post ________ premium (due to HUD ________) prior to the
                Transfer Cutoff Date

            


    

    


    If
      Servicer is unable to post prior to the Transfer Cutoff Date, Servicer shall
      so
      advise and provide GMACM within 24 hours of the transfer, a modem in ASCII
      file
      format, the loan numbers and amounts (separate from the IOE modem file) to
      be
      combined with the transfer data file.

    


    
      	
              B)

            	
              The
                Servicer shall notify HUD of the change in servicer information within
                fifteen days after the Transfer Date. GMAC Mortgage, LLC's HUD ID
                number
                is 42162.

            


    

    


    
      	
              C)

            	
              Servicer
                will be responsible for correcting errors on the HUD 92080 Reject
                Report
                prior to the Transfer Date. 

            


    

    


    
      	
              D)

            	
              Servicer
                will be held responsible for any outstanding MI items as of the Transfer
                Cutoff Date; this includes late and interest due on FHA loans, past
                due
                premiums, and disclosure issues.

            


    

    


    
      
        
        

      

      
        Exh.
          8-30

        
          

        

      

      
        
        

      

    


    *if
      applicable

    XIV
      LIFE,
      A&H, DISABILITY INSURANCE

    (Optional
      Insurance)

    


    
      	
              A)

            	
              Servicer
                will provide GMACM, as of Transfer Cutoff Date the following optional
                insurance information with respect to loans with Optional insurance
                coverage that have been determined to be consolidated and
                transferred:

            


    

    


    
      	 	
              1.

            	
              Listing
                to contain, but not be limited to, the following for each Optional
                Carrier: 

            


    

     

    a) Servicer's
      loan number 

     

    b) Insured’s
      name 

     

    c) Mailing
      address

     

    d) Policy/Certificate
      number 

     

    e) Insurance
      coverage type 

     

    f) Effective
      date 

     

    g) Amount
      of
      premium 

     

    h) Next
      premium due date 

     

    i) Insurance
      carrier per policy

     

    j) Joint/single
      status

     

    k) Date
      of
      scheduled premium change, if applicable.

    


    
      	 	
              2.

            	
              Listing
                in loan number order of Mortgagors receiving benefits under a policy
                claim.

            


    

    


    
      	 	
              3.

            	
              Copy
                of Master Policy for each coverage type per company, if not previously
                provided.

            


    

    


    
      	
              B)

            	
              Coverage
                Transferring:
                If the insurance/products will be retained through Servicer’s
                carriers/vendors, Servicer will notify their insurance carriers/vendors
                that the services are being transferred to GMACM. Effective with
                each
                Transfer Date, the insurance/product should be canceled in Servicer’s name
                and reissued in GMACM’s name. Copies of such notification to be provided
                to GMACM. 

            


    

    


    Coverage
      Canceling:
      If the
      insurance will not be retained through Servicer’s carriers/vendors, Servicer
      will notify their insurance carriers/vendors to cancel the coverage and remit
      all collected premiums to the carrier prior to each Transfer Cutoff Date. Copies
      of such notification to be provided to GMACM.

    


    In
      each
      instance, it is the Servicer’s responsibility to notify the Mortgagor regarding
      any effect the transfer may have on the terms or continued availability of
      optional insurance products and any action the customer must take to maintain
      coverage.

     

    
      
        
        

      

      
        Exh.
          8-31

        
          

        

      

      
        
        

      

    

    


    XV
      DEFAULT REQUIREMENTS

     

    
      	A)	
              Delinquency
                Reports

            


    

    


    
      	 	
              1.

            	
              Electronic
                Delinquency Information to be provided in Excel format - see attachment
                7

            


    

    


    
      	
            	3.	
              Provide
                inspection results from the last known occupancy up to the transfer
                date.
                

            


    

     

    This
      should include the first time vacancy date and the date of loss.

     

    
      	B)	
              Collection
                - Contact and Collection histories

            


    

    


    
      	 	
              1.

            	
              Provide
                a copy of the memos for all loans for the last 90 days and collection
                notes for the last 12 months. Please provide in electronic format
                if
                possible. 

            


    

    


    
      	 	
              2.

            	
              Copies
                of all current breach letters.

            


    

    


    
      	
              C)

            	
              Foreclosure

            


    

    


    
      	 	
              1.

            	
              Please
                advise your foreclosure attorneys to proceed with the foreclosure
                process.
                A foreclosure should not be put on hold without the prior written
                approval
                of Truman Capital.

            


    

    


    
      	 	
              2.

            	
              Provide
                a list of loans in foreclosure, copy of the demand/breach letter
                for all
                loans in foreclosure, the date referred to the attorney, attorney
                name and
                phone number, foreclosures status, and any sale dates scheduled within
                60
                days of transfer. Bid
                instructions for any loans with a sale date occurring with 15 days
                after
                the Transfer Date must be provided upon
                transfer.

            


    

    


    
      	 	
              3.

            	
              Foreclosure
                files shall contain the following:

            


    

     

    
      	
            	a)	
              Trustee/attorney
                names and contact information

            


    

     

    
      	
            	b)	
              Breach
                letter

            


    

     

    
      	
            	c)	
              NOD/Complaint

            


    

     

    
      	
            	d)	
              Foreclosure
                title report

            


    

     

    
      	
            	e)	
              Foreclosure
                bid worksheet (if available)

            


    

     

    
      	
            	f)	
              Actual/projected
                foreclosure sale date

            


    

     

    
      	
            	g)	
              Foreclosure
                review committee packet (not referred to attorney but recommended
                for
                foreclosure).

            


    

     

    
      	
            	h)	
              Bankruptcy
                information prior to foreclosure action (if
                applicable)

            


    

     

    
      	
            	i)	
              Mark
                the outside of the file for any exception loans (e.g., SEIZED, DEMOLITION;
                MOBILE HOMES AND MANUFACTURED
                HOUSING)

            


    

    


    
      	 	
              4.

            	
              Loan
                files for loans scheduled for sale within two (2) weeks after the
                transfer
                date are to be received on the transfer date. These files are to
                contain a
                payoff statement good through cutoff date (or a total amount due
                statement), and the recent
                BPO/Appraisal.

            


    

    


    
      
        
        

      

      
        Exh.
          8-32

        
          

        

      

      
        
        

      

    


    Default
      Requirements (continued)

    


    
      	
              D)

            	
              Bankruptcy

            


    

    


    
      	 	
              1.

            	
              Provide
                a listing of loans in Bankruptcy to
                include:

            


    

     

    a) Filing
      date

     

    b) Case
      number

     

    c) District

     

    d) Chapter

     

    e) Post-petition
      due date

     

    f) Attorney
      name and phone number

     

    g) Bankruptcy
      status

    


    
      	 	
              2.

            	
              Provide
                a list of any cramdowns.

            


    

    


    
      	 	
              3.

            	
              Bankruptcy
                file to contain the following:

            


    

     

    a) Any
      pending relief of stay hearings within 60 days of the transfer

     

    b) Servicer’s
      attorney and contact information

     

    c) Debtor’s
      attorney and contact information 

     

    d) Bankruptcy
      petition

     

    e) Proof
      of
      claim

     

    
      	 	
              ·

            	
              If
                arrearages included in proof of claim, please provide
                breakdown

            


    

     

    f) Reorganization
      plan

     

    g) Copies
      of
      stipulation/agreed orders (details of payment plan)

     

    h) Foreclosure
      information prior to bankruptcy filing (if applicable)

     

    i) Information
      of prior bankruptcy filings (multi-filers)

     

    j) APO
      or
      RFS order

     

    k) RFS
      motion

     

    l) Dismissal/discharge
      order and/or a list of loans that have been dismissed/discharged

    


    
      	
              E)

            	
              Loss
                Mitigation

            


    

    


    
      	 	
              1.

            	
              List
                of all loans with an active repayment plan or pending workout/loss
                mitigation. Please include the workout file or loss mitigation file
                and
                all pertinent details.

            


    

    


    
      	 	
              2.

            	
              Provide
                a list of any loans currently in a deed-in-lieu
                process.

            


    

    


    
      	 	
              3.

            	
              Loss
                Mitigation/Workout/Forbearance Files should contain the
                following:

            


    

     

    Copies
      of
      any pending or proposed loan workout plan, including, but not limited
      to:

     

    
      	 	
              ·

            	
              Repay
                plans

            


      	 	 	 


    

    
      	 	
              ·

            	
              Forbearance
                proposals

            


      	 	 	 


    

    
      	 	
              ·

            	
              Modifications

            


      	 	 	 


    

    
      	 	
              ·

            	
              Deed-in-lieu
                proposals

            


      	 	 	 


    

    
      	 	
              ·

            	
              Assumption
                proposals

            


      	 	 	 


    

    
      	 	
              ·

            	
              Short
                sale proposals

            


    

     

    a) Copies
      of
      all borrower correspondence

     

    b) If
      loan
      was a prior foreclosure loan, provide prior foreclosure information

     

    
      
        
        

      

      
        Exh.
          8-33

        
          

        

      

      
        
        

      

    

     

    Default
      Requirements (continued)

    


    
      	
              F)

            	
              REO

            


    

    


    
      	 	
              1.

            	
              REO
                files shall contain the following:

            


    

     

    a) Copy
      of
      the foreclosure deed

     

    b) Foreclosure
      bid worksheet with supporting BPOs or APOs attached

     

    c) Copies
      of
      any property inspection reports

     

    d) Copies
      of
      any listing agreements

     

    e) Copies
      of
      any listing activity reports

     

    f) Copies
      of
      any offers received

     

    g) Copies
      of
      any rehabilitation work orders and/or contractor invoices

    


    XVI
      ASSUMPTIONS, NAME CHANGES AND PARTIAL RELEASES


    


    
      	
              A)

            	
              Assumption
                files in process (including origination file and any applicable
                document/custodial files) shall be shipped
                to:

            


    

    GMAC
      Mortgage, LLC

    Attention:
      Sales & Acquisition Dept.

    3451
      Hammond Avenue

    Waterloo,
      IA 50702

    


    
      	
              B)

            	
              Assumptions
                Pending as of Transfer Cutoff Date

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide GMACM with a listing in Servicer loan number order
                of all
                accounts pending assumption as of Transfer Cutoff
                Date.

            


    

    


    
      	 	
              2.

            	
              Servicer
                shall provide GMACM with a current status report on each pending
                assumption that indicates the stages of completion. A status can
                be
                included in each assumption file.

            


    

    


    
      	 	
              3.

            	
              Servicer
                shall forward to GMACM the applicable transfer fee, along with all
                required documents for each loan(s) on which the assumption processing
                has
                not been completed (i.e. name change not
                affected).

            


    

    


    
      	
              C)

            	
              Information
                Required on Pending Assumption
                Statements

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide GMACM with copies of all Assumption Statements issued
                up to
                Transfer Cutoff Date for which no assumption papers have been
                received.

            


    

    


    
      	 	
              2.

            	
              A
                copy of the assumption statement should be included in the assumption
                file.

            


    

    


    
      	
              D)

            	
              Information
                Required on Completed Assumptions

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide a report (Excel format) of the following information
                for
                each loan having a completed
                assumption:

            


    

     

    a) Loan
      Number

     

    b) Previous
      Titleholder Name(s)

     

    c) Released
      from Liability (Yes/No)

     

    d) Effective
      date of the assumption

     

    
      
        
        

      

      
        Exh.
          8-34

        
          

        

      

      
        
        

      

       

    

    e)
      Assumption Type (purchase, release of co-borrower, etc)

    


    
      	
              E)

            	
              For
                each private investor, Servicer shall provide a spreadsheet detailing
                the
                following information:

            


    

    


    
      	 	
              1.

            	
              What
                special investor requirements exist for assumptions (e.g. fees,
                underwriting release of liability,
                etc.).

            


    

    


    
      	
              F)

            	
              Information
                Required on Name Changes

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide a listing of all pending legal name changes along with
                the
                appropriate documentation, (Quit Claims, Death Certificates, Divorce
                Decrees, etc.).

            


    

    


    
      	
              G)

            	
              Information
                Required on Pending Partial Releases (if
                Applicable)

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide GMACM with a listing of all loans on which a partial
                release
                is pending, along with an explanation for each case, and all documentation
                received to date.

            


    

    


    
      	 	
              2.

            	
              Servicer
                shall provide GMACM with copies of all correspondence forwarded to
                the
                Investor for their approval, if
                applicable.

            


    

    


    
      	 	
              3.

            	
              Servicer
                shall forward to GMACM the applicable transfer fee, along with all
                required documents for each loan(s) on which the partial release
                processing has not been completed.

            


    

     

    XVII
      PAID-IN-FULLS 

    


    PAID-IN-FULLS

    


    
      	
              A)

            	
              Information
                required on pending payoff requests

            


    

    


    
      	 	
              1.

            	
              Servicer
                shall provide a report, in Excel format, listing all loans for which
                payoff statements have been issued within 30 days prior to Transfer
                Date
                and the loans have not paid off. This report shall include the Servicer’s
                loan number, property state and date of issue of payoff statement.
                Such
                report to be provided on diskette within three (3) business days
                after
                Transfer Date.

            


    

    


    
      	 	
              2.

            	
              On
                a case-by-case basis, Servicer will provide GMACM with copies of
                payoff
                statements issued prior to the Transfer
                Date.

            


    

    


    
      	
              B)

            	
              Information
                required on pending Paid In Fulls

            


    

    


    
      	 	
              1.

            	
              Paid
                in full checks received, but not applied as of Transfer Cutoff Date,
                shall
                be identified with the Servicer’s loan number, be properly endorsed and
                forwarded to GMACM. Servicer shall utilize Attachment
                3
                (Servicing Transfer Information Enclosure Sheet) when forwarding
                payoff
                checks. Please forward these via overnight delivery
                to:

            


    

     

    
      
        
        

      

      
        Exh.
          8-35

        
          

        

      

      
        
        

      

       

    

    GMAC
      Mortgage, LLC

    3451
      Hammond Avenue

    Waterloo,
      IA 50702

    Attn:
      Darcia Meier/Payoff Processing

    


    
      	 	
              2.

            	
              Servicer
                shall forward payoff checks received within 48 hours of
                receipt.

            


    

    


    
      	 	
              3.

            	
              Servicer
                shall be held financially responsible for any interest accrual incurred
                as
                a result of not following instructions contained within this section
                relative to the forwarding of payoff checks and associated information.
                Servicer will forward a check in the appropriate amount upon receipt
                of a
                properly documented request.

            


    

     

    XVIII
      DISHONORED AND MISAPPLIED PAYMENTS

    


    
      	
              A)

            	
              Dishonored:
                Servicer will ensure the returned check has been presented twice
                to the
                bank for good funds prior to requesting reimbursement from GMACM.
                Servicer
                will submit the following applicable documentation related to dishonored
                payment which was not reversed by Servicer prior to Transfer Cutoff
                Date:

            


    

    


    
      	 	
              1.

            	
              Original
                returned or dishonored payment should be provided and clearly reflect
                the
                reason the payment was dishonored (e.g. NSF, stop payment, etc.).
                In the
                case of a dishonored draft, adequate proof should be provided indicating
                the bank rejected the draft.

            


    

    
      	 	 	 


      	 	
              2.

            	
              Payment
                history from point of the dishonored payment to the Transfer Cutoff
                Date

            


      	 	 	 


    

    
      	 	
              3.

            	
              GMACM
                shall reimburse Servicer the dishonored payment funds within twenty
                (20)
                days of receipt of applicable
                documentation.

            


    

    


    
      	
              B)

            	
              Misapplied
                Payments:
                “Misapplied payment” shall mean a Mortgagor payment for which funds have
                been deposited in an incorrect Escrow Account or applied to an incorrect
                Mortgagor’s account. The existence of a canceled Mortgagor payment bearing
                the endorsement of Servicer, for which funds have not been allocated
                to
                the proper Escrow Accounts, shall be considered conclusive evidence
                of a
                misapplied payment. Misapplied payments shall be processed as
                follows:

            


    

    


    
      	 	
              1.

            	
              Both
                parties shall cooperate in correcting misapplication errors by providing
                the payment history from point of error to the Transfer Cutoff Date
                and a
                copy of the canceled check bearing the endorsement of the servicer
                responsible for the posting of the missing funds.
                

            


    

    
      	 	 	 


      	 	
              2.

            	
              The
                party receiving notice of a misapplied payment occurring prior to
                the
                Transfer Date and discovered after the Transfer Date shall immediately
                notify the other party.

            


      	 	 	 


    

    
      	 	
              3.

            	
              If
                a misapplied payment cannot be identified by either party and said
                misapplied payment has resulted in a shortage in a Mortgage account,
                Servicer shall be liable for the amount of such shortage. Servicer
                shall
                reimburse GMACM for the amount of such shortage within twenty (20)
                days
                after receipt of written demand from
                GMACM.

            


      	 	 	 


    

    
      	 	
              4.

            	
              Any
                check issued under the provisions of this paragraph shall be accompanied
                by a statement indicating the purpose of the check, the mortgagor
                and
                property address involved, and the corresponding Servicer and/or
                GMACM
                account number.

            


    

    


    
      
        
        

      

      
        Exh.
          8-36

        
          

        

      

      
        
        

      

    

     

    XIX
      ARM
      REQUIREMENTS

    


    
      	
              A)

            	
              ARM/Special
                Loan Information

            


    

    


    
      	 	
              1.

            	
              All
                applicable ARM Specifications and Rate and Payment Change Histories
                should
                be provided electronically.

            


    

    


    
      	 	
              2.

            	
              A
                listing of your ARM ‘Plan’ Codes and ARM Index Code Definitions and
                Descriptions is also requested. 

            


    

    


    
      	 	
              3.

            	
              If
                you keep separate ARM files, please include these files when shipping
                the
                servicing files. 

            


    

    


    If
      you
      have any special products, such as loans with conversion options, Balloon loans,
      Balloon/Reset loans, GPM loans, HUD235 loans, etc. please immediately notify
      us.
      A list of these loans and ALL available information/fields will be required
      on
      these loans.


    


    
      
        
        

      

      
        Exh.
          8-37

        
          

        

      

      
        
        

      

    

    



    ATTACHMENT
      1

    **For
      use
      in forwarding payments, loss drafts, refunds.

    


    SERVICING
      TRANSFER

    INFORMATION
      ENCLOSURE SHEET

    


    
      	DATE: ______________________________ 	
              TRANSFER
                DATE:
                ___________________________

            
	 	 
	
              TO:       GMAC
                Mortgage,
                LLC                                   
                

              Payment
                Processing

              3451
                Hammond Avenue

              Waterloo,
                IA 50702

            	SERVICER:
              _______________


    

     

    
      	
              Loan

              Number

            	 	
              Last

              Name

            	 	
              Check
                Amount

            	 	
              Check
                Number

            	 	
              Purpose
                of check (e.g., payment, additional principal, refund, loss
                draft)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        Exh.
          8-38

        
          

        

      

      
        
        

      

    

    
 

    ATTACHMENT
      2

    **For
      use
      in forwarding correspondence, bills, renewals, etc.

     

    SERVICING
      TRANSFER

    INFORMATION
      ENCLOSURE SHEET

    


    
      	DATE: ______________________________	
              TRANSFER
                DATE:
                ___________________________

            
	 	 
	
              TO:       GMAC
                Mortgage,
                LLC                            
                

              Sales
                & Acquisitions

              3451
                Hammond Avenue

              Waterloo,
                IA 50702

            	SERVICER:
              _________________


    

     

    
      	
              Loan

              Number

            	 	
              Last

              Name

            	 	
              Tax
                Info

            	 	
              Ins.
                Info

            	 	
              Other

              (please
                detail)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        Exh.
          8-39

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      3

    **For
      use
      in forwarding payoff checks only.

     

    SERVICING
      TRANSFER

    INFORMATION
      ENCLOSURE SHEET

    


    
      	
              DATE:
                ______________________________ 

            	TRANSFER DATE:
              ___________________________
	 	 
	
              TO:      
                GMAC
                Mortgage, LLC 

                         
                Payoff
                Processing

              3451
                Hammond Avenue

              Waterloo,
                IA 50702

            	SERVICER:
              _____________________


    

     

    
      	
              Loan

              Number

            	 	
              Last

              Name

            	 	
              Check
                Number

            	 	
              Check
                Amount

            	 	
              Date
                of Receipt

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        Exh.
          8-40

        
          

        

      

      
        
        

      

    

    
 

    ATTACHMENT
      4
      Electronic Data File for Semi-Automated Transfers

    


    See
      separate attachment

     

    
      
        
        

      

      
        Exh.
          8-41

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      5

    HAZARD
      CLAIM INFORMATION

    


    DATE
      __________ LOAN NUMBER ______________ DOL _______________ DMG TYPE
      ______________

    


    INVESTOR
      _____________ INVESTOR# ___________ NEAR/TOTAL ___ REPORTED TO INVESTOR
      ____

    


    MORTGAGOR
      ______________________________________________________________________________________

    LAST
      NAME FIRST
      NAME

    


    CO-MORTGAGOR
      _______________________________________________________________________________________________

    LAST
      NAME FIRST
      NAME

    


    PROPERTY
      ADDRESS____________________________________________________________________________________________

    


    ________________________________________________________________________________

    CITY STATE
      ZIPCODE

     

    TELEPHONE
      #’S  HOME
      ____________________ MR
      WORK ____________________

    


    OTHER
      ___________________ MRS
      WORK ___________________

    


    **************************************************************************************

    


    SELLING
      COMPANY CONTACT NAME AND TELEPHONE #
      ________________________________

    


    CONTRACTOR
      _____________________________________________________________________________

     

    ADDRESS
      __________________________________________________________________________________

    


    TELEPHONE
      #
      _____________________________________________________________________________

    


    PUBLIC
      ADJUSTER
      _________________________________________________________________________

    


    ADDRESS
      __________________________________________________________________________________

    


    TELEPHONE
      #
      _______________________________________________________________________________

     

    **************************************************************************************

    


    CHECK
      AMOUNT ____________________ INS CO ____________________ DEPOSITED
      ___________________

    


    DISBURSEMENTS:
      

    


    · DATE
      _______________ CK AMT _____________ CK# _____________ BALANCE
      ______________

    


    PAYABLE
      TO _____________________ SENT TO ___ CONTR ___ TH ___ OTHER ___ REG ___ FED
      EX

    


    · DATE
      _______________ CK AMT _______________ CK# _______________ BALANCE
      ______________

    


    PAYABLE
      TO _____________________ SENT TO ___ CONTR ___ TH ___ OTHER ___ REG ___ FED
      EX

    


    · DATE
      _____________ CK AMT _____________ CK# _______________ BALANCE
      ______________

    


    
      
        
        

      

      
        Exh.
          8-42

        
          

        

      

      
        
        

      

       

    

    PAYABLE
      TO _____________________ SENT TO ___ CONTR ___ TH ___ OTHER ___ REG ___ FED
      EX

    


    · DATE
      _____________ CK AMT _____________ CK# _______________ BALANCE
      ______________

     

    PAYABLE
      TO _____________________ SENT TO ___ CONTR ___ TH ___ OTHER ___ REG ___ FED
      EX

    


    INSPECTIONS:
       ____%
      COMPLETE AS OF ________ _____% COMPLETE AS OF __________

    


    ______%
      COMPLETE AS OF __________ _____% COMPLETE AS OF __________

    **************************************************************************************

    COMMENTS
      ______________________________________________________________________________________

     

    
      
        
        

      

      
        Exh.
          8-43

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      6 - FILE LABELS 

    


    This
      following Word document contains instructions for creating file
      labels.

     

    

    


    Label
      data should be inserted into the following Excel file. Save the spreadsheet
      as a
      DBSP F spreadsheet in order to import this into the access database. (As defined
      in the Word document) 

    


    

     

    The
      following Access database is used to create the labels.

    


    

     

    The
      following font will need to be applied so the bar codes print on each
      label.

    


    

     

    
      
        
        

      

      
        Exh.
          8-44

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      7 - Delinquency Information - Electronic Format

    


    

     

    
      
        
        

      

      
        Exh.
          8-45

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      8 

    


    ME-2
      NEW JERSEY REQUEST FORM

    


    
      	Requestor: Caryl
              Borcherding ASC
              #19	
              Date:
                ____________

            
	 	 
	Requestor Phone Number:
              _319-236-5557_____	 


    

      

    
      
        	Type of Transaction(select one)	Acquisition:_XXX__ 	Change:___________
	 	 	 
	
                Parameter
                  (select one)

              	 	 
	 	 	 
	 	 	 
	Contract # Range	From: ______________________	To: ______________________
	
                Issue
                  Date

              	
                ______________________

              	 
	Cancellation Date:	
                ______________________

              	 
	Change Date:	
                ______________________

              	 
	Loan Number Range:	
                ______________________

              	 


      

    

     

    
      The
        Following Fields Must Be Filled In Completely:

       

    

    
      	Current
              Mortgagee: 	
              ______________________

            	  Contact:___________________
	(Name
              and
              Address) 	 	Phone
              # __________________
	 	 	 
	 	 	
              NJBank
                Code:_____________

            
	 	 	 
	Current
              Mortgagee 	
              ______________________

            	  Contact:___________________
	Tax
              Processor: _	
              ______________________

            	Phone
              # __________________
	Tax
              Processor NJ 	
              ______________________

            	 
	Bank
              Code:	 	 


    

     

     

    
      	New
              Mortgagee:	GMAC Mortgage,
              LLC___	 
	(Name &
              Address)	_P O BOX
              780_________ 	 
	 	_Waterloo, IA
              50704___ 	Customer #:  __5319____________
	 	
              ______________________

            	NJ Bank Code:
              _06763_________
	 	 	 
	New
              Mortgagee 	_First American
              Tax___ 	
              Contact: ___Amy
                Kotsch_________

            
	Tax
              Processor:	_3445 Winston
              Pl______ 	Phone #: __716-427-7540
              ext 224
	
              (Name
                & Address) 

            	_Suite
              219________________ 	 
	 	_Rochester,
              NY 14623_____	 
	 	 	 
	
              Tax
                Processor NJ

            	 	 
	
              Bank
                Code 

            	 0660	 


    

     

    
      	Signature Stamp
              Provided?	YES( Stamp for Susan Meier
              Provided)
	Send Completed Forms to
              Authorities	GMACM____ NAR_____ BRANCH__Taxing
              


    

     

     

    
      
        
        

      

      
        Exh.
          8-46

        
          

        

      

      
        
        

      

    

     

    Send
      ME2 Request Forms to:  (Rochester
      ASC 031- Attn; NJ Team)

     

     

    
      
        
        

      

      
        Exh.
          8-47

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      9A

    


    ELIGIBILITY
      CRITERIA FOR ALT-A FIRST LIEN MORTGAGE LOANS AND ALT-A SECOND LIEN CLOSED-END
      MORTGAGE LOANS


    


    Servicer
      agrees to subservice Mortgage Loans possessing the following
      characteristics:


    


    Newly
      Originated Alt-A, Residential, Fixed and Adjustable Rate First Lien Mortgage
      Loans. 

    Newly
      Originated Alt-A Residential, Fixed Adjustable Rate Closed-End Second Lien
      Residential Mortgage Loans.

     

    
      
        
        

      

      
        Exh.
          9-A-1

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      9B

    


    ELIGIBILITY
      CRITERIA FOR SUBPRIME SECOND LIEN CLOSED-END MORTGAGE
      LOANS

    


    Servicer
      agrees to subservice Mortgage Loans possessing the following
      characteristics:


    


    Newly
      Originated Subprime Residential, Fixed Adjustable Rate Closed-End Second Lien
      Residential Mortgage Loans

     

    
      
        
        

      

      
        Exh.
          9-B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      10

    


    FORM
      OF LIMITED POWERS OF ATTORNEY

    


    Prepared
      by and Return To:

    GMAC
      Mortgage, LLC

    100
      Witmer Road

    Horsham,
      Pennsylvania 19044

     

    ARTICLE
      XV. Limited
      Power of Attorney

    


    KNOW
      ALL
      MEN BY THESE PRESENTS, that _____________________ (“____________”), a
      ____________, having its principal place of business at
      _________________________________, hereby constitutes and appoints GMAC
      Mortgage, LLC (“GMACM”), a Pennsylvania corporation, having offices at 100
      Witmer Road, Horsham, Pennsylvania 19044, by and through its officers, its
      true
      and lawful Attorney-in-Fact, in its name, place and stead and for its benefit,
      in connection with mortgage loans serviced by GMACM on behalf of _____________
      pursuant to that certain Amended and Restated Servicing Agreement, dated as
      of
      August 5, 2005 as amended and restated to and including January 2, 2007 between
      GMACM and _________________ (the “Servicing Agreement”) for the purpose of
      performing all acts and executing all documents in the name of _________________
      necessary and incidental to the servicing of said loans, including but not
      limited to:

    


    
      	
              (1)

            	
              Foreclosing
                delinquent loans or discontinuing such foreclosure proceedings, including,
                but not limited to, the execution of notices of default, notices
                of sale,
                assignments of bids, and assignments of deficiency judgments, and
                appearing in the prosecuting bankruptcy
                proceedings;

            


    

    


    
      	
              (2)

            	
              Selling,
                transferring or otherwise disposing of real property acquired through
                foreclosure

            


    

    or
      otherwise, including, but not limited to, executing all contracts, agreements,
      deeds, assignments or other instruments necessary to effect such sale, transfer
      or disposition, and receiving proceeds and endorsing checks made payable to
      the
      order of ____________ from such proceedings;

    


    
      	
              (3)

            	
              Preparing,
                executing, and delivering satisfactions, cancellations, discharges,
                list
                note instruments, or full or partial releases of lien, subordination
                agreements, modification agreements, assumption agreements, substitutions
                of trustees under deeds of trust, and UCC-3 Continuation
                Statements;

            


    

    


    
      	
              (4)

            	
              Endorsing
                promissory notes and executing assignments of mortgages, deeds of
                trust,
                deeds to secure debt, and other security instruments securing said
                promissory notes in connection with loans for which GMACM has received
                full payment of all outstanding amounts due on behalf of
                _____________;

            


    

    


    
      	
              (5)

            	
              Endorsing
                insurance proceeds checks and mortgage payment checks to the order
                of
                _________________;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (6)

            	
              Any
                and all such other acts of any kind and nature whatsoever that are
                necessary and prudent to service the
                loans.

            


    

    


    _____________
      further grants to GMACM full power and authority to do and perform all acts
      necessary for GMACM to carry into effect the power or powers granted by or
      under
      this Limited Power of Attorney as fully as _____________ might or could do
      with
      the same validity as if all and every such act had been herein particularly
      stated, expressed and especially provided for, and hereby ratifies and confirms
      all that GMACM shall lawfully do by virtue of the powers and authority granted
      and contemplated hereby. This Limited Power or Attorney shall remain in full
      force and effect until ________ unless sooner revoked or terminated by
      __________________.

    


    Third
      parties without actual notice may rely upon the exercise of the power granted
      under this Limited Power of Attorney, and may be satisfied that this Limited
      Power of Attorney has not been revoked by ________________.

     

    
      	
              Witnesses:

            	 
	 	
              __________________

            
	By: ___________________	 
	Name: ________________	 
	Title: _________________	 
	 	 
	By: ___________________	By: ___________________
	Name: ________________	Name: ________________
	
              Title: _________________

               

            	
              Title: _________________

               

            
	
              ATTEST:
                __________________

            	 
	Name: ________________	 
	Title: _________________	 
	 	 
	
              STATE
                OF _____________

            	 
	
              COUNTY
                OF _______________

            	 


    

     

    On
      this
      ______ day of _______________, before me, the undersigned, a Notary Public
      in
      and for said county and state, personally appeared____________ and ____________,
      personally known to me to be the persons who executed the within instrument
      as
      [Vice President] and [Assistant Secretary], respectively, on the behalf of
      the
      corporation therein named, and they duly severally acknowledged that said
      instrument is the act and deed of said corporation, and that they, being
      authorized to do so, executed and delivered said instrument and affixed the
      corporate seal thereto for the purposes therein contained.

     

    Witness
      by hand and official seal.


    ___________________________

    Notary
      Public

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      11

    


    FORM
      OF OPINION OF COUNSEL TO THE SERVICER FOR RECONSTITUTION

    


    [Date]

    


    [                       
       ]

    [                        
      ]

    [                        
      ]

    


    Ladies
      and Gentlemen:

     

    You
      have
      requested my opinion, as [Associate] [General Counsel] to GMAC Mortgage, LLC
      (the “Company”), with respect to certain matters in connection with that certain
      Agreement, dated as of [Date], by and among the Company and (the “Agreement”).


     

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

    


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

    


    My
      opinions set forth below are subject to the qualification that enforceability
      of
      each of the respective obligations of the parties under the Agreements is
      subject to (i) general principles of equity, regardless of whether such
      enforceability is considered in a proceeding in equity or at law, (ii) the
      availability of equitable remedies, (iii) bankruptcy, insolvency, liquidation,
      receivership, moratorium, reorganization or other similar laws affecting the
      rights of creditors, (iv) implied or express covenants of good faith, and (v)
      limitations of public policy under applicable securities laws as to rights
      of
      indemnity and contribution thereunder. My opinions are subject to the further
      qualification that enforceability of each of the parties' respective obligations
      under the Agreements is subject to the effect of certain laws, regulations
      and
      judicial or other decisions upon the availability and enforceability of the
      remedies of specific performance and self-help, and I express no opinion herein
      with regard to any lien or security interests created by the
      agreements.

     

    
      
        
        

      

      
        Exh.
          11-1

        
          

        

      

      
        
        

      

    

     

    Capitalized
      terms used herein, but not defined herein, shall have the meanings assigned
      to
      them in the Agreements.

     

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

     

    


    
      	
              1.

            	
              The
                Company is duly formed and validly existing as a limited liability
                company
                in good standing under the laws of the State of Delaware and has
                the
                requisite power to own its properties, to conduct its business as
                presently conducted by it and to enter into and perform its obligations
                under the respective Agreements to which it is a party.
                

            


    

     

    
      	
              2.

            	
              Each
                of the Agreements to which it is a party has been duly authorized,
                executed and delivered by the Company.


            


    

     

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

     

    Very
      truly yours,

     

    By:
      
      
        

      

    

    Title: 

     

    
      
        
        

      

      
        Exh.
          11-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      12A

    


    TERM
      SHEET FOR ALT-A FIRST LIEN MORTGAGE LOANS AND ALT-A SECOND LIEN CLOSED-END
      MORTGAGE LOANS


    


    [To
      be
      mutually agreed by Owner and Servicer]

     

    
      
        
        

      

      
        Exh.
          12-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      12B

    


    TERM
      SHEET FOR SUBPRIME SECOND LIEN MORTGAGE LOANS

    


    [To
      be
      mutually agreed by Owner and Servicer]

     

    
      
        
        

      

      
        Exh.
          12-B-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      13

    


    SERVICING
      PERFORMANCE STANDARDS AND APPROVAL MATRIX

    


    [To
      be
      mutually agreed by Owner and Servicer]

     

    
      
        
        

      

      
        Exh.
          13-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      14

    


    FORM
      OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

    


    This
      Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
      and entered into as of [CLOSING DATE] (the “Closing Date”), among DB Structured
      Products, Inc., having an address at 60 Wall Street, New York, New York 10005
      (the “Assignor”), [DEPOSITOR], having an address at [ADDRESS] (the “Assignee”),
      and GMAC Mortgage, LLC, having an address at 100 Witmer Road, Horsham,
      Pennsylvania 19044 (the “Company”). 

    


    WHEREAS,
      the Assignor purchased the residential mortgage loans (the “Assigned Loans”)
      listed on Attachment
      1
      annexed
      hereto from various third party sellers on a servicing released basis pursuant
      to certain mortgage loan purchase and interim servicing agreements.

     

    WHEREAS,
      the Assignor and the Company entered into that certain Amended and Restated
      Servicing Agreement, dated as of January 2, 2007 between the Assignor and the
      Company (the “Agreement”) pursuant to which the Company agreed to service the
      Assigned Loans on behalf of the Assignor. 

     

    In
      consideration of the mutual promises contained herein, the parties hereto agree
      that the Assigned Loans, which are now serviced by the Company for the Assignor
      and its successors and assigns pursuant to the Agreement shall, from and after
      the Closing Date be serviced by the Company in accordance with the provisions
      of
      the Agreement, as modified by this AAR Agreement. Capitalized terms used herein
      but not defined shall have the meanings ascribed to them in the
      Agreement.

     

    Assignment
      and Assumption

     

    ARTICLE
      I. ASSIGNOR
      HEREBY GRANTS, TRANSFERS AND ASSIGNS TO ASSIGNEE ALL OF THE RIGHT, TITLE AND
      INTEREST OF ASSIGNOR IN, TO AND UNDER THE AGREEMENT AS IT RELATES TO THE
      ASSIGNED LOANS. ASSIGNOR SPECIFICALLY RESERVES AND DOES NOT ASSIGN TO ASSIGNEE
      ANY RIGHT, TITLE AND INTEREST IN, TO OR UNDER ANY MORTGAGE LOANS SUBJECT TO
      THE
      AGREEMENT OTHER THAN THE ASSIGNED LOANS SET FORTH ON ATTACHMENT
      1.

    


    Representations,
      Warranties and Covenants

     

    ARTICLE
      II. ASSIGNOR
      WARRANTS AND REPRESENTS TO ASSIGNEE AND COMPANY AS OF THE CLOSING
      DATE:

    


    Section
      2.01 Attached hereto as Attachment 2 is a true and accurate copy of the
      Agreement, which Agreement is in full force and effect as of the date hereof
      and
      the provisions of which have not been waived, amended or modified in any
      respect, nor has any notice of termination been given thereunder;

     

    
      
        
        

      

      
        Exh.
          14-1

        
          

        

      

      
        
        

      

    

    


    Section
      2.02 Assignor was the lawful owner of the Assigned Loans with full right to
      transfer the Assigned Loans and any and all of its interests, rights and
      obligations under the Agreement as they relate to the Assigned Loans, free
      and
      clear from any and all claims and encumbrances; and upon the transfer of the
      Assigned Loans to Assignee, Assignee shall have good title to each and every
      Assigned Loan, as well as any and all of Assignor’s interests, rights and
      obligations under the Agreement as they relate to the Assigned Loans, free
      and
      clear of any and all liens, claims and encumbrances;

    


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

    


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

    


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

    


    ARTICLE
      III. ASSIGNEE WARRANTS AND REPRESENTS TO, AND COVENANTS WITH, ASSIGNOR AND
      COMPANY AS OF THE CLOSING DATE:

    


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

    


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

     

    
      
        
        

      

      
        Exh.
          14-2

        
          

        

      

      
        
        

      

    

    


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

    


    Section
      3.04 Assignee agrees to be bound by all of the terms, covenants and conditions
      of the Agreement with respect to the Assigned Loans, and from and after the
      Closing Date, Assignee assumes for the benefit of each of Assignor and Company
      all of Assignor’s obligations thereunder but solely with respect to such
      Assigned Loans.

    


    ARTICLE
      IV. COMPANY WARRANTS AND REPRESENTS TO, AND COVENANT WITH, ASSIGNOR AND ASSIGNEE
      AS OF THE CLOSING DATE:

    


    Section
      4.01 Attached hereto as Attachment 2 is a true and accurate copy of the
      Agreement, which Agreement is in full force and effect as of the Closing Date
      and the provisions of which have not been waived, amended or modified in any
      respect, nor has any notice of termination been given thereunder;

    


    Section
      4.02 Company is duly organized, validly existing and in good standing under
      the
      laws of the jurisdiction of its formation, and has all requisite power and
      authority to service the Assigned Loans and otherwise to perform its obligations
      under the Agreement;

    


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

     

    
      
        
        

      

      
        Exh.
          14-3

        
          

        

      

      
        
        

      

    

    


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

    


    Section
      4.05 No event has occurred as of Closing Date which would render the
      representations and warranties made by Company in Section 9.01 the Agreement,
      including any representations and warranties referenced thereunder, to be untrue
      in any material respect; 

    


    Section
      4.06 From and after the Closing Date the Company shall service the Assigned
      Loans in accordance with the terms and provisions of the Agreement, as modified
      by this AAR Agreement, and Company shall establish a Custodial Account and
      an
      Escrow Account under the Agreement with respect to the Assigned Loans separate
      from the Custodial Account and Escrow Account previously established under
      the
      Agreement in favor of Assignor, and shall remit collections received to such
      accounts. The Custodial Account and Escrow Account shall be entitled “GMAC
      Mortgage, LLC, as servicer in trust for [TRUST NAME]”; and

    


    Section
      4.07 Company shall furnish, on a monthly basis, in accordance with the Fair
      Credit Reporting Act and its implementing regulations, accurate and complete
      borrower credit files to Equifax, Experian and the TransUnion Credit Information
      Company with respect to each Assigned Loan serviced by the Company subject
      to
      this AAR Agreement.

    


    ARTICLE
      V. COMPANY HEREBY ACKNOWLEDGES THAT [MASTER SERVICER] HAS BEEN APPOINTED AS
      THE
      MASTER SERVICER (THE “MASTER SERVICER”) FOR THE ASSIGNED LOANS PURSUANT TO THE
      POOLING AND SERVICING AGREEMENT, DATED AS OF [DATE] (THE “POOLING AND SERVICING
      AGREEMENT”) AMONG THE ASSIGNEE, AS DEPOSITOR, [TRUSTEE], AS TRUSTEE (THE
“TRUSTEE”) AND THE MASTER SERVICER, AS MASTER SERVICER AND SECURITIES
      ADMINISTRATOR. COMPANY SHALL DELIVER ANY REPORTS REQUIRED TO BE DELIVERED UNDER
      THE AGREEMENT TO: [MASTER SERVICER] [ADDRESS], ATTENTION:
      [________________].


     

    Recognition
      of Assignee

     

    ARTICLE
      VI. FROM AND AFTER THE CLOSING DATE, COMPANY SHALL RECOGNIZE ASSIGNEE AS OWNER
      OF THE ASSIGNED LOANS, AND ACKNOWLEDGES THAT THE ASSIGNED LOANS WILL BE PART
      OF
      A REMIC, AND WILL SERVICE THE ASSIGNED LOANS IN ACCORDANCE WITH THE AGREEMENT,
      AS MODIFIED BY THIS AAR AGREEMENT, BUT IN NO EVENT IN A MANNER THAT WOULD (I)
      CAUSE ANY REMIC TO FAIL TO QUALIFY AS A REMIC OR (II) RESULT IN THE IMPOSITION
      OF A TAX UPON ANY REMIC (INCLUDING BUT NOT LIMITED TO THE TAX ON PROHIBITED
      TRANSACTIONS AS DEFINED IN SECTION 860F(A)(2) OF THE CODE AND THE TAX ON
      CONTRIBUTIONS TO A REMIC SET FORTH IN SECTION 860G(D) OF THE CODE). IT IS THE
      INTENTION OF ASSIGNOR, COMPANY AND ASSIGNEE THAT THIS AAR AGREEMENT SHALL BE
      BINDING UPON AND FOR THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF
      THE
      PARTIES HERETO. NEITHER COMPANY NOR ASSIGNOR SHALL AMEND OR AGREE TO AMEND,
      MODIFY, WAIVE, OR OTHERWISE ALTER ANY OF THE TERMS OR PROVISIONS OF THE
      AGREEMENT WHICH AMENDMENT, MODIFICATION, WAIVER OR OTHER ALTERATION WOULD IN
      ANY
      WAY AFFECT THE ASSIGNED LOANS WITHOUT THE PRIOR WRITTEN CONSENT OF THE TRUSTEE
      AND THE MASTER SERVICER. PURSUANT TO THE POOLING AND SERVICING AGREEMENT, THE
      ASSIGNEE WILL ASSIGN ALL OF ITS RIGHTS UNDER THIS AAR AGREEMENT TO THE TRUSTEE
      FOR THE BENEFIT OF THE CERTIFICATEHOLDERS.

     

    
      
        
        

      

      
        Exh.
          14-4

        
          

        

      

      
        
        

      

    

    


    In
      addition, Company hereby acknowledges that from and after the Closing Date,
      the
      Assigned Loans will be subject to the terms and conditions of the Pooling and
      Servicing Agreement pursuant to which the Master Servicer is required to monitor
      the performance by Company of its servicing obligations under the Agreement,
      as
      modified by this AAR Agreement, and has the right to enforce the obligations
      of
      Company under the Agreement, as modified by this AAR Agreement, with respect
      to
      the servicing of the Assigned Loans. Such right will include, without
      limitation, the right to terminate Company under the Agreement as provided
      therein, the right to receive all remittances required to be made by Company
      under the Agreement, the right to receive all monthly reports and other data
      required to be delivered by Company under the Agreement, the right to examine
      the books and records of Company, indemnification rights, and the right to
      exercise certain rights of consent and approval relating to actions taken by
      Company. In connection therewith, Company hereby agrees to make all remittances
      required under the Agreement with respect to the Assigned Loans to the Master
      Servicer in accordance with the following wire transfer
      instructions:

     

    [MASTER
      SERVICER]

     

    ABA
      #:
      [____________]

     

    Account
      Name: [___________]

     

    Account
      #: [________________]

     

    For
      Further Credit to: [_________________]

     

    Modification
      of the Agreement

     

    ARTICLE
      VII. COMPANY AND ASSIGNOR HEREBY AMEND THE AGREEMENT WITH RESPECT TO THE
      ASSIGNED LOANS AS FOLLOWS:

    


    Section
      7.01 The following definitions are added to Section 1.01 of the
      Agreement:

    


    Annual
      Independent Public Accountant’s Servicing Report:
      shall
      have the meaning assigned thereto in Section 4.05 of this
      Agreement.

     

    
      
        
        

      

      
        Exh.
          14-5

        
          

        

      

      
        
        

      

    

     

    Annual
      Statement of Compliance:
      shall
      have the meaning assigned thereto in Section 4.04 of this
      Agreement.

     

    Depositor:
      [DEPOSITOR].

     

    Final
      Recovery Determination:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property repurchased by the Servicer pursuant to this
      Agreement), a determination made by the Servicer that all Insurance Proceeds,
      Liquidation Proceeds and other payments or recoveries which the Servicer, in
      its
      reasonable good faith judgment, expects to be finally recoverable in respect
      thereof have been so recovered. The Servicer shall maintain records, prepared
      by
      a servicing officer of the Servicer, of each Final Recovery
      Determination.

     

    Master
      Servicer:
      [MASTER
      SERVICER], or any successor thereto.

     

    Monthly
      Advance:
      The
      aggregate of the advances made by the Servicer on any Remittance Date pursuant
      to Section 3.04 of the Agreement.

     

    Mortgage
      Loan Remittance Rate:
      With
      respect to each Mortgage Loan, an amount which is equal to the related Mortgage
      Interest Rate minus the Servicing Fee Rate.

     

    Nonrecoverable
      Monthly Advance:
      Any
      Monthly Advance previously made or proposed to be made in respect of a Mortgage
      Loan or REO Property that, in the good faith business judgment of the Servicer,
      will not, or, in the case of a proposed Monthly Advance, would not be,
      ultimately recoverable from related late payments, Insurance Proceeds or
      Liquidation Proceeds on such Mortgage Loan or REO Property as provided
      herein.

     

    Report
      Remittance Date:
      Shall
      have the meaning assigned thereto in Section 3.02 of this
      Agreement.

     

    Securities
      Administrator:
      [SECURITIES ADMINISTRATOR], or any successor thereto.”

     

    Servicing
      Fee Rate:
      ___%
      per annum.

     

    Trustee:
      [TRUSTEE], or any successor thereto.

     

    Section
      7.02 The
      definition of “Determination Date” in Section 1.01 of the Agreement is hereby
      deleted in its entirety and replaced with the following:

    


    Determination
      Date:
      With
      respect to each Remittance Date, the fifteenth (15th) day of the calendar month
      in which such Remittance Date occurs or, if such fifteenth (15th) day is not
      a
      Business Day, the Business Day immediately following such fifteenth (15th)
      day.

     

    Section
      7.03 The
      definition of “Due Period” in Section 1.01 of the Agreement is hereby deleted in
      its entirety and replaced with the following:

    


    Due
      Period:
      With
      respect to each Remittance Date, the period commencing on the second day of
      the
      month preceding the month of the Remittance Date and ending on the first day
      of
      the month of the Remittance Date

     

    
      
        
        

      

      
        Exh.
          14-6

        
          

        

      

      
        
        

      

    

     

    Section
      7.04 The
      definition of “Principal Prepayment Period” in Section 1.01 of the Agreement is
      hereby deleted in its entirety and replaced with the following:

    


    Principal
      Prepayment Period:
      With
      respect to each Remittance Date, the period beginning with the 16th
      day of
      the calendar month preceding the month in which such Remittance Date occurs
      and
      ending on the 15th
      day of
      the calendar month in which such Remittance Date occurs.

     

    Section
      7.05 The
      definition of “Remittance Date” in Section 1.01 of the Agreement is hereby
      deleted in its entirety and replaced with the following:

    


    Remittance
      Date:
      The
      eighteenth (18th) day of each month, commencing, for any Mortgage Loan Package
      on the eighteenth day of the month next following the month in which the related
      Cut-off Date occurs, or if such eighteenth (18th) day is not a Business Day,
      the
      first Business Day immediately preceding such eighteenth (18th)
      day.

     

    Section
      7.06 The
      definition of “Servicing Fee” is hereby in Section 1.01 of the Agreement is
      deleted in its entirety and replaced by the following:

    


    “With
      respect to each Mortgage Loan, the amount of the annual servicing fee the
      Purchaser shall pay to the Servicer, which shall, for each month, be equal
      to
      one-twelfth of the product of (a) the Servicing Fee Rate and (b) the Stated
      Principal Balance of the Mortgage Loan. Such fee shall be payable monthly,
      computed on the basis of the same principal amount and period respectively
      which
      any related interest payment on a Mortgage Loan is computed.” 

     

    Section
      7.07  Section
      2.04 of the Agreement is modified by adding deleting the word “and” after clause
      (vii) and adding the following clauses:

    


    “(ix) with
      respect to each Principal Prepayment in full received during the portion of
      the
      Principal Prepayment Period occurring from the 16th
      day of
      the calendar month preceding the month in which the related Remittance Date
      occurs through and including the last day of the calendar month preceding the
      month in which the related Remittance Date occurs, an amount (to be paid by
      the
      Servicer out of its own funds without reimbursement therefor) which, when added
      to all amounts allocable to interest received in connection with such Principal
      Prepayment in full, equals one month’s interest on the amount of principal so
      prepaid at the Mortgage Loan Remittance Rate, provided, however, that in no
      event shall the aggregate of deposits made by the Servicer exceed the aggregate
      amount of the Servicer’s Servicing Fee in the calendar month in which such
      deposits are required; and

     

    (x) all
      Monthly Advances required to be made by the Servicer pursuant to Section
      3.04.

     

    
      
        
        

      

      
        Exh.
          14-7

        
          

        

      

      
        
        

      

    

     

    Section
      7.08 Section
      2.05 of the Agreement is modified by deleting the word “and” after clause
      (viii), changing clause (ix) to clause (xi) and adding the following as clauses
      (ix) and (x): 

    


    (ix) to
      reimburse itself for Monthly Advances, the Servicer’s right to reimburse itself
      pursuant to this clause (ix) being limited to amounts received on the related
      Mortgage Loan which represent late collections (net of the related Servicing
      Fees) respecting which any such advance was made it being understood that,
      in
      the case of such reimbursement, the Servicer’s right thereto shall be prior to
      the rights of Purchaser;

     

    (x) to
      reimburse the Servicer for any Monthly Advance previously made which the
      Servicer has determined to be a Nonrecoverable Monthly Advance; and

     

    Section
      7.09 Section
      2.05 of the Agreement is modified by replacing the paragraph at the end of
      such
      Section to the following:

    


    “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
      Custodial Account pursuant to such clauses (ii) - (x) above. The Servicer shall
      provide written notification in the form of an Officers’ Certificate to the
      Purchaser, on or prior to the next succeeding Remittance Date, upon making
      any
      withdrawals from the Custodial Account pursuant to clause (v) and (x)
      above.”

    


    Section
      7.10 The
      following shall be added as Section 2.22 of the Agreement:

    


    “Notwithstanding
      anything in this Agreement to the contrary, the Servicer (a) shall not permit
      any modification with respect to any Mortgage Loan that would change the
      Mortgage Interest Rate and (b) shall not (unless the Mortgagor is in default
      with respect to the Mortgage Loan or such default is, in the judgment of the
      Servicer, reasonably foreseeable) make or permit any modification, waiver or
      amendment of any term of any Mortgage Loan that would both (i) effect an
      exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
      (or
      Treasury regulations promulgated thereunder) or (ii) cause the trust fund to
      fail to qualify as a REMIC under the Code or the imposition of any tax on
“prohibited transactions” or “contributions” after the startup date under the
      REMIC Provisions.

     

    Prior
      to
      taking any action with respect to the Mortgage Loans which is not contemplated
      under the terms of this Agreement, the Servicer will obtain an Opinion of
      Counsel acceptable to the Trustee with respect to whether such action could
      result in the imposition of a tax upon the REMIC (including but not limited
      to
      the tax on prohibited transactions as defined in Section 860F(a)(2) of the
      Code
      and the tax on contributions to a REMIC set forth in Section 860G(d) of the
      Code) (either such event, an “Adverse REMIC Event”), and the Servicer shall not
      take any such action or cause the trust fund to take any such action as to
      which
      it has been advised that an Adverse REMIC Event could occur.

     

    The
      Servicer shall not permit the creation of any “interests” (within the meaning of
      Section 860G of the Code) in the REMIC. The Servicer shall not enter into any
      arrangement by which the REMIC will receive a fee or other compensation for
      services nor permit the REMIC to receive any income from assets other than
      “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code.”

     

    
      
        
        

      

      
        Exh.
          14-8

        
          

        

      

      
        
        

      

    

     

    Any
      REO
      Property shall be disposed of by the Servicer before the close of the third
      taxable year following the taxable year in which the Mortgage Loan became an
      REO
      Property, unless the Servicer is otherwise directed by the Assignee or such
      Mortgage Loan is not part of a REMIC.

     

    Section
      7.11 The
      first
      paragraph of Section 3.01 of the Agreement is hereby deleted in its entirety
      and
      replaced with the following:

    


    “On
      each
      Remittance Date, the Servicer shall remit by wire transfer of immediately
      available funds to the Owner (A) (i) all amounts credited to the related
      Custodial Account as of the close of business on the preceding Determination
      Date, net of charges against or withdrawals from the related Custodial Account
      pursuant to Section 2.05, plus (ii) all Monthly Advances, if any, which the
      Servicer is obligated to remit pursuant to Section 3.04; minus (B) (x) any
      amounts attributable to Principal Prepayments received after the related
      Principal Prepayment Period and (y) any amounts attributable to Monthly Payments
      collected but due on a Due Date or Dates subsequent to the preceding
      Determination Date.”

     

    Section
      7.12 Section 3.02
      of the Agreement is modified by replacing the first sentence of the first
      paragraph with the following:

    


    “Not
      later than the fifth Business Day of each month (such date, the “Report
      Remittance Date”) the Servicer shall furnish to the Master Servicer a Monthly
      Remittance Advice, with a trial balance report attached thereto, in the form
      of
      Exhibit 1 annexed hereto in electronic medium mutually acceptable to the
      Servicer and the Master Servicer, as to the preceding remittance and the period
      ending on the preceding Determination Date.”

    


    Section
      7.13 The
      following paragraph is added to the end of Section 3.02 of the
      Agreement:

    


    “On
      each
      Report Remittance Date, the Servicer shall deliver to the Master Servicer by
      electronic mail (or by such other means as the Servicer and the Master Servicer
      may agree from time to time) a prepayment report with respect to the related
      Remittance Date. Such prepayment report shall include (i) such information
      with
      respect to the prepayment charges as the Master Servicer may reasonably require
      and (ii) information that the term of the last prepayment charge has expired
      or
      such prepayment charge has been waived.”

     

    Section
      7.14 Section
      3.03 of the Agreement is modified by deleting the last sentence of such
      Section.

     

    
      
        
        

      

      
        Exh.
          14-9

        
          

        

      

      
        
        

      

    

    


    Section
      7.15 The
      following is hereby added as Section 3.04 of the Agreement: 

    


    Section
      3.04. Monthly
      Advances. 

     

    (a) Not
      later
      than the close of business on the Business Day preceding each Remittance Date,
      the Servicer shall deposit in the Custodial Account an amount equal to all
      payments not previously advanced by the Servicer, whether or not deferred
      pursuant to Section 2.01, of principal (due after the Cut-off Date) and interest
      not allocable to the period prior to the Cut-off Date, at the net Mortgage
      Interest Rate, which were due on a Mortgage Loan and delinquent at the close
      of
      business on the related Determination Date.

     

    (b) The
      obligation of the Servicer to make such Monthly Advances is mandatory,
      notwithstanding any other provision of this Agreement, and, with respect to
      any
      Mortgage Loan or REO Property, shall continue until a Final Recovery
      Determination in connection therewith; provided that, notwithstanding anything
      herein to the contrary, no Monthly Advance shall be required to be made
      hereunder by the Servicer if such Monthly Advance would, if made, constitute
      a
      Nonrecoverable Monthly Advance. The determination by the Servicer that it has
      made a Nonrecoverable Monthly Advance or that any proposed Monthly Advance,
      if
      made, would constitute a Nonrecoverable Monthly Advance, shall be evidenced
      by
      an Officers’ Certificate delivered to the Purchaser.

     

    Section
      7.16 Section
      4.03 of the Agreement is hereby amended by deleting the last sentence of the
      first paragraph.

    


    Section
      7.17 Section
      4.04 of the Agreement is hereby inapplicable in its entirety.

     

    Section
      7.18 Section
      4.05 of the Agreement is hereby inapplicable in its entirety.

    


    Section
      7.20 The
      following shall be added as Section 13.19 of the Agreement:

    


    Section
      13.19 Third
      Party Beneficiary.
      For
      purposes of this Agreement, any Master Servicer shall be considered a third
      party beneficiary to this Agreement entitled to all the rights and benefits
      accruing to any Master Servicer herein as if it were a direct party to this
      Agreement.

     

    Section
      7.21 Exhibit
      1
      of the Agreement is hereby deleted in its entirety and replaced with Attachment
      3 annexed hereto.

    


    Miscellaneous

     

    ARTICLE
      VIII. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE COMPANY’S OBLIGATION
      TO DELIVER ANY REPORTS, CERTIFICATES OR OTHER DOCUMENTS TO THE MASTER SERVICER,
      INCLUDING, BUT NOT LIMITED TO, THE REPORTS AND CERTIFICATES SET FORTH IN SECTION
      7 OF THIS AAR AGREEMENT, SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS
      AAR
      AGREEMENT.

     

    
      
        
        

      

      
        Exh.
          14-10

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      IX. ALL DEMANDS, NOTICES AND COMMUNICATIONS RELATED TO THE ASSIGNED LOANS,
      THE
      AGREEMENT AND THIS AAR AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO
      HAVE
      BEEN DULY GIVEN IF PERSONALLY DELIVERED AT OR MAILED BY REGISTERED MAIL, POSTAGE
      PREPAID, AS FOLLOWS:

    


    A.
      IN THE CASE OF COMPANY,

    GMAC
      Mortgage, LLC

    100
      Witmer Road

    Horsham,
      Pennsylvania 19044

    Attention:
      [______________]

    


    B.
      IN THE CASE OF ASSIGNOR,

    DB
      Structured Products, Inc.

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention:
      [______________]

    


    C.
      IN THE CASE OF ASSIGNEE,

    [DEPOSITOR]

    [ADDRESS]

    Attention:
      [______________]

    


    ARTICLE
      X. EACH PARTY WILL PAY ANY COMMISSIONS, FEES AND EXPENSES, INCLUDING ATTORNEY’S
      FEES, IT HAS INCURRED AND THE ASSIGNOR SHALL PAY THE FEES OF ITS ATTORNEYS
      AND
      THE REASONABLE FEES OF THE ATTORNEYS OF THE ASSIGNEE IN CONNECTION WITH THE
      NEGOTIATIONS FOR, DOCUMENTING OF AND CLOSING OF THE TRANSACTIONS CONTEMPLATED
      BY
      THIS AAR AGREEMENT.

    


    ARTICLE
      XI. THIS AAR AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

    


    ARTICLE
      XII. NO TERM OR PROVISION OF THIS AAR AGREEMENT MAY BE WAIVED OR MODIFIED UNLESS
      SUCH WAIVER OR MODIFICATION IS IN WRITING AND SIGNED BY THE PARTY AGAINST WHOM
      SUCH WAIVER OR MODIFICATION IS SOUGHT TO BE ENFORCED.

    


    ARTICLE
      XIII. THIS AAR AGREEMENT SHALL INURE TO THE BENEFIT OF THE SUCCESSORS AND
      ASSIGNS OF THE PARTIES HERETO. ANY ENTITY INTO WHICH ASSIGNOR, ASSIGNEE OR
      COMPANY MAY BE MERGED OR CONSOLIDATED SHALL, WITHOUT THE REQUIREMENT FOR ANY
      FURTHER WRITING, BE DEEMED ASSIGNOR, ASSIGNEE OR COMPANY, RESPECTIVELY,
      HEREUNDER.

     

    
      
        
        

      

      
        Exh.
          14-11

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      XIV. THIS AAR AGREEMENT SHALL SURVIVE THE CONVEYANCE OF THE ASSIGNED LOANS,
      THE
      ASSIGNMENT OF THE AGREEMENT TO THE EXTENT OF THE ASSIGNED LOANS BY ASSIGNOR
      TO
      ASSIGNEE AND THE TERMINATION OF THE AGREEMENT.

    


    ARTICLE
      XV. THIS AAR AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN ANY NUMBER OF
      COUNTERPARTS. EACH COUNTERPART SHALL BE DEEMED TO BE AN ORIGINAL AND ALL SUCH
      COUNTERPARTS SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.

    


    ARTICLE
      XVI. IN THE EVENT THAT ANY PROVISION OF THIS AAR AGREEMENT CONFLICTS WITH ANY
      PROVISION OF THE AGREEMENT WITH RESPECT TO THE ASSIGNED LOANS, THE TERMS OF
      THIS
      AAR AGREEMENT SHALL CONTROL.

    


    ARTICLE
      XVII. FOR PURPOSES OF THIS AAR AGREEMENT, INCLUDING, BUT NOT LIMITED TO SECTION
      7 HEREOF, THE MASTER SERVICER SHALL BE CONSIDERED A THIRD PARTY BENEFICIARY
      TO
      THIS AAR AGREEMENT ENTITLED TO ALL THE RIGHTS AND BENEFITS ACCRUING TO THE
      MASTER SERVICER AS IF IT WERE A DIRECT PARTY TO THIS AAR
      AGREEMENT.

    


    ARTICLE
      XVIII. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO
      HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
      OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AAR
      AGREEMENT.

     

    
      
        
        

      

      
        Exh.
          14-12

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
      the
      day and year first above written.

     

    
      	
              DB
                STRUCTURED PRODUCTS, INC.

              Assignor

            	 	 	 
	  	 	 	 
	By: 	
            	 	 	
            
	 	
              

              Name:

            	 	 	
            
	 	
              Title:

            	 	 	
            
	 	
               

               

            	 	 	 
	By: 	 	 	 	 
	 	
              

              Name:

              Title:

            	 	 	 
	 	
               

               

            	 	 	 
	
              [DEPOSITOR]

              Assignee

            	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	 	
              

              Name:

            	 	 	 
	 	
              Title:

            	 	 	 
	 	
               

               

            	 	 	 
	By: 	 	 	 	 
	 	
              
Name:	 	 	 
	 	
              Title:

            	 	 	 
	 	
               

               

            	 	 	 
	
              [SERVICER]

              Company

            	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
              

              Name:

            	 	 	 
	 	
              Title:

            	 	 	 
	 	
               

               

            	 	 	 
	
              ACKNOWLEDGED
                AND AGREED TO:

               

              [MASTER
                SERVICER]

              Master
                Servicer

            	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	
              

              Name:

              Title:

            	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      I

    ASSIGNED
      LOAN SCHEDULE

     

    
      
        
        

      

      
        Exh.
          14-14

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      2

    SERVICING
      AGREEMENT

    


    
      
        
        

      

      
        Exh.
          14-15

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      3

    EXHIBIT
      1

    STANDARD
      FILE LAYOUT- SCHEDULED/SCHEDULED

     

    
      	
              MS
                Field Name

            	 	
              MS
                Field Description

            	 	
              Data
                Type

            	 	
              Bus
                Obj Object Name

            
	
              Servicer_ID

            	 	
              Servicer
                idenitifier

            	 	
              nvarchar(4)

            	 	
               

            
	 	 	 	 	 	 	 
	
              As_Of_Date

            	 	
              Effective
                date of the file

            	 	
              datetime

            	 	
              Date
                Data as-of

            
	 	 	 	 	 	 	 
	
              Loan_Number_Investor

            	 	
              Loan
                identifier of Investor

            	 	
              nvarchar(30)

            	 	
              Investor
                Acct No - Prim

            
	 	 	 	 	 	 	 
	
              Loan_Number_Prior_Servicer

            	 	
              Loan
                identifier of the prior servicer

            	 	
              nvarchar(30)

            	 	
              Account
                Number Previous

            
	 	 	 	 	 	 	 
	
              Loan_Number_Seller

            	 	
              Loan
                identifier of the seller

            	 	
              nvarchar(30)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Loan_Number_Servicer

            	 	
              Loan
                identifier of the current servicer

            	 	
              nvarchar(30)

            	 	
              Account
                Number

            
	 	 	 	 	 	 	 
	
              Accrued_Interest

            	 	
              Amount
                of delinquent interest

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              ARM_Flag

            	 	
              Indicates
                if the loan is an adjustable rate mortgage (-1 = Yes / 0 =
                No)

            	 	
              integer

            	 	
              Arm
                Flag

            
	 	 	 	 	 	 	 
	
              ARM_Index

            	 	
              Index
                used to determine the adjustment to the interest rate

            	 	
              nvarchar(50)

            	 	
              Index
                Number

            
	 	 	 	 	 	 	 
	
              ARM_Initial_Interest_Rate_Change_Date

            	 	
              Date
                of the first interest rate adjustment

            	 	
              datetime

            	 	
              Date
                Rate Change First

            
	 	 	 	 	 	 	 
	
              ARM_Initial_Interest_Rate_Change_Increment

            	 	
              Number
                of months until the first interest rate change date

            	 	
              integer

            	 	
              Rate
                Change First

            
	 	 	 	 	 	 	 
	
              ARM_Initial_Max_Interest_Rate_Decrease

            	 	
              Maximum
                initial interest rate decrease from the original interest
                rate

            	 	
              integer

            	 	
              Interest
                Rate Chg Pd Max Dec

            
	 	 	 	 	 	 	 
	
              ARM_Initial_Max_Interest_Rate_Increase

            	 	
              Maximum
                initial interest rate increase from the original interest
                rate

            	 	
              integer

            	 	
              Interest
                Rate Chg Pd Max Inc

            
	 	 	 	 	 	 	 
	
              ARM_Initial_Payment_Change_Date

            	 	
              Date
                of the first payment adjustment

            	 	
              datetime

            	 	
              Date
                Payment Change First

            
	 	 	 	 	 	 	 
	
              ARM_Initial_Payment_Change_Increment

            	 	
              Number
                of months from the first payment until the first payment change
                date

            	 	
              integer

            	 	
              Payment
                change Freq First

            
	 	 	 	 	 	 	 
	
              ARM_Life_Max_Interest_Rate

            	 	
              Lifetime
                maximum interest rate or orig rate plus life cap

            	 	
              float

            	 	
              Arm
                Interest Rate Ceiling

            
	 	 	 	 	 	 	 
	
              ARM_Life_Max_Interest_Rate_Decrease

            	 	
              Lifetime
                maximum interest rate decrease from the original interest
                rate

            	 	
              float

            	 	
              Rate
                Change Lf Dec

            
	 	 	 	 	 	 	 
	
              ARM_Life_Max_Interest_Rate_Increase

            	 	
              Lifetime
                maximum interest rate increase from the original interest rate. (maximum
                interest rate - original interest rate)

            	 	
              float

            	 	
              Rate
                Change Lf Inc

            


    

     

    
      
        
        

      

      
        Exh.
          14-16

        
          

        

      

      
        
        

      

       

      
        
          	
                  MS
                    Field Name

                	 	
                  MS
                    Field Description

                	 	
                  Data
                    Type

                	 	
                  Bus
                    Obj Object
                    Name

                


        

      

    

    
      	
              ARM_Life_Min_Interest_Rate

            	 	
              Lifetime
                minimum interest rate. In most cases the min rate or
                margin

            	 	
              float

            	 	
              Arm
                Interest Rate Floor

            
	 	 	 	 	 	 	 
	
              ARM_Lookback_Days

            	 	
              Number
                of days before the next interest change date on which the index value
                is
                determined

            	 	
              nvarchar(30)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              ARM_Margin

            	 	
              Margin
                (increase) over the index percentage

            	 	
              float

            	 	
              Interest
                Rate Var

            
	 	 	 	 	 	 	 
	
              ARM_Negative_Amortization_First_Recast_Date

            	 	
              Date
                of the first adjustment to minimum monthly payment to fully amortize
                the
                loan over the remaining term

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              ARM_Negative_Amortization_Flag

            	 	
              Indicates
                if the loan is negative amortizing (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              Negative
                Amort Code

            
	 	 	 	 	 	 	 
	
              ARM_Negative_Amortization_Limit

            	 	
              Maximum
                percentage increase to the original principal balance allowable through
                negative amortization

            	 	
              float

            	 	
              Negative
                Amort Parameter Max

            
	 	 	 	 	 	 	 
	
              ARM_Negative_Amortization_Next_Recast_Date

            	 	
              Date
                of the next adjustment to minimum monthly payment to fully amortize
                the
                loan over the remaining term

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              ARM_Negative_Amortization_Payment_Cap

            	 	
              Percentage
                that the minimum monthly payment can change at each
                adjustment

            	 	
              float

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              ARM_Negative_Amortization_Recast_Frequency

            	 	
              Number
                of months between adjustments to minimum monthly payment to fully
                amortize
                the loan over the remaining term

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              ARM_Next_Interest_Rate_Change_Date

            	 	
              Date
                of the next interest rate adjustment

            	 	
              datetime

            	 	
              Date
                P&I Change Effective

            
	 	 	 	 	 	 	 
	
              ARM_Next_Payment_Change_Date

            	 	
              Date
                of the next payment adjustment

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              ARM_Periodic_Interest_Rate_Change_Frequency

            	 	
              Number
                of months between interest rate adjustments (after the first
                adjustment)

            	 	
              integer

            	 	
              Rate
                Change Freq Next

            
	 	 	 	 	 	 	 
	
              ARM_Periodic_Max_Interest_Rate_Decrease

            	 	
              Maximum
                interest rate decrease from one adjustment to the next

            	 	
              float

            	 	
              Rate
                Change Pd Max Dec Sqt

            
	 	 	 	 	 	 	 
	
              ARM_Periodic_Max_Interest_Rate_Increase

            	 	
              Maximum
                subsequent interest rate increase from one adjustment to the
                next

            	 	
              float

            	 	
              Rate
                Change Pd Max Inc Sqt

            
	 	 	 	 	 	 	 
	
              ARM_Periodic_Max_Payment_Increase

            	 	
              Maximum
                subsequent payment increase from one adjustment to the
                next

            	 	
              float

            	 	
              Payment
                Incr Max Pct

            


    

    
       

      
        
          
          

        

        
          Exh.
            14-17

          
            

          

        

        
          
          

        

      

       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              ARM_Periodic_Payment_Change_Frequency

            	 	
              Number
                of months between payment adjustments (after the first
                adjustment)

            	 	
              integer

            	 	
              Payment
                Calc Freq Code

            
	 	 	 	 	 	 	 
	
              ARM_Rounding_Code

            	 	
              Direction
                of rounding used

            	 	
              nvarchar(10)

            	 	
              Rate
                Round Change Code

            
	 	 	 	 	 	 	 
	
              ARM_Rounding_Factor

            	 	
              Factor
                of rounding used

            	 	
              float

            	 	
              Rate
                Round Index Factor

            
	 	 	 	 	 	 	 
	
              Balloon_Current_Flag

            	 	
              Indicates
                if the loan is a balloon mortgage (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              Balloon
                Flag

            
	 	 	 	 	 	 	 
	
              BK_Affirmation_Date

            	 	
              Date
                of bankruptcy affirmation date

            	 	
              datetime

            	 	
              Date
                Bkr Reaffirmation Agree

            
	 	 	 	 	 	 	 
	
              BK_Autostay_Lift_Flag

            	 	
              Indicates
                if the automatic stay on a bankruptcy loan has been lifted (-1 =
                Yes / 0 =
                No)

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              BK_Case_Number

            	 	
              Bankruptcy
                case number

            	 	
              nvarchar(20)

            	 	
              Bkr
                Legal Case Number

            
	 	 	 	 	 	 	 
	
              BK_Chapter

            	 	
              Bankruptcy
                chapter

            	 	
              integer

            	 	
              Bankruptcy
                Code

            
	 	 	 	 	 	 	 
	
              BK_Confirmation_Hearing_Date

            	 	
              Date
                of the bankruptcy confirmation hearing

            	 	
              datetime

            	 	
              Date
                Bkr Plan Confirmed

            
	 	 	 	 	 	 	 
	
              BK_Consent_Order_Granted_Date

            	 	
              Date
                bankruptcy consent order granted

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              BK_Cram_Down_Flag

            	 	
              Indicates
                if a cramdown has occurred on a bankruptcy loan (-1 = Yes / 0 =
                No)

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              BK_Discharge_Date

            	 	
              Date
                bankruptcy is discharged

            	 	
              datetime

            	 	
              Date
                Bkr Discharged

            
	 	 	 	 	 	 	 
	
              BK_Dismissal_Date

            	 	
              Date
                bankruptcy is dismissed

            	 	
              datetime

            	 	
              Date
                Bkr Dismissed

            
	 	 	 	 	 	 	 
	
              BK_End_Date

            	 	
              Date
                bankruptcy ends

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              BK_Filing_Date

            	 	
              Date
                bankruptcy is filed

            	 	
              datetime

            	 	
              Date
                Bkr Filed -- Most Recent

            
	 	 	 	 	 	 	 
	
              BK_Flag

            	 	
              Indicates
                if a loan is currently in bankruptcy (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              BKR
                flag

            
	 	 	 	 	 	 	 
	
              BK_Motion_For_Relief_Filed_Date

            	 	
              Date
                motion for relief of stay is filed

            	 	
              datetime

            	 	
              Date
                Bkr Motion for Relief

            
	 	 	 	 	 	 	 
	
              BK_Motion_For_Relief_Granted_Date

            	 	
              Date
                motion for relief of stay is granted

            	 	
              datetime

            	 	
              Date
                Bkr Relief Granted

            
	 	 	 	 	 	 	 
	
              BK_Motion_For_Relief_Hearing_Date

            	 	
              Date
                of the hearing for the motion for relief of stay

            	 	
              datetime

            	 	
              Date
                Motion Hearing

            


    

     

    
      
        
        

      

      
        Exh.
          14-18

        
          

        

      

      
        
        

      

    

    
       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              BK_Motion_For_Relief_Referred_Date

            	 	
              Date
                motion for relief of stay is referred

            	 	
              datetime

            	 	
              Date
                Bkr Refer Atty

            
	 	 	 	 	 	 	 
	
              BK_Motion_For_Relief_Release_Date

            	 	
              Date
                motion for relief of stay is released

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              BK_Number_Of_Filings

            	 	
              Number
                of Bankruptcy Filings

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              BK_Paid_By

            	 	
              Indicates
                whether the borrower of trustee paid for the bankruptcy

            	 	
              nvarchar(30)

            	 	
              Src
                Of Funds Pmt Postpt Code

            
	 	 	 	 	 	 	 
	
              BK_Payment_Required_Under_Plan_Flag

            	 	
              Indicates
                if a bankruptcy plan requires payment (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              BK_Plan_Confirmed_Date

            	 	
              Date
                bankruptcy plan is confirmed

            	 	
              datetime

            	 	
              Date
                Bkr Plan Confirmed

            
	 	 	 	 	 	 	 
	
              BK_Plan_Confirmed_Flag

            	 	
              Indicates
                if a bankruptcy plan has been confirmed (-1 = Yes / 0 =
                No)

            	 	
              integer

            	 	 
	 	 	 	 	 	 	 
	
              BK_Post_Petition_Payment_Amount

            	 	
              Amount
                of the post petition payment amount

            	 	
              money

            	 	
              Payment
                Postpt Amt

            
	 	 	 	 	 	 	 
	
              BK_Post_Petition_Payment_First_Due_Date

            	 	
              First
                due date following the petition of bankruptcy

            	 	
              datetime

            	 	
              Date
                Rpy PostPt Pmt Due Frst

            
	 	 	 	 	 	 	 
	
              BK_Post_Petition_Payment_Next_Due_Date

            	 	
              Next
                post-petition due date

            	 	
              datetime

            	 	
              Date
                Rpy PostPt Pmt Due Next

            
	 	 	 	 	 	 	 
	
              BK_Pre_Petition_Payment_Due_Date

            	 	
              Due
                date prior to the bankruptcy petition filing date

            	 	
              datetime

            	 	
              Date
                Rpy Prept Pmt Due Next

            
	 	 	 	 	 	 	 
	
              BK_Proof_Of_Claim_Filed_Date

            	 	
              Date
                proof of claim filed

            	 	
              datetime

            	 	
              Date
                POC Claim Filed

            
	 	 	 	 	 	 	 
	
              BK_Sub_Status

            	 	
              Detailed
                status of the bankruptcy

            	 	
              nvarchar(30)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              BK_Sub_Status_Date

            	 	
              Date
                of the detailed status of the bankruptcy

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Boarded_At_Servicer_Date

            	 	
              Date
                loan boarded at the current servicer

            	 	
              datetime

            	 	
              Date
                Servicing Started

            
	 	 	 	 	 	 	 
	
              Borrower_Co_First_Name

            	 	
              First
                Name of the co-borrower

            	 	
              nvarchar(25)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Borrower_Co_Last_Name

            	 	
              Last
                Name of the co-borrower

            	 	
              nvarchar(50)

            	 	
              Name
                Secondary Borrower

            
	 	 	 	 	 	 	 
	
              Borrower_Current_Credit_Score

            	 	
              Latest
                credit score

            	 	
              integer

            	 	
              FICO
                Score Current

            
	 	 	 	 	 	 	 
	
              Borrower_Current_Credit_Score_Date

            	 	
              Date
                of the latest credit score

            	 	
              datetime

            	 	
              FICO
                Score Current -- Date Last

            
	 	 	 	 	 	 	 
	
              Borrower_Debt_To_Income_Back

            	 	
              Total
                monthly debt payments (including car payments, credit cards, student
                loans, etc.) dicvided by total gross income

            	 	
              float

            	 	
              NA

            


    

     

    
      
        
        

      

      
        Exh.
          14-19

        
          

        

      

      
        
        

      

    

    
       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              Borrower_First_Name

            	 	
              First
                name of the borrower

            	 	
              nvarchar(25)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Borrower_Last_Name

            	 	
              Last
                name of the borrower

            	 	
              nvarchar(50)

            	 	
              Name
                Primary Borrower

            
	 	 	 	 	 	 	 
	
              Borrower_Original_Credit_Score

            	 	
              Original
                credit score of the borrower

            	 	
              integer

            	 	
              FICO
                Score Original

            
	 	 	 	 	 	 	 
	
              Borrower_Original_Credit_Score_Date

            	 	
              Date
                of the original credit score of the borrower

            	 	
              datetime

            	 	
              FICO
                Score Original -- Date Last

            
	 	 	 	 	 	 	 
	
              Borrower_Self_Employment_Flag

            	 	
              Indicates
                if the borrower is self-employed (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Borrower_Social_Security_Number

            	 	
              Social
                Security Number of the borrower

            	 	
              nvarchar(11)

            	 	
              Tax
                Id Primary Borrower

            
	 	 	 	 	 	 	 
	
              CashFlow_From_Borrower_Current_Month

            	 	
              Amount
                received from the borrower in the most recent month

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Current_Corporate_Advance_Balance

            	 	
              Current
                corporate advance balance

            	 	
              money

            	 	
              Expense
                Advance Fee Amt

            
	 	 	 	 	 	 	 
	
              Delinquency_Days_Delinquent_MBA

            	 	
              Number
                of days delinquent using the MBA delinquency method

            	 	
              integer

            	 	
              Days
                Delq

            
	
              Delinquency_Days_Delinquent_OTS

            	 	
              Number
                of days delinquent using the OTS delinquency method

            	 	
              integer

            	 	
              OTS
                Chng Delq Days

            
	 	 	 	 	 	 	 
	
              Delinquency_Times_30_12_Months

            	 	
              Number
                of times loan between 30 and 59 days delinquent (OTS) in the last
                12
                months

            	 	
              integer

            	 	
              Delq
                Cnt 30 Day Ytd

            
	 	 	 	 	 	 	 
	
              Delinquency_Times_60_12_Months

            	 	
              Number
                of times loan between 60 and 89 days delinquent (OTS) in the last
                12
                months

            	 	
              integer

            	 	
              Delq
                Cnt 60 Day Ytd

            
	 	 	 	 	 	 	 
	
              Delinquency_Times_90_12_Months

            	 	
              Number
                of times loan between 60+ days delinquent (OTS) in the last 12
                months

            	 	
              integer

            	 	
              Delq
                Cnt 90 Day Ytd

            
	 	 	 	 	 	 	 
	
              Documentation_Type

            	 	
              Documentation
                level

            	 	
              nvarchar(30)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Escrow_Current_Balance

            	 	
              Current
                escrow balance (negative amount = advance balance)

            	 	
              money

            	 	
              Escrow
                Bal

            
	 	 	 	 	 	 	 
	
              FB_Stip_End_Date

            	 	
              Date
                the forbearance/stip plan ends

            	 	
              datetime

            	 	
              Date
                Pymt Plan Due First + Repay Plan Term Months

            
	 	 	 	 	 	 	 
	
              FB_Stip_First_Payment_Due_Date

            	 	
              Date
                of the first payment due for a forbearance/stipulation
                plan

            	 	
              datetime

            	 	
              Date
                Pymt Plan Due First

            


    

     

    
      
        
        

      

      
        Exh.
          14-20

        
          

        

      

      
        
        

      

    

    
       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              FB_Stip_Flag

            	 	
              Indicates
                if a loan is currently on a forbearance/stipulation plan (-1 = Yes
                / 0 =
                No)

            	 	
              integer

            	 	
              Warning
                Code

            
	 	 	 	 	 	 	 
	
              FB_Stip_Last_Payment_Due_Date

            	 	
              Date
                of the last payment due for a forbearance/stipulation plan

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              FB_Stip_Next_Payment_Due_Date

            	 	
              Date
                of the next payment due for a forbearance/stipulation plan

            	 	
              datetime

            	 	
              Date
                Pymt Plan Due Next

            
	 	 	 	 	 	 	 
	
              FB_Stip_Payment_Amount

            	 	
              Payment
                amount for a forbearance/stipulation plan

            	 	
              money

            	 	
              Pymt
                Plan Amt Due Next

            
	 	 	 	 	 	 	 
	
              FB_Stip_Payment_Frequency

            	 	
              Payment
                frequency of a forbearance/stipulation plan

            	 	
              integer

            	 	
              Pymt
                Plan Pymt Freq Code

            
	 	 	 	 	 	 	 
	
              FB_Stip_Plan_Agreement_Type

            	 	
              Type
                of forbearance/stipulation plan

            	 	
              nvarchar(50)

            	 	
              Repay
                Plan Type Code

            
	 	 	 	 	 	 	 
	
              FB_Stip_Plan_Demand_Expires_Date

            	 	
              Date
                a forbearance/stipulation demand expires

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              FB_Stip_Plan_Demand_Sent_Date

            	 	
              Date
                a forbearance/stipulation demand is sent

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              FB_Stip_Start_Date

            	 	
              Date
                the forbearance/stip plan starts

            	 	
              datetime

            	 	
              Date
                Lsmit Forbearance

            
	 	 	 	 	 	 	 
	
              FB_Stip_Total_Plan_Amount

            	 	
              Total
                amount of a forbearance/stipulation plan

            	 	
              money

            	 	
              Pymt
                Plan Amt Total

            
	 	 	 	 	 	 	 
	
              FC_Contested_Flag

            	 	
              Indicates
                if a foreclosure has been contested by the borrower (-1 = Yes / 0
                =
                No)

            	 	
              integer

            	 	
              Fcl
                Contested Ind

            
	 	 	 	 	 	 	 
	
              FC_Current_Activity

            	 	
              Current
                activity of the foreclosure

            	 	
              nvarchar(70)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              FC_Delay_Code

            	 	
              Foreclosure
                delay code

            	 	
              nvarchar(15)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              FC_End_Date

            	 	
              Date
                the foreclosure completed

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              FC_Estimated_Sale_Date

            	 	
              Estimated
                date of the foreclosure sale

            	 	
              datetime

            	 	
              Date
                Fcl Sale Sched For

            
	 	 	 	 	 	 	 
	
              FC_First_Legal_Date

            	 	
              First
                legal date of the foreclosure

            	 	
              datetime

            	 	
              Date
                Fcl Frst Task Complt

            
	 	 	 	 	 	 	 
	
              FC_Flag

            	 	
              Indicates
                if the loan is currently in foreclosure (-1 = Yes / 0 =
                No)

            	 	
              integer

            	 	
              Foreclosure
                Flag

            
	 	 	 	 	 	 	 
	
              FC_Sale_Date

            	 	
              Date
                of the foreclosure sale

            	 	
              datetime

            	 	
              Date
                Fcl Sale Held -- Ever

            
	 	 	 	 	 	 	 
	
              FC_Start_Date

            	 	
              Date
                foreclosure is filed

            	 	
              datetime

            	 	
              Date
                Fcl Refrd Atty -- Ever

            


    

     

    
      
        
        

      

      
        Exh.
          14-21

        
          

        

      

      
        
        

      

    

    
       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              FC_Sub_Status

            	 	
              Detailed
                status of the foreclosure

            	 	
              nvarchar(50)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              FC_Sub_Status_Date

            	 	
              Date
                of the detailed status of the foreclosure

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Hazard_Insurance_Claim_Flag

            	 	
              Indicates
                if a loan has a hazard insurance claim pending (-1 = Yes / 0 =
                No)

            	 	
              integer

            	 	
              Claim
                Rpt Status Code Last

            
	 	 	 	 	 	 	 
	
              Interest_Collection_Type

            	 	
              Indentifies
                interest collection method

            	 	
              nvarchar(15)

            	 	
              Interest
                Accrual Ind

            
	 	 	 	 	 	 	 
	
              Interest_Only_Flag

            	 	
              Indicates
                if the loan has a specified period when then borrower pays only the
                interest portion due (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              Interest
                Only Flag

            
	 	 	 	 	 	 	 
	
              Interest_Only_Term

            	 	
              Number
                of months where borrower pays only the interest portion
                due

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Interest_Paid_Thru_Date

            	 	
              Date
                the through which the interest is paid

            	 	
              datetime

            	 	
              Date
                Interest Coll To

            
	 	 	 	 	 	 	 
	
              Interest_Rate_Current

            	 	
              Current
                interest rate

            	 	
              float

            	 	
              Interest
                Rate

            
	 	 	 	 	 	 	 
	
              Interest_Rate_Original

            	 	
              Original
                interest rate

            	 	
              float

            	 	
              Interest
                Rate Original

            
	 	 	 	 	 	 	 
	
              Investor_Code

            	 	
              Investor
                code

            	 	
              nvarchar(10)

            	 	
              Investor
                Number

            
	 	 	 	 	 	 	 
	
              Investor_Name

            	 	
              Name
                of the investor

            	 	 	 	
              Investor
                Name Full

            
	 	 	 	 	 	 	 
	
              Lien_Position

            	 	
              Lien
                position of the loan

            	 	
              integer

            	 	
              1st/2nd
                Product Indicator

            
	 	 	 	 	 	 	 
	
              Loan_Purpose

            	 	
              Purpose
                of the loan

            	 	
              nvarchar(50)

            	 	
              Purpose
                Code Description

            
	 	 	 	 	 	 	 
	
              Loan_Status_Servicer

            	 	
              Status
                of the loan 

            	 	
              nvarchar(50)

            	 	
              Scenario2
                -- Loan Status/Collection

            
	 	 	 	 	 	 	 
	
              Loan_to_Value_Combined_Current

            	 	
              Current
                combined loan-to-value ratio (includes senior liens)

            	 	
              float

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Loan_to_Value_Combined_Original

            	 	
              Original
                combined loan-to-value ratio (includes senior liens)

            	 	
              float

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Loan_to_Value_Current

            	 	
              Current
                loan-to-value ratio

            	 	
              float

            	 	
              Current
                LTV

            
	 	 	 	 	 	 	 
	
              Loan_to_Value_Original

            	 	
              Original
                loan-to-value ratio

            	 	
              float

            	 	
              LTV
                Ratio1

            
	 	 	 	 	 	 	 
	
              Loss_Mitigation_Flag

            	 	
              Indicates
                if a loan is in loss mitigation (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              Loss
                Mit Flag

            
	 	 	 	 	 	 	 
	
              Loss_Mitigation_Sub_Status

            	 	
              Detailed
                status of the loss mitigation

            	 	
              nvarchar(50)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Loss_Mitigation_Sub_Status_Date

            	 	
              Date
                of the detailed status of the loss mitigation

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Maturity_Date_Current

            	 	
              Current
                maturity date

            	 	
              datetime

            	 	
              Date
                Maturity

            


    

     

    
      
        
        

      

      
        Exh.
          14-22

        
          

        

      

      
        
        

      

    

    
       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              MERS_MIN

            	 	
              Mortgage
                Electronic Registration System Mortgage Identification
                Number

            	 	
              nvarchar(20)

            	 	
              MIN
                Number

            
	 	 	 	 	 	 	 
	
              MI_Certificate_Number

            	 	
              Mortgage
                insurance certificate number

            	 	
              nvarchar(25)

            	 	
              Escrow
                Item Policy Number

            
	 	 	 	 	 	 	 
	
              MI_Claim_Filed_Date

            	 	
              Date
                mortgage insurance claim filed

            	 	
              datetime

            	 	
              Date
                Conveyed/Initial Claim Filed

            
	 	 	 	 	 	 	 
	
              MI_Company

            	 	
              Mortgage
                insurance company

            	 	
              nvarchar(50)

            	 	
              MI
                Company Short Name

            
	 	 	 	 	 	 	 
	
              MI_Coverage_Percentage

            	 	
              Mortgage
                insurance coverage percentage

            	 	
              float

            	 	
              Loan
                Percent Insured

            
	 	 	 	 	 	 	 
	
              MI_Flag

            	 	
              Indicates
                if a loan has mortgage insurance (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              Escrow
                Indicator Description

            
	 	 	 	 	 	 	 
	
              MI_Lender_Paid_Fee

            	 	
              Amount
                of lender paid mortgage insurance fee

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              MI_Proceeds_Received_Amount

            	 	
              Amount
                of proceeds received from the mortgage insurance claim

            	 	
              money

            	 	
              Claim
                Init Settlement Pymt

            
	 	 	 	 	 	 	 
	
              MI_Proceeds_Received_Date

            	 	
              Date
                mortgage insuramce proceeds received

            	 	
              datetime

            	 	
              Date
                Init Claim Settle Recvd

            
	 	 	 	 	 	 	 
	
              Modification_Flag

            	 	
              Indicates
                if the loan has been modified (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              Date
                Mod Effective

            
	 	 	 	 	 	 	 
	
              Modification_Initial_Principal_Balance

            	 	
              Initial
                principal balance following the latest modification

            	 	
              money

            	 	
              Bal
                Prin Amt Modified

            
	 	 	 	 	 	 	 
	
              Modification_Last_Date

            	 	
              Date
                of the latest modification

            	 	
              datetime

            	 	
              Modification
                Effective Date

            
	 	 	 	 	 	 	 
	
              Modification_New_Interest_Rate

            	 	
              New
                interest rate following the latest modification

            	 	
              float

            	 	
              Interest
                Rate Modified

            
	 	 	 	 	 	 	 
	
              Modification_New_Maturity_Date

            	 	
              New
                maturity date following the latest modification

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Modification_New_PI_Payment_Amount

            	 	
              New
                principal and interest payment amount following the latest
                modification

            	 	
              money

            	 	
              P&I
                Payment Amt Modified

            
	 	 	 	 	 	 	 
	
              Modification_Payment_First_Due_Date

            	 	
              Date
                of the first payment following the latest modification of the
                loan

            	 	
              datetime

            	 	
              Date
                First Pmt after Mod

            
	 	 	 	 	 	 	 
	
              Number_Of_Units

            	 	
              Number
                of units

            	 	
              integer

            	 	
              #
                Family Units

            
	 	 	 	 	 	 	 
	
              Occupancy_Type_Current

            	 	
              Current
                occupancy type

            	 	
              nvarchar(50)

            	 	
              Ocuupancy
                Desc

            
	 	 	 	 	 	 	 
	
              Occupancy_Type_Original

            	 	
              Original
                occupancy type

            	 	
              nvarchar(50)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Origination_Date

            	 	
              Origination
                date of the loan

            	 	
              datetime

            	 	
              Date
                Originated/Closing

            
	 	 	 	 	 	 	 
	
              Originator

            	 	
              Originator
                of the loan

            	 	
              nvarchar(30)

            	 	
              NA

            


    

     

    
      
        
        

      

      
        Exh.
          14-23

        
          

        

      

      
        
        

      

    

    
       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              Payment_Actual_Received

            	 	
              Actual
                payment amount received in the most recent month

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Payment_First_Due_Date

            	 	
              First
                payment due date of the loan

            	 	
              datetime

            	 	
              Date
                Payment Due First

            
	 	 	 	 	 	 	 
	
              Payment_Frequency

            	 	
              Number
                of times a payment is due within a year

            	 	
              integer

            	 	
              Payment
                Frequency Code Schd

            
	 	 	 	 	 	 	 
	
              Payment_History_Counter

            	 	
              Alltel
                Counter. Leftmost spot represents January right represents
                December.

            	 	
              nvarchar(12)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Payment_Last_Received_Date

            	 	
              Date
                the last payment was received

            	 	
              datetime

            	 	
              Date
                Payment Last

            
	 	 	 	 	 	 	 
	
              Payment_Next_Due_Date

            	 	
              Next
                payment due date of the loan

            	 	
              datetime

            	 	
              Date
                Payment Due (Next)

            
	 	 	 	 	 	 	 
	
              Payment_PI_Current

            	 	
              Current
                principal and interest payment

            	 	
              money

            	 	
              Payment
                P&I Amt

            
	 	 	 	 	 	 	 
	
              Payment_PI_Original

            	 	
              Original
                principal and interest payment

            	 	
              money

            	 	
              Arm
                Payment Original P&I

            
	 	 	 	 	 	 	 
	
              Payment_TI_Current

            	 	
              Current
                taxes and insurance payment

            	 	
              money

            	 	
              Escrow
                Payment

            
	 	 	 	 	 	 	 
	
              Payment_Total_Current

            	 	
              Current
                total payment (PITI)

            	 	
              money

            	 	
              Payment
                P&I + Escrow

            
	 	 	 	 	 	 	 
	
              PI_Arrearage

            	 	
              Principal
                and interest in arrears

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Pool_Number

            	 	
              Identifies
                the pool to which the loan belongs

            	 	
              nvarchar(15)

            	 	
              Investor
                Block Description

            
	 	 	 	 	 	 	 
	
              Prepayment_Penalty_Calculation

            	 	
              Prepayment
                penalty calculation

            	 	
              nvarchar(30)

            	 	
              PrePayPen
                Plan Desc

            
	 	 	 	 	 	 	 
	
              Prepayment_Penalty_Collected_Amount

            	 	
              Amount
                of prepayment penalty collected

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Prepayment_Penalty_Current_Flag

            	 	
              Indicates
                if a loan has an active prepayment penalty (-1 = Yes / 0 =
                No)

            	 	
              integer

            	 	
              Auto
                Payoff Penalty Ind or Manual Payoff Penalty Ind

            
	 	 	 	 	 	 	 
	
              Prepayment_Penalty_Original_Flag

            	 	
              Indicates
                if a loan had a prepayment penalty at origination (-1 = Yes / 0 =
                No)

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Prepayment_Penalty_Original_Term

            	 	
              Original
                term of the prepayment penalty in months

            	 	
              integer

            	 	
              Perm
                of Prepayment Penalty (months)

            
	 	 	 	 	 	 	 
	
              Prepayment_Penalty_Remaining_Term

            	 	
              Remaining
                term of the prepayment penalty in months

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Prepayment_Penalty_Waived_Amount

            	 	
              Amount
                of prepayment penalty collected

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Principal_Balance_Current_Actual

            	 	
              Actual
                current principal balance

            	 	
              money

            	 	
              Bal
                Prin

            
	 	 	 	 	 	 	 
	
              Principal_Balance_Current_Scheduled

            	 	
              Scheduled
                current principal balance

            	 	
              money

            	 	
              NA

            


    

     

    
      
        
        

      

      
        Exh.
          14-24

        
          

        

      

      
        
        

      

    

     

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              Principal_Balance_Junior

            	 	
              Principal
                balance of all loans junior to this lien position

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Principal_Balance_Original

            	 	
              Original
                principal balance

            	 	
              money

            	 	
              Bal
                Prin Orig

            
	 	 	 	 	 	 	 
	
              Principal_Balance_Senior

            	 	
              Principal
                balance of all loans senior to this lien position

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Property_Address

            	 	
              Property
                address

            	 	
              nvarchar(50)

            	 	
              Property
                Address Line 1

            
	 	 	 	 	 	 	 
	
              Property_City

            	 	
              Property
                city

            	 	
              nvarchar(70)

            	 	
              Property
                City

            
	 	 	 	 	 	 	 
	
              Property_Condition_Code

            	 	
              Property
                condition code

            	 	
              nvarchar(15)

            	 	
              Property
                Condition Code

            
	 	 	 	 	 	 	 
	
              Property_State

            	 	
              Property
                state

            	 	
              nvarchar(4)

            	 	
              Property
                State

            
	 	 	 	 	 	 	 
	
              Property_Type

            	 	
              Property
                type

            	 	
              nvarchar(15)

            	 	
              Property
                Type Name

            
	 	 	 	 	 	 	 
	
              Property_Zip

            	 	
              Property
                zip code

            	 	
              nvarchar(10)

            	 	
              Property
                Address Zip 5digit

            
	 	 	 	 	 	 	 
	
              Purchase_Price

            	 	
              Purchase
                price of the property

            	 	
              money

            	 	
              Sale
                Amt

            
	 	 	 	 	 	 	 
	
              REO_Anticipated_Sale_Date

            	 	
              Date
                of the anticipated REO sale

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              REO_Anticipated_Sale_Price

            	 	
              Anticipated
                sale price of the REO asset

            	 	
              money

            	 	
              Market
                Value Amt

            
	 	 	 	 	 	 	 
	
              REO_As_Is_Value

            	 	
              As
                is value of the REO asset

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              REO_Closing_Date

            	 	
              Actual
                closing date of the REO asset

            	 	
              datetime

            	 	
              Date
                REO Legal Closing

            
	 	 	 	 	 	 	 
	
              REO_Contract_Price

            	 	
              Contract
                price of the REO asset

            	 	
              money

            	 	
              Contract
                Amt - Current

            
	 	 	 	 	 	 	 
	
              REO_Current_List_Date

            	 	
              Date
                of the most recent listing of the REO asset

            	 	
              datetime

            	 	
              Date
                Reo Cur Listed

            
	 	 	 	 	 	 	 
	
              REO_Current_List_Price

            	 	
              Current
                listing price of the REO asset

            	 	
              money

            	 	
              List
                Price Amt - Current

            
	 	 	 	 	 	 	 
	
              REO_Estimated_Closing_Date

            	 	
              Estimated
                closing date of the REO asset

            	 	
              datetime

            	 	
              Date
                Close Estimate - Current

            
	 	 	 	 	 	 	 
	
              REO_Estimated_Eviction_Date

            	 	
              Estimated
                eviction completion date of the REO asset

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              REO_Estimated_Net_Proceeds

            	 	
              Estimated
                net proceeds of the REO asset

            	 	
              money

            	 	
              Proceeds
                Estimate Amt - Current

            
	 	 	 	 	 	 	 
	
              REO_Eviction_End_Date

            	 	
              Actual
                eviction completion date of the REO asset

            	 	
              datetime

            	 	
              Date
                Eviction Completed - FCL or REO

            
	 	 	 	 	 	 	 
	
              REO_Eviction_Flag

            	 	
              Indicates
                if an REO asset is currently in eviction (-1 = Yes / 0 =
                No)

            	 	
              integer

            	 	
              Eviction
                Pending Ind

            
	 	 	 	 	 	 	 
	
              REO_Eviction_Start_Date

            	 	
              Beginning
                date of the eviction of the REO asset

            	 	
              datetime

            	 	
              Date
                Eviction Started - FCL or REO

            


    

     

    
      
        
        

      

      
        Exh.
          14-25

        
          

        

      

      
        
        

      

    

    
       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              REO_Flag

            	 	
              Indicates
                if a loan is an REO asset (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              Reo
                Flag

            
	 	 	 	 	 	 	 
	
              REO_Net_Proceeds

            	 	
              Net
                proceeds from the sale of the REO asset

            	 	
              money

            	 	
              Proceeds
                Apprv Net Amt - Current

            
	 	 	 	 	 	 	 
	
              REO_Offer_Amount

            	 	
              Offer
                amount for the REO asset

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              REO_Offer_Date

            	 	
              Date
                the offer amount was made for the REO asset

            	 	
              datetime

            	 	
              Date
                REO Offer Accept - Current

            
	 	 	 	 	 	 	 
	
              REO_Offer_Status

            	 	
              Status
                of the offer for the REO asset

            	 	
              nvarchar(30)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              REO_Original_List_Date

            	 	
              Date
                of the original listing of the REO asset

            	 	
              datetime

            	 	
              Date
                Reo Orig Listing

            
	 	 	 	 	 	 	 
	
              REO_Original_List_Price

            	 	
              Original
                listing price of the REO asset

            	 	
              money

            	 	
              Reo
                Orig Listing Amt

            
	 	 	 	 	 	 	 
	
              REO_Repaired_Value

            	 	
              Repaired
                value of the REO asset

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              REO_Sale_Date

            	 	
              Sale
                date of the REO asset

            	 	
              datetime

            	 	
              Date
                Reo Sale - active drm only

            
	 	 	 	 	 	 	 
	
              REO_Sales_Price

            	 	
              Sales
                price of the REO asset

            	 	
              money

            	 	
              Sales
                Price Aprv Amt - Current

            
	 	 	 	 	 	 	 
	
              REO_Start_Date

            	 	
              Date
                the loan became an REO asset

            	 	
              datetime

            	 	
              Date
                Start

            
	 	 	 	 	 	 	 
	
              REO_Sub_Status

            	 	
              Detailed
                status of the REO asset

            	 	
              nvarchar(50)

            	 	
              Reo
                Status Ind

            
	 	 	 	 	 	 	 
	
              REO_Sub_Status_Date

            	 	
              Date
                of the detailed status of the REO asset

            	 	
              datetime

            	 	
              Date
                Reo Status Changed - Current

            
	 	 	 	 	 	 	 
	
              Resolution_Accrued_Interest

            	 	
              Accrued
                interest at resolution

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Date

            	 	
              Date
                of the resolution

            	 	
              datetime

            	 	
              Date
                Closed

            
	 	 	 	 	 	 	 
	
              Resolution_Escrow_Advances

            	 	
              Escrow
                advances at resolution

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Eviction_Costs

            	 	
              Eviction
                costs at resolution

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Hazard_Insurance_Proceeds

            	 	
              Hazard
                insurance proceeds

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Legal_Fees_Balance

            	 	
              Legal
                fees balance at resolution

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Miscellaneous_Costs

            	 	
              Miscellaneous
                costs at resolution

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Miscellaneous_Proceeds

            	 	
              Miscellaneous
                proceeds from resolution

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Principal_Balance_at_Resolution

            	 	
              Principal
                balance at resolution

            	 	
              money

            	 	
              Payoff
                Trans Prin Amt 

              Serv
                Rel Bal Prin 

              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Property_Preservation_Costs

            	 	
              Property
                preservation costs at resolution

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Property_Valuations_Costs

            	 	
              Property
                valuation costs at resolution

            	 	
              money

            	 	
              NA

            


    

     

    
      
        
        

      

      
        Exh.
          14-26

        
          

        

      

      
        
        

      

    

    
       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              Resolution_Realized_Loss_Gain

            	 	
              Realized
                gain/(loss)

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Sales_Proceeds

            	 	
              Amount
                of sales proceeds

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Resolution_Type

            	 	
              Resolution
                Type

            	 	
              nvarchar(50)

            
	 	 	 	 	 
	
              Seasoning

            	 	
              Number
                of months since the first payment due date of the loan up to
                cutoff

            	 	
              integer

            	 	
              Date
                Payment Due Current - Date Payment Due First

            
	 	 	 	 	 	 	 
	
              Section_32_Flag

            	 	
              Indicates
                if a loan is a Section 32 mortgage (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              HIGH
                COST (Y/N)

            
	 	 	 	 	 	 	 
	
              Seller_Name

            	 	
              Seller
                name

            	 	
              nvarchar(30)

            	 	
              Seller
                Id

            
	 	 	 	 	 	 	 
	
              Service_Fee_Rate

            	 	
              Rate
                charged by the servicer to service the loan

            	 	
              float

            	 	
              Investor
                Service Fee Percent

            
	 	 	 	 	 	 	 
	
              Servicer_Transfer_Date

            	 	
              Date
                of service transfer

            	 	
              datetime

            	 	
              Date
                Servicing Started

            
	 	 	 	 	 	 	 
	
              Silent_Second_Flag

            	 	
              Indicates
                if the loan has a second mortgage originated at the same time as
                the first
                mortgage to avoid PMI (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              Mortgage
                Second Code?

            
	 	 	 	 	 	 	 
	
              SP_Appraisal_Type

            	 	
              Appraisal
                type per S&P guidelines

            	 	
              nvarchar(4)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              SP_Documentation_Type

            	 	
              Documentation
                type per S&P guidelines

            	 	
              nvarchar(4)

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              SP_Down_Payment_Verification_Flag

            	 	
              Indicates
                if the verification of the down payment was used to secure the loan
                for
                S&P (-1 = Yes / 0 = No)

            	 	
              integer

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Suspense_Current_Balance

            	 	
              Current
                suspense balance

            	 	
              money

            	 	
              Bal
                Unapplied -- 1+2+3+4+5

            
	 	 	 	 	 	 	 
	
              Taxes_Delinquent

            	 	
              Amount
                of delinquent taxes

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Taxes_Search_Date

            	 	
              Date
                of tax search

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Term_Original

            	 	
              Original
                term of the loan in months

            	 	
              integer

            	 	
              Term

            
	 	 	 	 	 	 	 
	
              Term_Original_Amortization

            	 	
              Original
                amortization term of the loan in months

            	 	
              integer

            	 	
              Arm
                Rate Term

            
	 	 	 	 	 	 	 
	
              Term_Remaining

            	 	
              Number
                of months remaining in the loan from cutoff

            	 	
              integer

            	 	
              Months
                Remaining

            
	 	 	 	 	 	 	 
	
              Valuation_Acquisition_Reconciled_Date

            	 	
              Date
                of acquisition reconciled valuation

            	 	
              datetime

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Valuation_Acquisition_Reconciled_Value

            	 	
              Value
                of acquisition reconciled valuation

            	 	
              money

            	 	
              NA

            
	 	 	 	 	 	 	 
	
              Valuation_Appraisal_Original_Date

            	 	
              Date
                of the original appraisal

            	 	
              datetime

            	 	 


    

     

    
      
        
        

      

      
        Exh.
          14-27

        
          

        

      

      
        
        

      

    

    
       

      
        	
                MS
                  Field Name

              	 	
                MS
                  Field Description

              	 	
                Data
                  Type

              	 	
                Bus
                  Obj Object Name

              


      

    

    
      	
              Valuation_Appraisal_Original_Value

            	 	
              Value
                of the original appraisal

            	 	
              money

            	 	
              LTV
                Ratio Orig1

            
	 	 	 	 	 	 	 
	
              Valuation_Current_Reconciled_Value

            	 	
              Value
                of latest reconciled valuation

            	 	
              money

            	 	
              Est
                As-is Amt (Last)

            
	 	 	 	 	 	 	 
	
              Valuation_Current_Reconciled_Value_Date

            	 	
              Date
                of latest reconciled valuation

            	 	
              datetime

            	 	
              Date
                Added (Last)

            
	 	 	 	 	 	 	 
	
              Valuation_Order_Type

            	 	
              Type
                of valuation performed

            	 	
              nvarchar(50)

            	 	
              Appraisal
                Type Code

            


    

     

    
      
        
        

      

      
        Exh.
          14-28

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting

     

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

    
       

      
        	 	
                ·

              	ASUM-	Approved
                Assumption
	 	 	 	 
	 	
                ·

              	BAP-	Borrower Assistance Program
	 	 	 	 
	 	·	CO-	Charge Off
	 	 	 	 
	 	·	
                DIL-

              	
                Deed-in-Lieu

              
	 	 	 	 
	 	·	FFA-	Formal Forbearance Agreement
	 	 	 	 
	 	· 	MOD-	Loan Modification
	 	 	 	 
	 	
                ·

              	
                PRE-

              	
                Pre-Sale

              
	 	 	 	 
	 	
                ·

              	
                SS-

              	
                Short
                  Sale

              
	 	 	 	 
	 	
                ·

              	MISC-	Anything else approved by the PMI
                or Pool
                Insurer


      

    

     

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

     

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

     

    
      	 	
              ·

            	
              Mortgagor

            


    

     

    
      	 	
              ·

            	
              Tenant

            


    

     

    
      	 	
              ·

            	
              Unknown
                

            


    

     

    
      	 	
              ·

            	
              Vacant

            


    

     

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


     

    
      	
            	·	
              Damaged

            


    

     

    
      	
            	·	
              Excellent

            


    

     

    
      	
            	·	
              Fair

            


    

     

    
      	
            	·	
              Gone

            


    

     

    
      	
            	·	
              Good

            


    

     

    
      	
            	·	
              Poor

            


    

     

    
      	
            	·	
              Special
                Hazard

            


    

     

    
      	
            	·	
              Unknown

            


    

     

    
      
        
        

      

      
        Exh.
          14-29

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued


     

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

     

    
      	
              Delinquency
                Code

            	 	
              Delinquency
                Description

            
	
              001

            	 	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	 	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	 	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	 	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	 	
              FNMA-Marital
                difficulties

            
	
              006

            	 	
              FNMA-Curtailment
                of income

            
	
              007

            	 	
              FNMA-Excessive
                Obligation

            
	
              008

            	 	
              FNMA-Abandonment
                of property

            
	
              009

            	 	
              FNMA-Distant
                employee transfer

            
	
              011

            	 	
              FNMA-Property
                problem

            
	
              012

            	 	
              FNMA-Inability
                to sell property

            
	
              013

            	 	
              FNMA-Inability
                to rent property

            
	
              014

            	 	
              FNMA-Military
                Service

            
	
              015

            	 	
              FNMA-Other

            
	
              016

            	 	
              FNMA-Unemployment

            
	
              017

            	 	
              FNMA-Business
                failure

            
	
              019

            	 	
              FNMA-Casualty
                loss

            
	
              022

            	 	
              FNMA-Energy
                environment costs

            
	
              023

            	 	
              FNMA-Servicing
                problems

            
	
              026

            	 	
              FNMA-Payment
                adjustment

            
	
              027

            	 	
              FNMA-Payment
                dispute

            
	
              029

            	 	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	 	
              FNMA-Fraud

            
	
              031

            	 	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	 	
              FNMA-Incarceration

            


    

    


    
      
        
        

      

      
        Exh.
          14-30

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued


     

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

    


    
      	
              Status
                Code

            	 	
              Status
                Description

            
	
              09

            	 	
              Forbearance

            
	
              17

            	 	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	 	
              Government
                Seizure

            
	
              26

            	 	
              Refinance

            
	
              27

            	 	
              Assumption

            
	
              28

            	 	
              Modification

            
	
              29

            	 	
              Charge-Off

            
	
              30

            	 	
              Third
                Party Sale

            
	
              31

            	 	
              Probate

            
	
              32

            	 	
              Military
                Indulgence

            
	
              43

            	 	
              Foreclosure
                Started

            
	
              44

            	 	
              Deed-in-Lieu
                Started

            
	
              49

            	 	
              Assignment
                Completed

            
	
              61

            	 	
              Second
                Lien Considerations

            
	
              62

            	 	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	 	
              Veteran’s
                Affairs-Refund

            
	
              64

            	 	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	 	
              Chapter
                7 Bankruptcy

            
	
              66

            	 	
              Chapter
                11 Bankruptcy

            
	
              67

            	 	
              Chapter
                13 Bankruptcy

            


    

     

    
      
        
        

      

      
        Exh.
          14-31

        
          

        

      

      
        
        

      

    

    


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

     

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

     

    
      	 	
              (i)

            	 


    

     

    
      	 	
              (ii)

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

            


    

     

    Liquidation
      and Acquisition Expenses:

     

    
      	
            	1.	
              The
                Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                an Amortization Schedule from date of default through liquidation
                breaking
                out the net interest and servicing fees advanced is
                required.

            


    

     

    
      	
            	2.	
              The
                Total Interest Due less the aggregate amount of servicing fee that
                would
                have been earned if all delinquent payments had been made as agreed.
                For
                documentation, an Amortization Schedule from date of default through
                liquidation breaking out the net interest and servicing fees advanced
                is
                required.

            


    

     

    
      	
            	3.	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis. For documentation, an Amortization
                Schedule from date of default through liquidation breaking out the
                net
                interest and servicing fees advanced is
                required.

            


    

     

    
      	
            	4-12.	
              Complete
                as applicable. Required
                documentation:

            


    

     

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history (to
      calculate advances from last positive escrow balance forward)

     

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


     

    
      
        
        

      

      
        Exh.
          14-32

        
          

        

      

      
        
        

      

    

     

    *
      REO
      repairs > $1500 require explanation

     

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

     

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

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    13.  The
      total
      of lines 1 through 12.

     

    (iii) Credits:
      

     

    14-21. Complete
      as applicable. Required documentation:

     

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

     

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

     

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

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

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

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    
      	
            	23.	
              The
                total derived from subtracting line 22 from 13. If the amount represents
                a
                realized gain, show
                the amount in parenthesis ( ). 

            


    

     

    
      
        
        

      

      
        Exh.
          14-33

        
          

        

      

      
        
        

      

    

     

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

     

    Prepared
      by: __________________   Date:
      ________________

     

    Phone:
      ______________________  Email Address:_____________________

     

    
      	
              Servicer
                Loan No.

            	 	
              Servicer
                Name

            	 	
              Servicer
                Address 

               

            


    

     

    [____________________]
      Loan No._____________________________

     

    Borrower's
      Name: _________________________________________________________

     

    Property
      Address: _________________________________________________________

     

    
      	
              Liquidation
                Type: REO Sale

            	
              3rd
                Party Sale

            	
              Short
                Sale

            	
              Charge
                Off

            
	 	 	 	 
	Was
              this loan granted a Bankruptcy deficiency or cramdown	
              Yes

            	
              No

            
	 
	
              If
                “Yes”, provide deficiency or cramdown amount
                ___________________________________________________________

            


    

     

    
      	
              Liquidation
                and Acquisition Expenses:

            	 	 	 	 	 	 	 
	
              (1)
                Actual
                Unpaid Principal Balance of Mortgage Loan

            	 	
              $

            	
              
                ________________

              

            	 	 	
              (1)

            	 
	
              (2)
                Interest
                accrued at Net Rate

            	 	 	
              ________________

            	 	 	
              (2)

            	 
	
              (3)
                Accrued
                Servicing Fees

            	 	 	
              ________________

            	 	 	
              (3)

            	 
	
              (4)
                Attorney's
                Fees

            	 	 	
              ________________

            	 	 	
              (4)

            	 
	
              (5)
                Taxes
                (see page 2)

            	 	 	
              ________________

            	 	 	
              (5)

            	 
	
              (6)
                Property
                Maintenance

            	 	 	
              ________________

            	 	 	
              (6)

            	 
	
              (7)
                MI/Hazard
                Insurance Premiums (see page 2)

            	 	 	
              ________________

            	 	 	
              (7)

            	 
	
              (8)
                Utility
                Expenses

            	 	 	
              ________________

            	 	 	
              (8)

            	 
	
              (9)
                Appraisal/BPO

            	 	 	
              ________________

            	 	 	
              (9)

            	 
	
              (10)
                Property
                Inspections

            	 	 	
              ________________

            	 	 	
              (10)

            	 
	
              (11)
                FC
                Costs/Other Legal Expenses

            	 	 	
              ________________

            	 	 	
              (11)

            	 
	
              (12)
                Other
                (itemize)

            	 	 	
              ________________

            	 	 	
              (12)

            	 
	
               Cash
                for Keys__________________________

            	 	 	
              ________________

            	 	 	
              (12)

            	 
	
               HOA/Condo
                Fees_______________________

            	 	 	
              ________________

            	 	 	
              (12)

            	 
	
               ______________________________________

            	 	 	
              ________________

            	 	 	
              (12)

            	 
	 	 	 	 	 	 	 	 
	
              Total
                Expenses

            	 	
              $

            	
              
                ________________

              

            	 	 	
              (13)

            	 
	
              Credits:

            	 	 	 	 	 	 	 
	
              (14)
                Escrow
                Balance

            	 	
              $

            	
              
                ________________

              

            	 	 	
              (14)

            	 
	
              (15)
                HIP
                Refund

            	 	 	
              ________________

            	 	 	
              (15)

            	 
	
              (16)
                Rental
                Receipts

            	 	 	
              ________________

            	 	 	
              (16)

            	 
	
              (17)
                Hazard
                Loss Proceeds

            	 	 	
              ________________

            	 	 	
              (17)

            	 
	
              (18)
                Primary
                Mortgage Insurance / Gov’t Insurance

            	 	 	
              ________________

            	 	 	
              (18a)
                

            	 
	
              HUD
                Part A

               

              HUD
                Part B

            	 	 	
              ________________

            	 	 	
              (18b)
                

            	 
	
              (19)
                Pool
                Insurance Proceeds

            	 	 	
              ________________

            	 	 	
              (19)

            	 
	
              (20)
                Proceeds
                from Sale of Acquired Property

            	 	 	
              ________________

            	 	 	
              (20)

            	 
	
              (21)
                Other
                (itemize)

            	 	 	
              ________________

            	 	 	
              (21)

            	 
	 _________________________________________	 	 	
              ________________

            	 	 	
              (21)

            	 
	 	 	 	 	 	 	 	 
	
               Total
                Credits

            	 	
              $

            	
              ________________

            	 	 	
              (22)

            	 
	 Total
              Realized Loss (or Amount of Gain)	 	
              $

            	
              ________________

            	 	 	
              (23)

            	 


    

     

    
      
        
        

      

      
        Exh.
          14-34

        
          

        

      

      
        
        

      

    

     

    Escrow
      Disbursement Detail

     

    
      	
              Type

              (Tax
                /Ins.)

            	 	
              Date
                Paid

            	 	
              Period
                of Coverage

            	 	
              Total
                Paid

            	 	
              Base
                Amount

            	 	
              Penalties

            	 	
              Interest

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        Exh.
          14-35

        
          

        

      

      
        
        

      

    


    EXHIBIT
      15

    


    INDEMNIFICATION
      AGREEMENT

     

    [DEPOSITOR]

    [______________],
      Series [_____]

     

    [Asset][Mortgage]
      Backed Pass-Through Certificates], Series [_____]

     

    [DATE]

     

    Reference
      is made to the Prospectus Supplement (the “Prospectus Supplement”), dated
      [______], relating to [DEPOSITOR], [________], Series [_______], [Asset Backed
      Pass-Through Certificates], Series [______] (the “Certificates”).

     

    GMAC
      Mortgage, LLC (“GMACM”) hereby agrees to indemnify and hold harmless
      [________________] (the “Depositor”), Deutsche Bank Securities Inc. (“DBSI”) and
      DB Structured Products, Inc. (“DBSP”), their respective officers and directors
      and each person, if any, who controls the Depositor, DBSI or DBSP within the
      meaning of Section 15 of the Securities Act of 1933, as amended (the “Act”), or
      Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), from and against any and all losses, claims, expenses, damages or
      liabilities to which the Depositor, DBSI or DBSP, their respective officers
      or
      directors and any such controlling person may become subject under the Act
      or
      otherwise, as and when such losses, claims, expenses, damages or liabilities
      are
      incurred, but only insofar as such losses, claims, expenses, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      untrue statement or alleged untrue statement of any material fact contained
      in
      the Prospectus Supplement or any amendment or supplement thereto, or arise
      out
      of or are based upon an omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances in which they were made, not misleading, in each
      case to the extent that such untrue statement or alleged untrue statement or
      omission or alleged omission relates to the statements set forth under the
      subheading “Servicing - GMAC Mortgage, LLC” (including the tables contained in
      such section) in the Prospectus Supplement and any other Regulation AB related
      disclosure information required to be provided by GMACM and set forth in Exhibit
      A to this Indemnification Agreement (the “GMACM Information”). GMACM hereby
      represents and warrants, as of the date of the Prospectus Supplement and the
      date hereof, that such GMACM Information is true and correct in all material
      respects. GMACM will reimburse the Depositor, DBSI and DBSP, their respective
      officers and directors and any such controlling person for any legal or other
      expenses reasonably incurred by it or any of them in connection with
      investigating or defending any such loss, claim, expense, damage, liability
      or
      action. This
      indemnity agreement will be in addition to any liability which GMACM may
      otherwise have. 

     

    
      
        
        

      

      
        Exh.
          15-1

        
          

        

      

      
        
        

      

    

     

    Each
      of
      the
      Depositor and DBSP hereby agrees to indemnify and hold harmless GMACM and its
      officers and directors and each person, if any, who controls GMACM within the
      meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and
      against any and all losses, claims, expenses, damages or liabilities to which
      GMACM or its officers or directors and any such controlling person may become
      subject under the Act or otherwise, as and when such losses, claims, expenses,
      damages or liabilities are incurred, insofar as such losses, claims, expenses,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based
      upon any untrue statement or alleged untrue statement of any material contained
      in the Prospectus Supplement other than with respect to the GMACM Information,
      or the omission or the alleged omission to state in the Prospectus Supplement
      or
      Prospectus a material fact required to be stated therein or necessary to make
      the statements therein,
      in
      light of the circumstances under which they were made, not misleading, other
      than with respect to the GMACM Information. This
      indemnity agreement will be in addition to any liability which the Depositor
      may
      otherwise have. The parties hereto acknowledge and agree that DBSI and each
      of
      its respective successors and assigns shall have all the rights of a third-party
      beneficiary in respect of the preceding paragraph and shall be entitled to
      rely
      upon and directly enforce the provisions of such paragraph. DBSP and the
      Depositor will
      reimburse GMACM and its officers and directors and any such controlling person
      for any legal or other expenses reasonably incurred by it or any of them in
      connection with investigating or defending any such loss, claim, expense,
      damage, liability or action, as and when incurred.

     

    Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party will, if a claim in respect thereof is to
      be
      made against the indemnifying party hereunder, notify the indemnifying party
      of
      the commencement thereof; but the omission so to notify the indemnifying party
      will not relieve it from any liability that such indemnifying party may have
      to
      any indemnified party under this Agreement except to the extent that such
      indemnifying party has been materially prejudiced by such failure; provided,
      however, that the failure to so notify the indemnifying party shall not relieve
      it from any liability that such indemnifying party may have to any indemnified
      party otherwise than under this Agreement. In case any such action is brought
      against any indemnified party, and it notifies the indemnifying party of the
      commencement thereof, the indemnifying party will be entitled to participate
      therein, and, to the extent that such indemnifying party may wish, to assume
      (at
      its own expense) the defense thereof, with counsel satisfactory to such
      indemnified party (which counsel may be counsel to the indemnifying party),
      and,
      after notice from the indemnifying party to such indemnified party hereunder,
      such indemnifying party shall not be liable for any legal or other expenses
      subsequently incurred by such indemnified party in connection with the defense
      thereof unless (i) the indemnifying party shall have agreed in writing to the
      continuing participation of such counsel or (ii) the named parties to any such
      proceeding (including any impleaded parties) include both the indemnifying
      party
      and the indemnified party and representation of both parties by the same counsel
      would, in the opinion of such counsel, be inappropriate due to the actual or
      potential differing interests between them. If the indemnifying party assumes
      the defense of any proceeding, it shall be entitled to settle such proceeding
      with the consent of the indemnified party, which will not be unreasonably
      withheld or delayed or, if such settlement provides for release of the
      indemnified party in connection with all matters relating to the proceeding
      which have been asserted against the indemnified party in such proceeding by
      the
      other parties to such settlement, without the consent of the indemnified
      party.

     

    
      
        
        

      

      
        Exh.
          15-2

        
          

        

      

      
        
        

      

    

     

    If
      recovery is not available under the foregoing indemnification provisions for
      any
      reason other than as specified therein, each indemnified party shall be entitled
      to contribution to liabilities and expenses, except to the extent that
      contribution is not permitted under Section 11(f) of the Act. The amount of
      such
      contribution by the parties shall be paid in such proportion as is appropriate
      to reflect the relative benefits received by the parties resulting from the
      offering of the Certificates; provided, that, if such allocation is not
      permitted by applicable law or indemnification is not available as a result
      of
      the indemnifying party not having received notice as provided in the paragraph
      above, such contribution shall be paid in such proportion as is appropriate
      to
      reflect not only the relative benefits referred to above, but also the relative
      fault of the parties in connection with the statements or omissions that
      resulted in such liabilities and expenses. The relative fault of the parties
      shall be determined by reference to, among other things, the parties’ relative
      knowledge and access to information concerning the matter with respect to which
      the claim was asserted, the opportunity to correct and prevent any misstatement
      or omission, and any other equitable considerations appropriate under the
      circumstances.

     

    GMACM
      hereby represents and warrants that as of the date of the Prospectus Supplement
      and the date hereof, except as has been otherwise disclosed to the indemnified
      parties: (1) no default or servicing related performance trigger has occurred
      as
      to any other securitization due to any act or failure to act of GMACM; (2)
      no
      material noncompliance with applicable servicing criteria as to any other
      securitization has been disclosed or reported by GMACM; (3) GMACM has not been
      terminated as servicer in a residential mortgage loan securitization, either
      due
      to a servicing default or to application of a servicing performance test or
      trigger; (4) no material changes to GMACM’s servicing policies and procedures
      for similar loans has occurred in the preceding three years; (5) there are
      no
      aspects of GMACM’s financial condition that could have a material adverse impact
      on the performance by GMACM of its obligations hereunder; (6) there are no
      legal
      proceedings pending, or known to be contemplated by governmental authorities,
      against GMACM that could be material to investors in the securities issued;
      and
      (7) there are no affiliations, relationships or transactions relating to GMACM
      of a type that are described under Item 1119 of Regulation AB.

     

    The
      agreements, indemnities and representations of the parties contained herein
      or
      made pursuant to this Agreement will remain in full force and effect, regardless
      of any investigation, or statement as to the results thereof, made by or on
      behalf of any parties hereto or any of the controlling persons referred to
      herein, and will survive the sale of the Certificates.

     

    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, without regard to conflict of laws principles other
      than
      Section 5-104 of the New York General Obligations Law which shall govern. This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their successors and assignees and the controlling persons referred to
      herein, and no other person shall have any right or obligation hereunder.
      Neither this Agreement nor any term hereof may be changed, waived, discharged
      or
      terminated orally, but only by an instrument in writing signed by the party
      against whom enforcement of the change, waiver, discharge or termination is
      sought. This Agreement may be executed in counterparts, each of which when
      so
      executed and delivered shall be considered an original, and all such
      counterparts shall constitute one and the same instrument.

     

    [SIGNATURES
      COMMENCE ON FOLLOWING PAGE]

     

    
      
        
        

      

      
        Exh.
          15-3

        
          

        

      

      
        
        

      

       

    

    Executed
      as of the day and year first above written.

     

    
      	 	 	 
	 	GMAC
              MORTGAGE,
              LLC
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

     

    
      	ACKNOWLEDGED AND AGREED
              TO:	 	 
	 	 	 
	[DEPOSITOR]	 	DEUTSCHE BANK SECURITIES
              INC.
	 	 	 	 	 
	 	 	 	 	 
	By:	
            	 	By:	
            
	 	
              
Name:	 	 	
              
Name:
	 	Title:
	 	 	Title:


    

    
      	
            	 	 	 	 
	By:	
            	 	By:	
            
	 	
              
Name:	 	 	
              
Name:
	 	Title:
	 	 	Title:


    

    
      	 	 	 
	
              DB
                STRUCTURED PRODUCTS, INC.

            	 	
            
	 	 	 	 	 
	 	 	 	 	 
	By:	
            	 	
            	
            
	 	
              
Name:	 	 	
            
	 	Title:
	 	 	
            


      
        	
              	 	 	 	 
	By:	
              	 	
              	
              
	 	
                
Name:	 	 	
              
	 	Title:
	 	 	
              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    EXHIBIT
      A

    


    SERVICER
      DISCLOSURE (ITEM 1108)

    


    Servicer
      Information

     

    
      	
              Complete

            	 	Task
	 	 	1.	
              A
                description of the servicer’s form of organization.

            
	 	 	 	 
	 	 	2.	
              A
                description of how long the servicer has been servicing residential
                mortgage loans.

            
	 	 	 	 
	 	 	3. 	
              A
                general discussion of the servicer’s experience in servicing assets of any
                type as well as a more detailed discussion of the servicer’s experience
                in, and procedures for the servicing function it will perform under
                the
                relevant servicing agreement and any securitization
                transactions.

            
	 	 	 	 
	 	 	4.	
               Provide
                information regarding the size, composition and growth of the servicer’s
                portfolio of mortgage loans of the type similar to the mortgage
                loans.

               

              NOTE:
                Group assets by loan type. Show all of servicer’s loan
                types.

            
	 	 	 	 
	 	 	5.	
              Provide
                information on factors related to the servicer that may be material
                to any
                analysis of the servicing of the mortgage loans or the related
                asset-backed securities, as applicable, including whether any default
                or
                servicing related performance trigger has occurred as to any other
                securitization due to any act or failure to act of the servicer,
                whether
                any material noncompliance with applicable servicing criteria as
                to any
                other securitization has been disclosed or reported by the servicer,
                and
                the extent of outsourcing the servicer uses.

               

              NOTE:
                Refer to trigger events related to servicer
                performance.

            
	 	 	 	 
	 	 	6.	
              A
                description of any material changes to the servicer’s policies or
                procedures in the servicing function it will perform under the related
                servicing agreement and any securitization transactions for mortgage
                loans
                of the type similar to the mortgage loans being securitized during
                the
                past three years.

            
	 	 	 	 
	 	 	7.	
              Provide
                information regarding the servicer’s financial condition to the extent
                that there is a material risk that the effect on one or more aspects
                of
                servicing resulting from such financial condition could have a material
                impact on the performance of the securities issued in the Securitization
                Transaction, or on servicing of mortgage loans of the same asset
                type as
                the mortgage loans being
                securitized.

            


    

     

    
      
        
        

      

      
        Exh.
          15-5

        
          

        

      

      
        
        

      

    

     

    
      	 	 	8.	
              Describe
                to the extent material the manner in which collections on the assets
                will
                be maintained and the extent of commingling of funds that occurs
                or may
                occur from the assets with other funds, serviced assets or other
                assets of
                the servicer.

               

              NOTE:
                May be included either in servicer disclosure or operating document
                disclosure.

            
	 	 	 	 
	 	 	9. 	
              Describe
                any special or unique factors involved in servicing loans of the
                same type
                as the mortgage loans being securitized, and the servicer’s processes and
                procedures designed to address such factors.

            
	 	 	 	 
	 	 	10. 	
              Provide
                statistical information regarding principal and interest advances
                made by
                the servicer on the mortgage loans being securitized and the servicer’s
                overall servicing portfolio for the past three years.

               

              NOTE:
                A statement that servicer has complied with all advancing obligations
                over
                the past three years is sufficient.

            
	 	 	 	 
	 	 	11. 	
              Describe
                the servicer’s process for handling delinquencies, losses, bankruptcies
                and recoveries, such as through liquidation of REO Properties,
                foreclosure, sale of the mortgage loans or workouts.

               

              NOTE:
                May be included either in servicer disclosure or operating document
                disclosure.

            
	 	 	 	 
	 	 	12.	
              Describe
                any legal proceedings pending against the servicer or against any
                of its
                property, including any proceedings known to be contemplated by
                governmental authorities, that may be material to the holders of
                the
                securities issued.

               

              NOTE:
                Per Item 1117.

            
	 	 	 	 
	 	 	13. 	
              See
                also
                Item 1119.

            


    

     

    
      
        
        

      

      
        Exh.
          15-6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      16

    


    FORM
      OF LIQUIDATION REPORT

     

    
      
        
        

      

      
        Exh.
          16-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      17

    


    FORM
      OF MONTHLY REPORTING PACKAGE

    


    
      	
              Collections

            	 	
              $

            	
              622,992.10

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              Loan
                Set Up Fee

            	 	
              $

            	
              (88.00

            	
              )

            
	 	 	 	 	 
	
              Base
                Servicing Fee

            	 	 	 	 
	
              Per
                Loan Fee

            	 	
              $

            	
              (44.00

            	
              )

            
	
              Arm
                Loans

            	 	
              $

            	
              (3.00

            	
              )

            
	 	 	 	 	 
	
              Delinquent
                Servicing Fee

            	 	 	 	 
	
              >
                30 Days

            	 	
              $

            	
              (300.00

            	
              )

            
	
              Bankruptcy

            	 	
              $

            	
              -

            	 
	
              Foreclosure

            	 	
              $

            	
              -

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              Transfer
                Out Fee

            	 	 	 	 
	
              10

            	 	
              $

            	
              -

            	 
	
              11
                to 200

            	 	
              $

            	
              -

            	 
	
              >200

            	 	
              $

            	
              -

            	 
	 	 	 	 	 
	
              Other
                Adjustments

            	 	 	 	 
	
              Net
                (Advances)/Recovery

            	 	
              $

            	
              (4,000.00

            	
              )

            
	 	 	 	 	 
	 	 	 	 	 
	
              Total
                Due To (From) Client

            	 	
              $

            	
              618,557.10

            	 


    

     

    
      
        
        

      

      
        Exh.
          17-1

        
          

        

      

      
        
        

      

    

     

    
      	
              GMAC
                Mortgage, LLC

            	
              Monthly
                Default Reporting:
                Delinquency

            	
              RUN
                DATE: 

            
	
              9/28/2004
                5:41:03 PM

            	 	 	 
	
              Default
                Systems
                Support

            	LOAN STATUS AS OF:
	August 2004 End of month	 
	
               3451
                Hammond Avenue

            	 	 	 
	
              Waterloo,
                IA 50702

            	 	 	 
	 	 	 	 
	
               DSU
                Mailing

            	 	 	 
	 	 	 	 
	 Investor ID #:
              xxxxx	 Investor Name: Oak
              Street	 Mailing
              Code:	 


    

     

    
      	Investor Ln #	Payment Due	Payment	Current Principal 	 	 
	GMAC Ln #	Customer
              Information  	Date / Loan Type	 	Amount Balance
	 	 	 	 	 	 
	 	D30	# of Lns this stage of
              delq:	
              3

            	 	Delinquency UPB 1,197,210.97
	 	 	 	 	 	 
	xxxxxxxxx	Customer Name    8/1/2004 	
               2,839.38

            	 	473,447.79 RESN
              DELNQCY 
              Payment Adjustment
	 	 	 	 	 	 
	xxxxxxxxxx	Property Street Address	 	BREACH
              LETTER  	 	5/17/2004
	 	Conv	 	 	 	 
	 	Property City	LAST INSPECTION
              DATE	 	 	 
	 	Property State	Property Zip	OCCUPANCY STATUS	 	
               Owner
                Occupied

            
	 	 	 	 	 	 
	 	Delinquency Category
              Key:	 	 	 


    

     

    D30
      = Loans 30 to 59 Days Delinquent based on MBA calculation

     

    D60
      = Loans 60 to 89 Days Delinquent based on MBA calculation

     

    D90
      = Loans 90 or more Days Delinquent based on MBA
      calculation

    
       

      
        	
                GMAC
                  Mortgage, LLC

              	
                Monthly
                  Default Reporting:
                  Foreclosure

              	
                RUN
                  DATE: 

              
	
              	 	 	 
	
                Default
                  Systems
                  Support

              	LOAN STATUS AS OF:
	
              	 
	
                 3451
                  Hammond Avenue

              	 	 	 
	
                Waterloo,
                  IA 50702

              	 	 	 
	 	 	 	 
	
                 DSU
                  Mailing
                  Code:

              	 	 	 
	 	 	 	 
	 Investor:
                xxxxx	 Investor Name:
                	
              	 


      

       

      
        	Investor Ln #	Loan	Payment Due	Principal	 	 
	GMAC Ln #	Customer
                Information  	Type	Date 	 	
              
	 	 	 	 	 	 
	xxxxxxxxxx	Customer Name	FHA	4/1/2004 	48,014.81	 	Default  
                other
	 	 	 	 	 	 
	xxxxxxxxxx 	Property Address	FC Atty Referral	8/5/2004	 	5/17/2004
	 	Property City	First Legal Date	 	 	 
	 	Property State	Property Zip	FC Restart
                Date	 	 
	 	FC Scheduled Date	
              	
              	 	
              
	 	FC Sale Held 	 	 	 	 
	 	FC Judgement
                Date	 	 	 
	 	Post Sale Redemption
                Expired Date	 	 	 


      

    

     

    
      
        
        

      

      
        Exh.
          17-2

        
          

        

      

      
        
        

      

    

    
      
         

        
          	
                  GMAC
                    Mortgage, LLC

                	
                  Monthly
                    Default Reporting:
                    Bankruptcy

                	
                  RUN
                    DATE: 

                
	
                	 	 	 
	
                  Default
                    Systems
                    Support

                	LOAN STATUS AS OF:
	
                	 
	
                   3451
                    Hammond Avenue

                	 	 	 
	
                  Waterloo,
                    IA 50702

                	 	 	 
	
                  DSU
                    Mailing

                	 	 	 
	 	 	 	 
	 Investor ID :
                  xxxxx	 Investor Name:
                  	 Mailing
                  Code:	 


        

         

        
          	Investor Ln #	Customer
                  Information	Loan Type	Payment	 	Current 
	 	Due Date 	Principal	BK	 	 
	GMAC Ln #	Balance 	BK Case Data	Chap #	 	 
	 	 	 	 	 	 
	xxxxxxxxxx	Customer Name	FHA	4/1/2004	81,339.32	 	BK Case # 000000 07
	 	 	 	 	 	 
	xxxxxxxxxx	Customer Property Address	
                	BK Filed
                  Date	 	7/16/2004
	 	Property City	BK Post Petition Due
                  Date 	4/1/2004	 	 
	 	Property State	Property Zip	BK Atty
                  Referral  	 	7/22/2004
	 	BK Stipulation	
                	
                	 	
                
	 	Last Inspection
                  Date: 8/12/2004	 	 	 


        

      

    

     

    
      
        
        

      

      
        Exh.
          17-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      18

    


    SERVICER
      RATINGS

    


    Servicer
      Ratings from Standard & Poors

    


    
      	
              Residential

            	 	
              Strong

            
	
              Alternative

            	 	
              Strong

            
	
              Subprime

            	 	
              Above
                Average

            
	
              Special

            	 	
              Above
                Average

            


    

     

    Servicer
      Ratings from Fitch

    


    
      	
              Prime

            	 	
              RPS1

            
	
              Subprime

            	 	
              RPS1

            
	
              Home
                Equity

            	 	
              RPS1

            
	
              HLTV

            	 	
              RPS1

            
	
              Alt-A

            	 	
              RPS1

            
	
              Special
                Servicing

            	 	
              RSS1

            


    

     

    
      
        
        

      

      
        Exh.
          18-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      19

    


    FORM
      OF POOLING AND SERVICING AGREEMENT

     

    
      
        
        

      

      
        Exh.
          19-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      20

    


    FORM
      OF ANNUAL CERTIFICATION

     

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

     

    I
      am,
      ________________________________, the _______________________ of [NAME OF
      SERVICER] and, in such capacity, the officer in charge of the Servicer’s
      responsibility on Exhibit [ ] to the Agreement. I hereby certify to [the Owner],
      [the Depositor], and the [Master Servicer] [Securities Administrator] [Trustee],
      and their officers, with the knowledge and intent that they will rely upon
      this
      certification, that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Servicer provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Servicer’s compliance with the servicing criteria
      set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
      in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all other data, servicing reports, officer’s certificates and
      information relating to the performance of the Servicer under the terms of
      the
      Agreement during 200[ ] that were delivered to the [Depositor] [Master Servicer]
      [Securities Administrator] [Trustee] pursuant to the Agreement (collectively,
      the “Servicer Servicing Information”);

     

    (2) Based
      on
      my knowledge, the reports and information comprising the Servicer Servicing
      Information, taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in the light of the circumstances under which such statements were made,
      not misleading as of the period covered by or the date of such reports or
      information or the date of this certification;

     

    (3) Based
      on
      my knowledge, all of the Servicer Servicing Information required to be provided
      by the Servicer under the Agreement has been provided to the [Depositor] [Master
      Servicer] [Securities Administrator] [Trustee];

     

    (4) I
      am
      responsible for reviewing the activities performed by the Servicer under the
      Agreement, and based on my knowledge and the compliance review conducted in
      preparing the Compliance Statement and except as disclosed in the Compliance
      Statement, the Servicing Assessment or the Attestation Report, the Servicer
      has
      fulfilled its obligations under the Agreement in all material respects;
      and

    


    (5) The
      Compliance Statement required to be delivered by the Servicer pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Servicer and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
      instances of noncompliance described in such reports have been disclosed to
      the
      [Depositor] [Master Servicer]. Any material instance of noncompliance with
      the
      Servicing Criteria has been disclosed in such reports.

     

    
      	 	 	 
	 	GMAC
              MORTGAGE,
              LLC
	 	(Servicer)
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	
              Title:
                

              Date:

            


    

     

    
      
        
        

      

      
        Exh.
          20-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      21

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


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

    


    
      	
              Servicing
                Criteria

            	 	
              Applicable

              Servicing

            
	
              Reference

            	 	
              Criteria

            	 	
              Criteria

            
	 	 	
              General
                Servicing Considerations

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(i)

            	 	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(1)(ii)

            	 	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(1)(iii)

            	 	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.

            	 	 
	 	 	 	 	 
	
              1122(d)(1)(iv)

            	 	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	 	 	
              Cash
                Collection and Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(2)(i)

            	 	
              Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(ii)

            	 	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(iii)

            	 	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(iv)

            	 	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(v)

            	 	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(vi)

            	 	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(2)(vii)

            	 	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 	
              X

            


    

     

    
      
        
        

      

      
        Exh.
          21-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	 	
              Applicable
                
                Servicing

              

            
	
              Reference

            	 	
              Criteria

            	 	
              Criteria

            
	 	 	
              Investor
                Remittances and Reporting

            	 	 
	 	 	 	 	 
	
              1122(d)(3)(i)

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

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(3)(ii)

            	 	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(3)(iii)

            	 	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(3)(iv)

            	 	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	 	
              X

            
	 	 	 	 	 
	 	 	
              Pool
                Asset Administration

            	 	 
	 	 	 	 	 
	
              1122(d)(4)(i)

            	 	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(ii)

            	 	
              Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(iii)

            	 	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 	
               

              X

            
	 	 	 	 	 
	
              1122(d)(4)(iv)

            	 	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(v)

            	 	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(vi)

            	 	
              Changes
                with respect to the terms or status of an obligor’s mortgage loans (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(vii)

            	 	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 	
              X

            


    

     

    
      
        
        

      

      
        Exh.
          21-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	 	Applicable

              Servicing

            
	
              Reference

            	 	
              Criteria

            	 	
              Criteria

            
	
              1122(d)(4)(viii)

            	 	
              Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(ix)

            	 	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(x)

            	 	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xi)

            	 	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xii)

            	 	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xiii)

            	 	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xiv)

            	 	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 	
              X

            
	 	 	 	 	 
	
              1122(d)(4)(xv)

            	 	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 	 


    

     

    
      
        
        

      

      
        Exh.
          21-3

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

    


    MORTGAGE
      LOAN SCHEDULE

    


    [PROVIDED
      UPON REQUEST]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

    


    [RESERVED]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3

    


    [RESERVED]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      4

    


    STANDARD
      FILE LAYOUT - DELINQUENCY REPORTING AND REALIZED LOSSES AND
      GAINS


    


    Exhibit
      : Standard
      File Layout - Delinquency Reporting

    


    
      	
              Column/Header
                Name

            	 	
              Description

            	 	
              Decimal

            	 	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	 	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              LOAN_NBR

            	 	
              A
                unique identifier assigned to each loan by the originator.

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              CLIENT_NBR

            	 	
              Servicer
                Client Number

            	 	 	 	 
	 	 	 	 	 	 	 
	
              SERV_INVESTOR_NBR

            	 	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              BORROWER_FIRST_NAME

            	 	
              First
                Name of the Borrower.

            	 	 	 	 
	 	 	 	 	 	 	 
	
              BORROWER_LAST_NAME

            	 	
              Last
                name of the borrower.

            	 	 	 	 
	 	 	 	 	 	 	 
	
              PROP_ADDRESS

            	 	
              Street
                Name and Number of Property

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              PROP_STATE

            	 	
              The
                state where the property located.

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              PROP_ZIP

            	 	
              Zip
                code where the property is located.

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              BORR_NEXT_PAY_DUE_DATE

            	 	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              LOAN_TYPE

            	 	
              Loan
                Type (i.e. FHA, VA, Conv)

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              BANKRUPTCY_FILED_DATE

            	 	
              The
                date a particular bankruptcy claim was filed.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              BANKRUPTCY_CHAPTER_CODE

            	 	
              The
                chapter under which the bankruptcy was filed.

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              BANKRUPTCY_CASE_NBR

            	 	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              POST_PETITION_DUE_DATE

            	 	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	 	
              The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted. 

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              LOSS_MIT_APPR_DATE

            	 	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              LOSS_MIT_TYPE

            	 	
              The
                Type Of Loss Mitigation Approved For A Loan Such As;

            	 	 	 	 
	 	 	 	 	 	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	 	
              The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              LOSS_MIT_ACT_COMP_DATE

            	 	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FRCLSR_APPROVED_DATE

            	 	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              ATTORNEY_REFERRAL_DATE

            	 	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FIRST_LEGAL_DATE

            	 	
              Notice
                of 1st legal filed by an Attorney in a Foreclosure Action

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FRCLSR_SALE_EXPECTED_DATE

            	 	
              The
                date by which a foreclosure sale is expected to occur.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FRCLSR_SALE_DATE

            	 	
              The
                actual date of the foreclosure sale.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FRCLSR_SALE_AMT

            	 	
              The
                amount a property sold for at the foreclosure sale.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	 	
              The
                date the servicer initiates eviction of the borrower.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              EVICTION_COMPLETED_DATE

            	 	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              LIST_PRICE

            	 	
              The
                price at which an REO property is marketed.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              LIST_DATE

            	 	
              The
                date an REO property is listed at a particular price.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              OFFER_AMT

            	 	
              The
                dollar value of an offer for an REO property.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	 	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              REO_CLOSING_DATE

            	 	
              The
                date the REO sale of the property is scheduled to close.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              REO_ACTUAL_CLOSING_DATE

            	 	
              Actual
                Date Of REO Sale

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              OCCUPANT_CODE

            	 	
              Classification
                of how the property is occupied.

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              PROP_CONDITION_CODE

            	 	
              A
                code that indicates the condition of the property.

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              PROP_INSPECTION_DATE

            	 	
              The
                date a property inspection is performed.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              APPRAISAL_DATE

            	 	
              The
                date the appraisal was done.

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              CURR_PROP_VAL

            	 	
               The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	 	
              2

            	 	
               

            
	 	 	 	 	 	 	 
	
              REPAIRED_PROP_VAL

            	 	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	 	
              2

            	 	
               

            
	 	 	 	 	 	 	 
	
              If
                applicable:

            	 	
               

            	 	 	 	
               

            
	 	 	 	 	 	 	 
	
              DELINQ_STATUS_CODE

            	 	
              FNMA
                Code Describing Status of Loan

            	 	 	 	 
	 	 	 	 	 	 	 
	
              DELINQ_REASON_CODE

            	 	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 	 	 
	 	 	 	 	 	 	 
	
              MI_CLAIM_FILED_DATE

            	 	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	 	 	
              MM/DD/YYYY

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              MI_CLAIM_AMT

            	 	
              Amount
                of Mortgage Insurance Claim Filed

            	 	 	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              MI_CLAIM_PAID_DATE

            	 	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              MI_CLAIM_AMT_PAID

            	 	
              Amount
                Mortgage Insurance Company Paid On Claim

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              POOL_CLAIM_FILED_DATE

            	 	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              POOL_CLAIM_AMT

            	 	
              Amount
                of Claim Filed With Pool Insurance Company

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              POOL_CLAIM_PAID_DATE

            	 	
              Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              POOL_CLAIM_AMT_PAID

            	 	
              Amount
                Paid On Claim By Pool Insurance Company

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              FHA_PART_A_CLAIM_FILED_DATE

            	 	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FHA_PART_A_CLAIM_AMT

            	 	
               Amount
                of FHA Part A Claim Filed

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              FHA_PART_A_CLAIM_PAID_DATE

            	 	
               Date
                HUD Disbursed Part A Claim Payment

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FHA_PART_A_CLAIM_PAID_AMT

            	 	
               Amount
                HUD Paid on Part A Claim

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              FHA_PART_B_CLAIM_FILED_DATE

            	 	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FHA_PART_B_CLAIM_AMT

            	 	
                Amount
                of FHA Part B Claim Filed

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	 	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FHA_PART_B_CLAIM_PAID_AMT

            	 	
               Amount
                HUD Paid on Part B Claim

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              VA_CLAIM_FILED_DATE

            	 	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              VA_CLAIM_PAID_DATE

            	 	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	 	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              VA_CLAIM_PAID_AMT

            	 	
               Amount
                Veterans Admin. Paid on VA Claim

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            


    

    
       

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

    

      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              MOTION_FOR_RELIEF_DATE

            	 	
              The
                date the Motion for Relief was filed

            	 	
              10

            	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              FRCLSR_BID_AMT

            	 	
              The
                foreclosure sale bid amount

            	 	
              11

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              FRCLSR_SALE_TYPE

            	 	
              The
                foreclosure sales results: REO, Third Party, Conveyance to
                HUD/VA

            	 	
               

            	 	
               

            
	 	 	 	 	 	 	 
	
              REO_PROCEEDS

            	 	
              The
                net proceeds from the sale of the REO property. 

            	 	
               

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              BPO_DATE

            	 	
              The
                date the BPO was done.

            	 	
               

            	 	
               

            
	 	 	 	 	 	 	 
	
              CURRENT_FICO

            	 	
              The
                current FICO score

            	 	
               

            	 	
               

            
	 	 	 	 	 	 	 
	
              HAZARD_CLAIM_FILED_DATE

            	 	
              The
                date the Hazard Claim was filed with the Hazard Insurance
                Company.

            	 	
              10

            	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              HAZARD_CLAIM_AMT

            	 	
              The
                amount of the Hazard Insurance Claim filed.

            	 	
              11

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              HAZARD_CLAIM_PAID_DATE

            	 	
              The
                date the Hazard Insurance Company disbursed the claim
                payment.

            	 	
              10

            	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              HAZARD_CLAIM_PAID_AMT

            	 	
              The
                amount the Hazard Insurance Company paid on the claim.

            	 	
              11

            	 	
              No
                commas(,) or dollar signs ($)

            
	 	 	 	 	 	 	 
	
              ACTION_CODE

            	 	
              Indicates
                loan status

            	 	 	 	
              Number

            
	 	 	 	 	 	 	 
	
              NOD_DATE

            	 	
               

            	 	
               

            	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              NOI_DATE

            	 	
               

            	 	
               

            	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              ACTUAL_PAYMENT_PLAN_START_DATE

            	 	
               

            	 	
               

            	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              ACTUAL_PAYMENT_
                PLAN_END_DATE

            	 	
               

            	 	
               

            	 	
               

            
	 	 	 	 	 	 	 
	
              ACTUAL_REO_START_DATE

            	 	
               

            	 	
               

            	 	
              MM/DD/YYYY

            
	 	 	 	 	 	 	 
	
              REO_SALES_PRICE

            	 	
               

            	 	
               

            	 	
              Number

            
	 	 	 	 	 	 	 
	
              REALIZED_LOSS/GAIN

            	 	
              As
                defined in the Servicing Agreement

            	 	
               

            	 	
              Number

            


    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting


     

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

    

      
        	 	
                ·

              	
                ASUM-

              	
                Approved
                  Assumption

              
	 	 	 	 
	 	
                ·

              	
                BAP-

              	
                Borrower
                  Assistance Program

              
	 	 	 	 
	 	
                ·

              	
                CO-

              	
                Charge
                  Off

              
	 	 	 	 
	 	
                ·

              	
                DIL-

              	
                Deed-in-Lieu

              
	 	 	 	 
	 	
                ·

              	
                FFA-

              	
                Formal
                  Forbearance Agreement

              
	 	 	 	 
	 	
                ·

              	
                MOD-

              	
                Loan
                  Modification

              
	 	 	 	 
	 	
                ·

              	
                PRE-

              	
                Pre-Sale

              
	 	 	 	 
	 	
                ·

              	
                SS-

              	
                Short
                  Sale

              
	 	 	 	 
	
              	
                ·

              	
                MISC-

              	
                Anything
                  else approved by the PMI or Pool
                  Insurer

              


      

    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	
              ·

            	
              Mortgagor

            


    

     

    
      	 	
              ·

            	
              Tenant

            


    

     

    
      	 	
              ·

            	
              Unknown
                

            


    

     

    
      	 	
              ·

            	
              Vacant

            


    

     

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


     

    
      	
            	·	
              Damaged

            


    

     

    
      	
            	·	
              Excellent

            


    

     

    
      	
            	·	
              Fair

            


    

     

    
      	
            	·	
              Gone

            


    

     

    
      	
            	·	
              Good

            


    

     

    
      	
            	·	
              Poor

            


    

     

    
      	
            	·	
              Special
                Hazard

            


    

     

    
      	
            	·	
              Unknown

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued


     

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

    


    
      	
              Delinquency
                Code

            	 	
              Delinquency
                Description

            
	
              001

            	 	
              FNMA-Death
                of principal mortgagor

            
	 	 	 
	
              002

            	 	
              FNMA-Illness
                of principal mortgagor

            
	 	 	 
	
              003

            	 	
              FNMA-Illness
                of mortgagor’s family member

            
	 	 	 
	
              004

            	 	
              FNMA-Death
                of mortgagor’s family member

            
	 	 	 
	
              005

            	 	
              FNMA-Marital
                difficulties

            
	 	 	 
	
              006

            	 	
              FNMA-Curtailment
                of income

            
	 	 	 
	
              007

            	 	
              FNMA-Excessive
                Obligation

            
	 	 	 
	
              008

            	 	
              FNMA-Abandonment
                of property

            
	 	 	 
	
              009

            	 	
              FNMA-Distant
                employee transfer

            
	 	 	 
	
              011

            	 	
              FNMA-Property
                problem

            
	 	 	 
	
              012

            	 	
              FNMA-Inability
                to sell property

            
	 	 	 
	
              013

            	 	
              FNMA-Inability
                to rent property

            
	 	 	 
	
              014

            	 	
              FNMA-Military
                Service

            
	 	 	 
	
              015

            	 	
              FNMA-Other

            
	 	 	 
	
              016

            	 	
              FNMA-Unemployment

            
	 	 	 
	
              017

            	 	
              FNMA-Business
                failure

            
	 	 	 
	
              019

            	 	
              FNMA-Casualty
                loss

            
	 	 	 
	
              022

            	 	
              FNMA-Energy
                environment costs

            
	 	 	 
	
              023

            	 	
              FNMA-Servicing
                problems

            
	 	 	 
	
              026

            	 	
              FNMA-Payment
                adjustment

            
	 	 	 
	
              027

            	 	
              FNMA-Payment
                dispute

            
	 	 	 
	
              029

            	 	
              FNMA-Transfer
                of ownership pending

            
	 	 	 
	
              030

            	 	
              FNMA-Fraud

            
	 	 	 
	
              031

            	 	
              FNMA-Unable
                to contact borrower

            
	 	 	 
	
              INC

            	 	
              FNMA-Incarceration

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued


     

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

    


    
      	
              Status
                Code

            	 	
              Status
                Description

            
	
              09

            	 	
              Forbearance

            
	 	 	 
	
              17

            	 	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	 	 	 
	
              24

            	 	
              Government
                Seizure

            
	 	 	 
	
              26

            	 	
              Refinance

            
	 	 	 
	
              27

            	 	
              Assumption

            
	 	 	 
	
              28

            	 	
              Modification

            
	 	 	 
	
              29

            	 	
              Charge-Off

            
	 	 	 
	
              30

            	 	
              Third
                Party Sale

            
	 	 	 
	
              31

            	 	
              Probate

            
	 	 	 
	
              32

            	 	
              Military
                Indulgence

            
	 	 	 
	
              43

            	 	
              Foreclosure
                Started

            
	 	 	 
	
              44

            	 	
              Deed-in-Lieu
                Started

            
	 	 	 
	
              49

            	 	
              Assignment
                Completed

            
	 	 	 
	
              61

            	 	
              Second
                Lien Considerations

            
	 	 	 
	
              62

            	 	
              Veteran’s
                Affairs-No Bid

            
	 	 	 
	
              63

            	 	
              Veteran’s
                Affairs-Refund

            
	 	 	 
	
              64

            	 	
              Veteran’s
                Affairs-Buydown

            
	 	 	 
	
              65

            	 	
              Chapter
                7 Bankruptcy

            
	 	 	 
	
              66

            	 	
              Chapter
                11 Bankruptcy

            
	 	 	 
	
              67

            	 	
              Chapter
                13 Bankruptcy

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    Prepared
      by: __________________   Date:
      _______________

     

    Phone:
      ______________________  Email Address:
      _____________________


    


    
      	
              Servicer
                Loan No.

            	 	
              Servicer
                Name

            	 	
              Servicer
                Address

            


    

     

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

    


    Borrower's
      Name: _________________________________________________________

     

    Property
      Address: _________________________________________________________

    


    Liquidation
      Type: REO Sale  
      3rd
      Party Sale  Short
      Sale        Charge
      Off 

    


    Was
      this loan granted a Bankruptcy deficiency or cramdown    
Yes     
      No

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

    


    Liquidation
      and Acquisition Expenses:

    

      
        	
                (1)

              	 	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	 	
                $
                  ______________

              	 	
                (1)

              
	 	 	 	 	 	 	 
	
                (2)

              	 	
                Interest
                  accrued at Net Rate

              	 	
                ________________

              	 	
                (2)

              
	 	 	 	 	 	 	 
	
                (3)

              	 	
                Accrued
                  Servicing Fees

              	 	
                ________________

              	 	
                (3)

              
	 	 	 	 	 	 	 
	
                (4)

              	 	
                Attorney's
                  Fees

              	 	
                ________________

              	 	
                (4)

              
	 	 	 	 	 	 	 
	
                (5)

              	 	
                Taxes
                  (see page 2)

              	 	
                ________________

              	 	
                (5)

              
	 	 	 	 	 	 	 
	
                (6)

              	 	
                Property
                  Maintenance

              	 	
                ________________

              	 	
                (6)

              
	 	 	 	 	 	 	 
	
                (7)

              	 	
                MI/Hazard
                  Insurance Premiums (see page 2)

              	 	
                ________________

              	 	
                (7)

              
	 	 	 	 	 	 	 
	
                (8)

              	 	
                Utility
                  Expenses

              	 	
                ________________

              	 	
                (8)

              
	 	 	 	 	 	 	 
	
                (9)

              	 	
                Appraisal/BPO

              	 	
                ________________

              	 	
                (9)

              
	 	 	 	 	 	 	 
	
                (10)

              	 	
                Property
                  Inspections

              	 	
                ________________

              	 	
                (10)

              
	 	 	 	 	 	 	 
	
                (11)

              	 	
                FC
                  Costs/Other Legal Expenses

              	 	
                ________________

              	 	
                (11)

              
	 	 	 	 	 	 	 
	
                (12)

              	 	
                Other
                  (itemize)

              	 	
                ________________

              	 	
                (12)

              
	 	 	
                Cash
                  for Keys__________________________

              	 	
                ________________

              	 	
                (12)

              
	 	 	
                HOA/Condo
                  Fees_______________________

              	 	
                ________________

              	 	
                (12)

              
	 	 	
                ______________________________________

              	 	
                ________________

              	 	
                (12)

              
	 	 	
                 

              	 	 	 	 
	 	 	
                Total
                  Expenses

              	 	
                $
                  _______________

              	 	
                (13)

              
	
                Credits:

              	 	 	 	 	 	 
	
                (14)

              	 	
                Escrow
                  Balance

              	 	
                $
                  _______________

              	 	
                (14)

              
	 	 	 	 	 	 	 
	
                (15)

              	 	
                HIP
                  Refund

              	 	
                ________________

              	 	
                (15)

              
	 	 	 	 	 	 	 
	
                (16)

              	 	
                Rental
                  Receipts

              	 	
                ________________

              	 	
                (16)

              
	 	 	 	 	 	 	 
	
                (17)

              	 	
                Hazard
                  Loss Proceeds

              	 	
                ________________

              	 	
                (17)

              
	 	 	 	 	 	 	 
	
                (18)

              	 	
                Primary
                  Mortgage Insurance / Gov’t Insurance

              	 	
                ________________

              	 	
                (18a)
                  

              
	 	 	 	 	 	 	 
	
                HUD
                  Part A

              	 	 	 	 
	 	 	 	 	
                _________________

              	 	
                (18b)

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	HUD Part
                B	 	 	 	 	 	 
	(19)	 	Pool
                Insurance
                Proceeds	 	________________	 	(19)
	 	 	 	 	 	 	 
	(20)	 	Proceeds
                from Sale
                of Acquired Property	 	________________	 	(20)
	 	 	 	 	 	 	 
	(21)	 	Other
                (itemize)	 	________________	 	(21)
	 	 	 	 	 	 	 
	 	 	_________________________________________	 	________________	 	(21)
	 	 	 	 	 	 	 
	 	 	Total
                Credits	 	$________________	 	(22)
	Total
                Realized Loss (or Amount of Gain)	 	$________________	 	(23)


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Escrow
      Disbursement Detail


    


    
      	
              Type

              (Tax
                /Ins.)

            	 	
              Date
                Paid

            	 	
              Period
                of Coverage

            	 	
              Total
                Paid

            	 	
              Base
                Amount

            	 	
              Penalties

            	 	
              Interest

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5

    


    STANDARD
      FILE LAYOUT- MASTER SERVICING 

     

    
      
        
          	
                  Standard
                    File Layout - Master Servicing 

                	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                  Column
                    Name

                	 	
                  Description

                	 	
                  Decimal

                	 	
                  Format
                    Comment

                	 	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

                	 	
                  A
                    value assigned by the Servicer to define a group of loans.

                	 	
                   

                	 	
                  Text
                    up to 10 digits

                	 	
                  20

                
	 	 	 	 	 	 	 	 	 
	
                  LOAN_NBR

                	 	
                  A
                    unique identifier assigned to each loan by the investor.

                	 	
                   

                	 	
                  Text
                    up to 10 digits

                	 	
                  10

                
	 	 	 	 	 	 	 	 	 
	
                  SERVICER_LOAN_NBR

                	 	
                  A
                    unique number assigned to a loan by the Servicer. This may be
                    different
                    than the LOAN_NBR.

                	 	
                   

                	 	
                  Text
                    up to 10 digits

                	 	
                  10

                
	 	 	 	 	 	 	 	 	 
	
                  BORROWER_NAME

                	 	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	 	
                   

                	 	
                  Maximum
                    length of 30 (Last, First)

                	 	
                  30

                
	 	 	 	 	 	 	 	 	 
	
                  SCHED_PAY_AMT

                	 	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  NOTE_INT_RATE

                	 	
                  The
                    loan interest rate as reported by the Servicer.

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  NET_INT_RATE

                	 	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_FEE_RATE

                	 	
                  The
                    servicer's fee rate for a loan as reported by the Servicer.
                    

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_FEE_AMT

                	 	
                  The
                    servicer's fee amount for a loan as reported by the Servicer.
                    

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  NEW_PAY_AMT

                	 	
                  The
                    new loan payment amount as reported by the Servicer. 

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  NEW_LOAN_RATE

                	 	
                  The
                    new loan rate as reported by the Servicer. 

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  ARM_INDEX_RATE

                	 	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  ACTL_BEG_PRIN_BAL

                	 	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  ACTL_END_PRIN_BAL

                	 	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  BORR_NEXT_PAY_DUE_DATE

                	 	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                	
                        Standard
                          File Layout - Master Servicing 

                      	 	 	 	 	 	 
	 	 	 	 	 	 	 


              

            

          

        

        
          	
                  Column
                    Name

                	 	
                  Description

                	 	
                  Decimal

                	 	
                  Format
                    Comment

                	 	
                  Max
                    Size

                
	
                  SERV_CURT_AMT_1

                	 	
                  The
                    first curtailment amount to be applied.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_CURT_DATE_1

                	 	
                  The
                    curtailment date associated with the first curtailment amount.
                    

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  CURT_ADJ_
                    AMT_1

                	 	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  SERV_CURT_AMT_2

                	 	
                  The
                    second curtailment amount to be applied.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  SERV_CURT_DATE_2

                	 	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  CURT_ADJ_
                    AMT_2

                	 	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  SERV_CURT_AMT_3

                	 	
                  The
                    third curtailment amount to be applied.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  SERV_CURT_DATE_3

                	 	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  CURT_ADJ_AMT_3

                	 	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  PIF_AMT

                	 	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  PIF_DATE

                	 	
                  The
                    paid in full date as reported by the Servicer.

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	
                   

                	 	 	 	 	 	 
	
                   

                	 	
                   

                	 	
                   

                	 	 	 	 
	
                  ACTION_CODE

                	 	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                	 	 	 	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO

                	 	
                  2

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  INT_ADJ_AMT

                	 	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  SOLDIER_SAILOR_ADJ_AMT

                	 	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  NON_ADV_LOAN_AMT

                	 	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  LOAN_LOSS_AMT

                	 	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  SCHED_BEG_PRIN_BAL

                	 	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  SCHED_END_PRIN_BAL

                	 	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                	
                        Standard
                          File Layout - Master Servicing 

                      	 	 	 	 	 	 
	 	 	 	 	 	 	 


              

            

          

        

        
          	
                  Column
                    Name

                	 	
                  Description

                	 	
                  Decimal

                	 	
                  Format
                    Comment

                	 	
                  Max
                    Size

                
	
                  SCHED_PRIN_AMT

                	 	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  SCHED_NET_INT

                	 	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  ACTL_PRIN_AMT

                	 	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  ACTL_NET_INT

                	 	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  PREPAY_PENALTY_
                    AMT

                	 	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer. 

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  PREPAY_PENALTY_
                    WAIVED

                	 	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	
                   

                	 	
                   

                	 	
                   

                	 	
                   

                	 	
                   

                
	
                  MOD_DATE

                	 	
                  The
                    Effective Payment Date of the Modification for the loan.

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  MOD_TYPE

                	 	
                  The
                    Modification Type.

                	 	
                   

                	 	
                  Varchar
                    - value can be alpha or numeric

                	 	
                  30

                
	 	 	
                   

                	 	 	 	 	 	 
	
                  DELINQ_P&I_ADVANCE_AMT

                	 	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	
                   

                	 	 	 	 	 	 
	
                   

                  BREACH_FLAG

                	 	
                  Flag
                    to indicate if the repurchase of a loan is due to a breach of
                    Representations and Warranties

                	 	 	 	
                  Y=Breach

                  N=NO
                    Breach

                  Let
                    blank if N/A

                	 	
                  1

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      6

    


    DATA
      REQUIREMENTS OF SERVICING ADVANCES INCURRED PRIOR TO CUT-OFF
      DATE


    


    
      	
              [LOAN
                NUMBER]

            	 	
              [PRE-CUT-OFF
                DATE ADVANCE AMOUNT]

            


    

     

    [PROVIDED
      UPON REQUEST]