EXHIBIT
      4.1

     

    
      

      

    

     

    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 May 1, 2007

     

    


     

    MortgageIT
      Securities Corp. Mortgage Loan Trust, Series 2007-1

     

    Mortgage
      Pass-Through Certificates

     

    


     

    
      

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    
      	 	
              Page

            
	 	 
	
              ARTICLE
                I       DEFINITIONS

            	
              16

            
	 	 	 
	
              SECTION
                1.01.

            	
              Defined
                Terms.

            	
              16

            
	
              SECTION
                1.02.

            	
              Allocation
                of Certain Interest Shortfalls.

            	
              121

            
	
              SECTION
                1.03.

            	
              Rights
                of the NIMS Insurer.

            	
              124

            
	 	 	 
	
              ARTICLE
                II      CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            	
              125

            
	 	 	 
	
              SECTION
                2.01.

            	
              Conveyance
                of the Mortgage Loans.

            	
              125

            
	
              SECTION
                2.02.

            	
              Acceptance
                of REMIC I by Trustee.

            	
              127

            
	
              SECTION
                2.03.

            	
              Repurchase
                or Substitution of Mortgage Loans.

            	
              127

            
	
              SECTION
                2.04.

            	
              Representations
                and Warranties of the Master Servicer.

            	
              130

            
	
              SECTION
                2.05.

            	
              Representations,
                Warranties and Covenants of Wells Fargo.

            	
              132

            
	
              SECTION
                2.06.

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

            	
              134

            
	
              SECTION
                2.07.

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

            	
              134

            
	
              SECTION
                2.08.

            	
              Issuance
                of the Residual Certificates.

            	
              135

            
	
              SECTION
                2.09.

            	
              Conveyance
                of Subsequent Mortgage Loans.

            	
              135

            
	
              SECTION
                2.10.

            	
              Establishment
                of the Trust.

            	
              138

            
	
              SECTION
                2.11.

            	
              Purpose
                and Powers of the Trust.

            	
              138

            
	
              SECTION
                2.12.

            	
              Representations
                and Warranties of the Trustee.

            	
              138

            
	
              SECTION
                2.13.

            	
              Grantor
                Trust Designations.

            	
              139

            
	 	 	 
	
              ARTICLE
                III     ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

            	
              140

            
	 	 	 
	
              SECTION
                3.01.

            	
              The
                Servicer to Act as Servicer.

            	
              140

            
	
              SECTION
                3.02.

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

            	
              144

            
	
              SECTION
                3.03.

            	
              Successor
                Sub-Servicers.

            	
              145

            
	
              SECTION
                3.04.

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

            	
              145

            
	
              SECTION
                3.05.

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

            	
              146

            
	
              SECTION
                3.06.

            	
              Collection
                of Certain Mortgage Loan Payments.

            	
              146

            
	
              SECTION
                3.07.

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

            	
              147

            
	
              SECTION
                3.08.

            	
              Collection
                Account and Distribution Account.

            	
              148

            
	
              SECTION
                3.09.

            	
              Withdrawals
                from the Collection Account and Distribution Account.

            	
              150

            
	
              SECTION
                3.10.

            	
              Investment
                of Funds in the Investment Accounts.

            	
              153

            
	
              SECTION
                3.11.

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

            	
              154

            
	
              SECTION
                3.12.

            	
              Enforcement
                of Due-on-Sale Clauses; Assumption Agreements

            	
              157

            
	
              SECTION
                3.13.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              158

            
	
              SECTION
                3.14.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            	
              160

            


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    


    
      	
              SECTION
                3.15.

            	
              Servicing
                Compensation.

            	
              161

            
	
              SECTION
                3.16.

            	
              Collection
                Account Statements.

            	
              161

            
	
              SECTION
                3.17.

            	
              Annual
                Statement as to Compliance.

            	
              162

            
	
              SECTION
                3.18.

            	
              Assessments
                of Compliance and Attestation Reports.

            	
              162

            
	
              SECTION
                3.19.

            	
              Annual
                Certification; Additional Information.

            	
              164

            
	
              SECTION
                3.20.

            	
              Access
                to Certain Documentation.

            	
              165

            
	
              SECTION
                3.21.

            	
              Title,
                Management and Disposition of REO Property.

            	
              166

            
	
              SECTION
                3.22.

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

            	
              169

            
	
              SECTION
                3.23.

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

            	
              169

            
	
              SECTION
                3.24.

            	
              Reserve
                Fund.

            	
              170

            
	
              SECTION
                3.25.

            	
              Advance
                Facility.

            	
              171

            
	
              SECTION
                3.26.

            	
              Indemnification.

            	
              173

            
	
              SECTION
                3.27.

            	
              Pre-Funding
                Account.

            	
              174

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

            	
              176

            
	 	 	 
	
              SECTION
                4.01.

            	
              Master
                Servicer.

            	
              176

            
	
              SECTION
                4.02.

            	
              REMIC-Related
                Covenants.

            	
              177

            
	
              SECTION
                4.03.

            	
              Monitoring
                of Servicers.

            	
              177

            
	
              SECTION
                4.04.

            	
              Fidelity
                Bond.

            	
              178

            
	
              SECTION
                4.05.

            	
              Power
                to Act; Procedures.

            	
              179

            
	
              SECTION
                4.06.

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	
              180

            
	
              SECTION
                4.07.

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

            	
              180

            
	
              SECTION
                4.08.

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            	
              180

            
	
              SECTION
                4.09.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	
              181

            
	
              SECTION
                4.10.

            	
              Maintenance
                of Primary Mortgage Insurance Policies.

            	
              181

            
	
              SECTION
                4.11.

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            	
              181

            
	
              SECTION
                4.12.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              182

            
	
              SECTION
                4.13.

            	
              Compensation
                for the Master Servicer.

            	
              182

            
	
              SECTION
                4.14.

            	
              REO
                Property.

            	
              182

            
	
              SECTION
                4.15.

            	
              Master
                Servicer Annual Statement of Compliance.

            	
              183

            
	
              SECTION
                4.16.

            	
              Master
                Servicer Assessments of Compliance.

            	
              184

            
	
              SECTION
                4.17.

            	
              Master
                Servicer Attestation Reports.

            	
              185

            
	
              SECTION
                4.18.

            	
              Annual
                Certification.

            	
              186

            
	
              SECTION
                4.19.

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

            	
              187

            
	
              SECTION
                4.20.

            	
              Prepayment
                Penalty Verification.

            	
              187

            
	 	 	 
	
              ARTICLE
                V       PAYMENTS
                TO CERTIFICATEHOLDERS

            	
              188

            
	 	 	 
	
              SECTION
                5.01.

            	
              Distributions.

            	
              188

            
	
              SECTION
                5.02.

            	
              Statements
                to Certificateholders.

            	
              207

            
	
              SECTION
                5.03.

            	
              Servicer
                Reports; P&I Advances.

            	
              212

            


    


    
      
        
        

      

      
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              SECTION
                5.04.

            	
              Allocation
                of Realized Losses.

            	
              213

            
	
              SECTION
                5.05.

            	
              Compliance
                with Withholding Requirements.

            	
              217

            
	
              SECTION
                5.06.

            	
              Reports
                Filed with Securities and Exchange Commission.

            	
              217

            
	
              SECTION
                5.07.

            	
              Supplemental
                Interest Trust.

            	
              222

            
	
              SECTION
                5.08.

            	
              Tax
                Treatment of Swap Payments and Swap Termination Payments.

            	
              226

            
	
              SECTION
                5.09.

            	
              Swap
                Collateral Account.

            	
              226

            
	
              SECTION
                5.10.

            	
              The
                Class 2-A-1-2 Supplemental Interest Trust

            	
              227

            
	
              SECTION
                5.11.

            	
              Class
                2-A-1-2 Swap Credit Support Annex.

            	
              230

            
	
              SECTION
                5.12.

            	
              The
                Class 2-A-1-6 Supplemental Interest Trust

            	
              231

            
	
              SECTION
                5.13.

            	
              Class
                2-A-1-6 Swap Credit Support Annex.

            	
              233

            
	
              SECTION
                5.14.

            	
              Grantor
                Trust Reporting.

            	
              234

            
	 	 	 
	
              ARTICLE
                VI      THE
                CERTIFICATES

            	
              237

            
	 	 	 
	
              SECTION
                6.01.

            	
              The
                Certificates.

            	
              237

            
	
              SECTION
                6.02.

            	
              Registration
                of Transfer and Exchange of Certificates.

            	
              239

            
	
              SECTION
                6.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	
              247

            
	
              SECTION
                6.04.

            	
              Persons
                Deemed Owners.

            	
              247

            
	
              SECTION
                6.05.

            	
              Certain
                Available Information.

            	
              247

            
	 	 	 
	
              ARTICLE
                VII     THE
                DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

            	
              248

            
	 	 	 
	
              SECTION
                7.01.

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

            	
              
                248

              

            
	
              SECTION
                7.02.

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

            	
              
                248

              

            
	
              SECTION
                7.03.

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

            	
              
                248

              

            
	
              SECTION
                7.04.

            	
              Limitation
                on Resignation of the Servicer.

            	
              
                249

              

            
	
              SECTION
                7.05.

            	
              Limitation
                on Resignation of the Master Servicer.

            	
              251

            
	
              SECTION
                7.06.

            	
              Assignment
                of Master Servicing.

            	
              
                251

              

            
	
              SECTION
                7.07.

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

            	
              
                251

              

            
	
              SECTION
                7.08.

            	
              Duties
                of the Credit Risk Manager.

            	
              
                252

              

            
	
              SECTION
                7.09.

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            	
              253

            
	
              SECTION
                7.10.

            	
              Removal
                of the Credit Risk Manager.

            	
              253

            
	 	 	 
	
              ARTICLE
                VIII   DEFAULT

            	
              254

            
	 	 	 
	
              SECTION
                8.01.

            	
              Servicer
                Events of Default.

            	
              254

            
	
              SECTION
                8.02.

            	
              Master
                Servicer to Act; Appointment of Successor.

            	
              259

            
	
              SECTION
                8.03.

            	
              Notification
                to Certificateholders.

            	
              261

            
	
              SECTION
                8.04.

            	
              Waiver
                of Servicer Events of Default.

            	
              261

            
	 	 	 
	
              ARTICLE
                IX      CONCERNING
                THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            	
              262

            
	 	 	 
	
              SECTION
                9.01.

            	
              Duties
                of Trustee and Securities Administrator.

            	
              262

            
	
              SECTION
                9.02.

            	
              Certain
                Matters Affecting Trustee and Securities Administrator.

            	
              263

            
	
              SECTION
                9.03.

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

            	
              267

            


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    


    
      	
              SECTION
                9.04.

            	
              Trustee
                and Securities Administrator May Own Certificates.

            	
              268

            
	
              SECTION
                9.05.

            	
              Fees
                and Expenses of Trustee, Custodians and Securities
                Administrator.

            	
              268

            
	
              SECTION
                9.06.

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            	
              269

            
	
              SECTION
                9.07.

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            	
              270

            
	
              SECTION
                9.08.

            	
              Successor
                Trustee or Securities Administrator.

            	
              271

            
	
              SECTION
                9.09.

            	
              Merger
                or Consolidation of Trustee or Securities Administrator.

            	
              
                271

              

            
	
              SECTION
                9.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	
              272

            
	
              SECTION
                9.11.

            	
              Appointment
                of Office or Agency.

            	
              273

            
	
              SECTION
                9.12.

            	
              Representations
                and Warranties.

            	
              273

            
	 	 	 
	
              ARTICLE
                X       TERMINATION

            	
              275

            
	 	 	 
	
              SECTION
                10.01.

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans.

            	
              275

            
	
              SECTION
                10.02.

            	
              Additional
                Termination Requirements.

            	
              278

            
	 	 	 
	
              ARTICLE
                XI       REMIC
                PROVISIONS

            	
              280

            
	 	 	 
	
              SECTION
                11.01.

            	
              REMIC
                Administration.

            	
              280

            
	
              SECTION
                11.02.

            	
              Prohibited
                Transactions and Activities.

            	
              283

            
	
              SECTION
                11.03.

            	
              Indemnification.

            	
              283

            
	 	 	 
	
              ARTICLE
                XII     MISCELLANEOUS
                PROVISIONS

            	
              284

            
	 	 	 
	
              SECTION
                12.01.

            	
              Amendment.

            	
              284

            
	
              SECTION
                12.02.

            	
              Recordation
                of Agreement; Counterparts.

            	
              285

            
	
              SECTION
                12.03.

            	
              Limitation
                on Rights of Certificateholders.

            	
              286

            
	
              SECTION
                12.04.

            	
              Governing
                Law.

            	
              
                286

              

            
	
              SECTION
                12.05.

            	
              Notices.

            	
              
                286

              

            
	
              SECTION
                12.06.

            	
              Severability
                of Provisions.

            	
              287

            
	
              SECTION
                12.07.

            	
              Notice
                to Rating Agencies and the NIMS Insurer.

            	
              287

            
	
              SECTION
                12.08.

            	
              Article
                and Section References.

            	
              288

            
	
              SECTION
                12.09.

            	
              Grant
                of Security Interest.

            	
              288

            
	
              SECTION
                12.10.

            	
              Survival
                of Indemnification.

            	
              289

            
	
              SECTION
                12.11.

            	
              Servicing
                Agreement.

            	
              289

            
	
              SECTION
                12.12.

            	
              Intention
                of the Parties and Interpretation.

            	
              289

            
	
              SECTION
                12.13.

            	
              Indemnification.

            	
              290

            
	
              SECTION
                12.14.

            	
              The
                Swap Provider, Class 2-A-1-2 Certificate Swap Provider and Class
                2-A-1-6
                Certificate Swap Provider as Third Party Beneficiaries.

            	
              290

            


    

    


    


    Exhibits

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Class 1-A-1, 2-A-1-[1][3][4][5][7] Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class 2-A-1-[2][6] Certificate

            
	
              Exhibit
                A-3

            	
              Form
                of Class M Certificate

            
	
              Exhibit
                A-4

            	
              Form
                of Class CE Certificate

            
	
              Exhibit
                A-5

            	
              Form
                of Class P Certificate

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      	
              Exhibit
                A-6

            	
              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 Class P Certificates, Class
                CE
                Certificates and 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 Class P Certificates and
                Class
                CE Certificates to Regulation S Under the Securities
                Act

            
	
              Exhibit
                B-3

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

            
	
              Exhibit
                B-4

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

            
	
              Exhibit
                C

            	
              Form
                of Back-Up Certification

            
	
              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-1

            	
              Certificate
                Swap I

            
	
              Exhibit
                I-2

            	
              Certificate
                Swap II

            
	
              Exhibit
                I-3

            	
              Certificate
                Swap III

            
	
              Exhibit
                J

            	
              Class
                2-A-1-2 Certificate Swap Agreement

            
	
              Exhibit
                K

            	
              Class
                2-A-1-6 Certificate Swap Agreement

            
	
              Exhibit
                L

            	
              Interest
                Rate Floor Agreement

            
	
              Exhibit
                M

            	
              Assignment
                Agreement and Servicing Agreement

            
	
              Exhibit
                N

            	
              Addition
                Notice

            
	
              Exhibit
                O

            	
              Form
                of Subsequent Transfer Instrument

            
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	
              Prepayment
                Charge Schedule

            
	
              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 May 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 nineteen classes of
      Certificates, designated as Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class
      2-A-1-4, Class 2-A-1-5, Class 2-A-1-7, Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class CE, Class
      P
      and Class R Certificates, the Mortgage Loans and certain other related assets
      subject to this Agreement.

     

    The
      parties intend that the portions of the Trust Fund representing (i) the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest and (ii)
      the Class 2-A-1-2 Certificate Swap Agreement, the Class 2-A-1-6 Certificate
      Swap
      Agreement and the proceeds thereof will each be treated as a grantor trust
      under
      subpart E of Part I of subchapter J of the Code and that the beneficial
      interests therein will be represented by the Class 2-A-1-2 Certificates and
      the
      Class 2-A-1-6 Certificates.

     


    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 the Pre-Funding Account, the Reserve
      Fund,
      the Excess Spread Reserve Account and, for the avoidance of doubt, the
      Supplemental Interest Trust, the Certificate Swap Agreements, the Interest
      Rate
      Floor Agreement, the Class 2-A-1-2 Supplemental Interest Trust, the Class
      2-A-1-6 Supplemental Interest Trust, the Class 2-A-1-2 Certificate Swap
      Agreement and the Class 2-A-1-6 Certificate 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)

              
	
                LT-1

              	 	
                Variable
                  (2)

              	 	
                $         
                  448,074,092.72

              	 	
                June
                  25, 2047

              
	
                LT-1PF

              	 	
                Variable
                  (2)

              	 	
                $           
                  31,393,400.00

              	 	
                June
                  25, 2047

              
	
                LT-2

              	 	
                Variable
                  (2)

              	 	
                $         
                  658,157,902.56

              	 	
                June
                  25, 2047

              
	
                LT-2PF

              	 	
                Variable
                  (2)

              	 	
                $         
                  107,244,650.00

              	 	
                June
                  25, 2047

              
	
                LTP

              	 	
                   
                  Variable (2)
                  (3)

              	 	
                $                       
                  100.00

              	 	
                June
                  25, 2047

              


      

    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ___________________________

    

      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the Distribution Date immediately following the maturity date for
                  the
                  Mortgage Loan with the latest maturity date has been designated
                  as the
                  “latest possible maturity date” for each REMIC I Regular
                  Interest.

              


      

      
        	
                (2)

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

              


      

      
        	
                (3)

              	
                REMIC
                  I Regular Interest LTP will be entitled to 100% of the Prepayment
                  Charges.

              


      

       

    

    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 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 II Regular Interests. None of the
      REMIC II Regular Interests will be certificated.

    

      
        	
                Designation

              	 	
                REMIC
                  II

                Remittance
                  Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              


      

      
        	
                I-1-A

              	 	
                Variable(2)

              	 	
                $ 400,346.37

              	 	
                June
                  25, 2047

              
	
                I-1-B

              	 	
                Variable(2)

              	 	
                $
                  400,346.37

              	 	
                June
                  25, 2047

              
	
                I-2-A

              	 	
                Variable(2)

              	 	
                $
                  775,594.14

              	 	
                June
                  25, 2047

              
	
                I-2-B

              	 	
                Variable(2)

              	 	
                $
                  775,594.14

              	 	
                June
                  25, 2047

              
	
                I-3-A

              	 	
                Variable(2)

              	 	
                $
                  1,308,562.27

              	 	
                June
                  25, 2047

              
	
                I-3-B

              	 	
                Variable(2)

              	 	
                $
                  1,308,562.27

              	 	
                June
                  25, 2047

              
	
                I-4-A

              	 	
                Variable(2)

              	 	
                $
                  1,737,680.98

              	 	
                June
                  25, 2047

              
	
                I-4-B

              	 	
                Variable(2)

              	 	
                $
                  1,737,680.98

              	 	
                June
                  25, 2047

              
	
                I-5-A

              	 	
                Variable(2)

              	 	
                $
                  2,167,038.55

              	 	
                June
                  25, 2047

              
	
                I-5-B

              	 	
                Variable(2)

              	 	
                $
                  2,167,038.55

              	 	
                June
                  25, 2047

              
	
                I-6-A

              	 	
                Variable(2)

              	 	
                $
                  2,594,453.76

              	 	
                June
                  25, 2047

              
	
                I-6-B

              	 	
                Variable(2)

              	 	
                $
                  2,594,453.76

              	 	
                June
                  25, 2047

              
	
                I-7-A

              	 	
                Variable(2)

              	 	
                $
                  3,017,615.54

              	 	
                June
                  25, 2047

              
	
                I-7-B

              	 	
                Variable(2)

              	 	
                $
                  3,017,615.54

              	 	
                June
                  25, 2047

              
	
                I-8-A

              	 	
                Variable(2)

              	 	
                $
                  3,434,204.49

              	 	
                June
                  25, 2047

              
	
                I-8-B

              	 	
                Variable(2)

              	 	
                $
                  3,434,204.49

              	 	
                June
                  25, 2047

              
	
                I-9-A

              	 	
                Variable(2)

              	 	
                $
                  3,841,857.45

              	 	
                June
                  25, 2047

              
	
                I-9-B

              	 	
                Variable(2)

              	 	
                $
                  3,841,857.45

              	 	
                June
                  25, 2047

              
	
                I-10-A

              	 	
                Variable(2)

              	 	
                $
                  4,238,208.25

              	 	
                June
                  25, 2047

              
	
                I-10-B

              	 	
                Variable(2)

              	 	
                $
                  4,238,208.25

              	 	
                June
                  25, 2047

              
	
                I-11-A

              	 	
                Variable(2)

              	 	
                $
                  4,470,985.06

              	 	
                June
                  25, 2047

              
	
                I-11-B

              	 	
                Variable(2)

              	 	
                $
                  4,470,985.06

              	 	
                June
                  25, 2047

              
	
                I-12-A

              	 	
                Variable(2)

              	 	
                $
                  4,693,462.81

              	 	
                June
                  25, 2047

              
	
                I-12-B

              	 	
                Variable(2)

              	 	
                $
                  4,693,462.81

              	 	
                June
                  25, 2047

              
	
                I-13-A

              	 	
                Variable(2)

              	 	
                $
                  4,588,660.53

              	 	
                June
                  25, 2047

              
	
                I-13-B

              	 	
                Variable(2)

              	 	
                $
                  4,588,660.53

              	 	
                June
                  25, 2047

              
	
                I-14-A

              	 	
                Variable(2)

              	 	
                $
                  4,486,221.77

              	 	
                June
                  25, 2047

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                I-14-B

              	 	
                Variable(2)

              	 	
                $
                  4,486,221.77

              	 	
                June
                  25, 2047

              
	
                I-15-A

              	 	
                Variable(2)

              	 	
                $
                  4,386,088.72

              	 	
                June
                  25, 2047

              
	
                I-15-B

              	 	
                Variable(2)

              	 	
                $
                  4,386,088.72

              	 	
                June
                  25, 2047

              
	
                I-16-A

              	 	
                Variable(2)

              	 	
                $
                  4,288,209.06

              	 	
                June
                  25, 2047

              
	
                I-16-B

              	 	
                Variable(2)

              	 	
                $
                  4,288,209.06

              	 	
                June
                  25, 2047

              
	
                I-17-A

              	 	
                Variable(2)

              	 	
                $
                  4,192,530.38

              	 	
                June
                  25, 2047

              
	
                I-17-B

              	 	
                Variable(2)

              	 	
                $
                  4,192,530.38

              	 	
                June
                  25, 2047

              
	
                I-18-A

              	 	
                Variable(2)

              	 	
                $
                  4,099,005.35

              	 	
                June
                  25, 2047

              
	
                I-18-B

              	 	
                Variable(2)

              	 	
                $
                  4,099,005.35

              	 	
                June
                  25, 2047

              
	
                I-19-A

              	 	
                Variable(2)

              	 	
                $
                  4,007,582.35

              	 	
                June
                  25, 2047

              
	
                I-19-B

              	 	
                Variable(2)

              	 	
                $
                  4,007,582.35

              	 	
                June
                  25, 2047

              
	
                I-20-A

              	 	
                Variable(2)

              	 	
                $
                  3,918,216.68

              	 	
                June
                  25, 2047

              
	
                I-20-B

              	 	
                Variable(2)

              	 	
                $
                  3,918,216.68

              	 	
                June
                  25, 2047

              
	
                I-21-A

              	 	
                Variable(2)

              	 	
                $
                  3,830,860.19

              	 	
                June
                  25, 2047

              
	
                I-21-B

              	 	
                Variable(2)

              	 	
                $
                  3,830,860.19

              	 	
                June
                  25, 2047

              
	
                I-22-A

              	 	
                Variable(2)

              	 	
                $
                  3,745,467.35

              	 	
                June
                  25, 2047

              
	
                I-22-B

              	 	
                Variable(2)

              	 	
                $
                  3,745,467.35

              	 	
                June
                  25, 2047

              
	
                I-23-A

              	 	
                Variable(2)

              	 	
                $
                  3,661,993.47

              	 	
                June
                  25, 2047

              
	
                I-23-B

              	 	
                Variable(2)

              	 	
                $
                  3,661,993.47

              	 	
                June
                  25, 2047

              
	
                I-24-A

              	 	
                Variable(2)

              	 	
                $
                  3,580,395.43

              	 	
                June
                  25, 2047

              
	
                I-24-B

              	 	
                Variable(2)

              	 	
                $
                  3,580,395.43

              	 	
                June
                  25, 2047

              
	
                I-25-A

              	 	
                Variable(2)

              	 	
                $
                  3,500,630.67

              	 	
                June
                  25, 2047

              
	
                I-25-B

              	 	
                Variable(2)

              	 	
                $
                  3,500,630.67

              	 	
                June
                  25, 2047

              
	
                I-26-A

              	 	
                Variable(2)

              	 	
                $
                  3,422,657.43

              	 	
                June
                  25, 2047

              
	
                I-26-B

              	 	
                Variable(2)

              	 	
                $
                  3,422,657.43

              	 	
                June
                  25, 2047

              
	
                I-27-A

              	 	
                Variable(2)

              	 	
                $
                  3,346,435.24

              	 	
                June
                  25, 2047

              
	
                I-27-B

              	 	
                Variable(2)

              	 	
                $
                  3,346,435.24

              	 	
                June
                  25, 2047

              
	
                I-28-A

              	 	
                Variable(2)

              	 	
                $
                  3,271,924.46

              	 	
                June
                  25, 2047

              
	
                I-28-B

              	 	
                Variable(2)

              	 	
                $
                  3,271,924.46

              	 	
                June
                  25, 2047

              
	
                I-29-A

              	 	
                Variable(2)

              	 	
                $
                  3,199,087.38

              	 	
                June
                  25, 2047

              
	
                I-29-B

              	 	
                Variable(2)

              	 	
                $
                  3,199,087.38

              	 	
                June
                  25, 2047

              
	
                I-30-A

              	 	
                Variable(2)

              	 	
                $
                  3,127,884.03

              	 	
                June
                  25, 2047

              
	
                I-30-B

              	 	
                Variable(2)

              	 	
                $
                  3,127,884.03

              	 	
                June
                  25, 2047

              
	
                I-31-A

              	 	
                Variable(2)

              	 	
                $
                  3,058,278.68

              	 	
                June
                  25, 2047

              
	
                I-31-B

              	 	
                Variable(2)

              	 	
                $
                  3,058,278.68

              	 	
                June
                  25, 2047

              
	
                I-32-A

              	 	
                Variable(2)

              	 	
                $
                  2,990,234.79

              	 	
                June
                  25, 2047

              
	
                I-32-B

              	 	
                Variable(2)

              	 	
                $
                  2,990,234.79

              	 	
                June
                  25, 2047

              
	
                I-33-A

              	 	
                Variable(2)

              	 	
                $
                  2,923,717.22

              	 	
                June
                  25, 2047

              
	
                I-33-B

              	 	
                Variable(2)

              	 	
                $
                  2,923,717.22

              	 	
                June
                  25, 2047

              
	
                I-34-A

              	 	
                Variable(2)

              	 	
                $
                  2,858,787.29

              	 	
                June
                  25, 2047

              
	
                I-34-B

              	 	
                Variable(2)

              	 	
                $
                  2,858,787.29

              	 	
                June
                  25, 2047

              
	
                I-35-A

              	 	
                Variable(2)

              	 	
                $
                  2,795,215.60

              	 	
                June
                  25, 2047

              
	
                I-35-B

              	 	
                Variable(2)

              	 	
                $
                  2,795,215.60

              	 	
                June
                  25, 2047

              
	
                I-36-A

              	 	
                Variable(2)

              	 	
                $
                  2,733,065.63

              	 	
                June
                  25, 2047

              
	
                I-36-B

              	 	
                Variable(2)

              	 	
                $
                  2,733,065.63

              	 	
                June
                  25, 2047

              
	
                I-37-A

              	 	
                Variable(2)

              	 	
                $
                  2,672,367.51

              	 	
                June
                  25, 2047

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                I-37-B

              	 	
                Variable(2)

              	 	
                $
                  2,672,367.51

              	 	
                June
                  25, 2047

              
	
                I-38-A

              	 	
                Variable(2)

              	 	
                $
                  2,612,973.57

              	 	
                June
                  25, 2047

              
	
                I-38-B

              	 	
                Variable(2)

              	 	
                $
                  2,612,973.57

              	 	
                June
                  25, 2047

              
	
                I-39-A

              	 	
                Variable(2)

              	 	
                $
                  2,554,892.51

              	 	
                June
                  25, 2047

              
	
                I-39-B

              	 	
                Variable(2)

              	 	
                $
                  2,554,892.51

              	 	
                June
                  25, 2047

              
	
                I-40-A

              	 	
                Variable(2)

              	 	
                $
                  2,498,130.96

              	 	
                June
                  25, 2047

              
	
                I-40-B

              	 	
                Variable(2)

              	 	
                $
                  2,498,130.96

              	 	
                June
                  25, 2047

              
	
                I-41-A

              	 	
                Variable(2)

              	 	
                $
                  2,442,640.02

              	 	
                June
                  25, 2047

              
	
                I-41-B

              	 	
                Variable(2)

              	 	
                $
                  2,442,640.02

              	 	
                June
                  25, 2047

              
	
                I-42-A

              	 	
                Variable(2)

              	 	
                $
                  2,388,392.45

              	 	
                June
                  25, 2047

              
	
                I-42-B

              	 	
                Variable(2)

              	 	
                $
                  2,388,392.45

              	 	
                June
                  25, 2047

              
	
                I-43-A

              	 	
                Variable(2)

              	 	
                $
                  2,335,359.27

              	 	
                June
                  25, 2047

              
	
                I-43-B

              	 	
                Variable(2)

              	 	
                $
                  2,335,359.27

              	 	
                June
                  25, 2047

              
	
                I-44-A

              	 	
                Variable(2)

              	 	
                $
                  2,283,513.37

              	 	
                June
                  25, 2047

              
	
                I-44-B

              	 	
                Variable(2)

              	 	
                $
                  2,283,513.37

              	 	
                June
                  25, 2047

              
	
                I-45-A

              	 	
                Variable(2)

              	 	
                $
                  2,232,827.81

              	 	
                June
                  25, 2047

              
	
                I-45-B

              	 	
                Variable(2)

              	 	
                $
                  2,232,827.81

              	 	
                June
                  25, 2047

              
	
                I-46-A

              	 	
                Variable(2)

              	 	
                $
                  2,183,274.81

              	 	
                June
                  25, 2047

              
	
                I-46-B

              	 	
                Variable(2)

              	 	
                $
                  2,183,274.81

              	 	
                June
                  25, 2047

              
	
                I-47-A

              	 	
                Variable(2)

              	 	
                $
                  2,134,831.61

              	 	
                June
                  25, 2047

              
	
                I-47-B

              	 	
                Variable(2)

              	 	
                $
                  2,134,831.61

              	 	
                June
                  25, 2047

              
	
                I-48-A

              	 	
                Variable(2)

              	 	
                $
                  2,087,472.17

              	 	
                June
                  25, 2047

              
	
                I-48-B

              	 	
                Variable(2)

              	 	
                $
                  2,087,472.17

              	 	
                June
                  25, 2047

              
	
                I-49-A

              	 	
                Variable(2)

              	 	
                $
                  2,041,169.66

              	 	
                June
                  25, 2047

              
	
                I-49-B

              	 	
                Variable(2)

              	 	
                $
                  2,041,169.66

              	 	
                June
                  25, 2047

              
	
                I-50-A

              	 	
                Variable(2)

              	 	
                $
                  1,995,904.83

              	 	
                June
                  25, 2047

              
	
                I-50-B

              	 	
                Variable(2)

              	 	
                $
                  1,995,904.83

              	 	
                June
                  25, 2047

              
	
                I-51-A

              	 	
                Variable(2)

              	 	
                $
                  1,951,648.58

              	 	
                June
                  25, 2047

              
	
                I-51-B

              	 	
                Variable(2)

              	 	
                $
                  1,951,648.58

              	 	
                June
                  25, 2047

              
	
                I-52-A

              	 	
                Variable(2)

              	 	
                $
                  1,908,384.81

              	 	
                June
                  25, 2047

              
	
                I-52-B

              	 	
                Variable(2)

              	 	
                $
                  1,908,384.81

              	 	
                June
                  25, 2047

              
	
                I-53-A

              	 	
                Variable(2)

              	 	
                $
                  1,866,087.62

              	 	
                June
                  25, 2047

              
	
                I-53-B

              	 	
                Variable(2)

              	 	
                $
                  1,866,087.62

              	 	
                June
                  25, 2047

              
	
                I-54-A

              	 	
                Variable(2)

              	 	
                $
                  1,824,735.57

              	 	
                June
                  25, 2047

              
	
                I-54-B

              	 	
                Variable(2)

              	 	
                $
                  1,824,735.57

              	 	
                June
                  25, 2047

              
	
                I-55-A

              	 	
                Variable(2)

              	 	
                $
                  1,784,307.16

              	 	
                June
                  25, 2047

              
	
                I-55-B

              	 	
                Variable(2)

              	 	
                $
                  1,784,307.16

              	 	
                June
                  25, 2047

              
	
                I-56-A

              	 	
                Variable(2)

              	 	
                $
                  1,744,781.65

              	 	
                June
                  25, 2047

              
	
                I-56-B

              	 	
                Variable(2)

              	 	
                $
                  1,744,781.65

              	 	
                June
                  25, 2047

              
	
                I-57-A

              	 	
                Variable(2)

              	 	
                $
                  1,706,151.66

              	 	
                June
                  25, 2047

              
	
                I-57-B

              	 	
                Variable(2)

              	 	
                $
                  1,706,151.66

              	 	
                June
                  25, 2047

              
	
                I-58-A

              	 	
                Variable(2)

              	 	
                $
                  1,668,387.64

              	 	
                June
                  25, 2047

              
	
                I-58-B

              	 	
                Variable(2)

              	 	
                $
                  1,668,387.64

              	 	
                June
                  25, 2047

              
	
                I-59-A

              	 	
                Variable(2)

              	 	
                $
                  1,631,564.74

              	 	
                June
                  25, 2047

              
	
                I-59-B

              	 	
                Variable(2)

              	 	
                $
                  1,631,564.74

              	 	
                June
                  25, 2047

              
	
                I-60-A

              	 	
                Variable(2)

              	 	
                $
                  29,968,993.05

              	 	
                June
                  25, 2047

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                I-60-B

              	 	
                Variable(2)

              	 	
                $
                  29,968,993.05

              	 	
                June
                  25, 2047

              
	
                I-61-A

              	 	
                Variable(2)

              	 	
                $
                  608,029.49

              	 	
                June
                  25, 2047

              
	
                I-61-B

              	 	
                Variable(2)

              	 	
                $
                  608,029.49

              	 	
                June
                  25, 2047

              
	
                I-62-A

              	 	
                Variable(2)

              	 	
                $
                  599,567.06

              	 	
                June
                  25, 2047

              
	
                I-62-B

              	 	
                Variable(2)

              	 	
                $
                  599,567.06

              	 	
                June
                  25, 2047

              
	
                I-63-A

              	 	
                Variable(2)

              	 	
                $
                  591,220.69

              	 	
                June
                  25, 2047

              
	
                I-63-B

              	 	
                Variable(2)

              	 	
                $
                  591,220.69

              	 	
                June
                  25, 2047

              
	
                I-64-A

              	 	
                Variable(2)

              	 	
                $
                  582,988.81

              	 	
                June
                  25, 2047

              
	
                I-64-B

              	 	
                Variable(2)

              	 	
                $
                  582,988.81

              	 	
                June
                  25, 2047

              
	
                I-65-A

              	 	
                Variable(2)

              	 	
                $
                  574,869.85

              	 	
                June
                  25, 2047

              
	
                I-65-B

              	 	
                Variable(2)

              	 	
                $
                  574,869.85

              	 	
                June
                  25, 2047

              
	
                I-66-A

              	 	
                Variable(2)

              	 	
                $
                  566,862.29

              	 	
                June
                  25, 2047

              
	
                I-66-B

              	 	
                Variable(2)

              	 	
                $
                  566,862.29

              	 	
                June
                  25, 2047

              
	
                I-67-A

              	 	
                Variable(2)

              	 	
                $
                  558,964.61

              	 	
                June
                  25, 2047

              
	
                I-67-B

              	 	
                Variable(2)

              	 	
                $
                  558,964.61

              	 	
                June
                  25, 2047

              
	
                I-68-A

              	 	
                Variable(2)

              	 	
                $
                  551,175.31

              	 	
                June
                  25, 2047

              
	
                I-68-B

              	 	
                Variable(2)

              	 	
                $
                  551,175.31

              	 	
                June
                  25, 2047

              
	
                I-69-A

              	 	
                Variable(2)

              	 	
                $
                  543,492.92

              	 	
                June
                  25, 2047

              
	
                I-69-B

              	 	
                Variable(2)

              	 	
                $
                  543,492.92

              	 	
                June
                  25, 2047

              
	
                I-70-A

              	 	
                Variable(2)

              	 	
                $
                  535,915.98

              	 	
                June
                  25, 2047

              
	
                I-70-B

              	 	
                Variable(2)

              	 	
                $
                  535,915.98

              	 	
                June
                  25, 2047

              
	
                I-71-A

              	 	
                Variable(2)

              	 	
                $
                  528,443.05

              	 	
                June
                  25, 2047

              
	
                I-71-B

              	 	
                Variable(2)

              	 	
                $
                  528,443.05

              	 	
                June
                  25, 2047

              
	
                I-72-A

              	 	
                Variable(2)

              	 	
                $
                  521,072.73

              	 	
                June
                  25, 2047

              
	
                I-72-B

              	 	
                Variable(2)

              	 	
                $
                  521,072.73

              	 	
                June
                  25, 2047

              
	
                I-73-A

              	 	
                Variable(2)

              	 	
                $
                  513,803.61

              	 	
                June
                  25, 2047

              
	
                I-73-B

              	 	
                Variable(2)

              	 	
                $
                  513,803.61

              	 	
                June
                  25, 2047

              
	
                I-74-A

              	 	
                Variable(2)

              	 	
                $
                  506,634.33

              	 	
                June
                  25, 2047

              
	
                I-74-B

              	 	
                Variable(2)

              	 	
                $
                  506,634.33

              	 	
                June
                  25, 2047

              
	
                I-75-A

              	 	
                Variable(2)

              	 	
                $
                  499,563.51

              	 	
                June
                  25, 2047

              
	
                I-75-B

              	 	
                Variable(2)

              	 	
                $
                  499,563.51

              	 	
                June
                  25, 2047

              
	
                I-76-A

              	 	
                Variable(2)

              	 	
                $
                  492,589.81

              	 	
                June
                  25, 2047

              
	
                I-76-B

              	 	
                Variable(2)

              	 	
                $
                  492,589.81

              	 	
                June
                  25, 2047

              
	
                I-77-A

              	 	
                Variable(2)

              	 	
                $
                  485,711.92

              	 	
                June
                  25, 2047

              
	
                I-77-B

              	 	
                Variable(2)

              	 	
                $
                  485,711.92

              	 	
                June
                  25, 2047

              
	
                I-78-A

              	 	
                Variable(2)

              	 	
                $
                  478,928.54

              	 	
                June
                  25, 2047

              
	
                I-78-B

              	 	
                Variable(2)

              	 	
                $
                  478,928.54

              	 	
                June
                  25, 2047

              
	
                I-79-A

              	 	
                Variable(2)

              	 	
                $
                  472,238.37

              	 	
                June
                  25, 2047

              
	
                I-79-B

              	 	
                Variable(2)

              	 	
                $
                  472,238.37

              	 	
                June
                  25, 2047

              
	
                I-80-A

              	 	
                Variable(2)

              	 	
                $
                  465,640.14

              	 	
                June
                  25, 2047

              
	
                I-80-B

              	 	
                Variable(2)

              	 	
                $
                  465,640.14

              	 	
                June
                  25, 2047

              
	
                I-81-A

              	 	
                Variable(2)

              	 	
                $
                  459,132.60

              	 	
                June
                  25, 2047

              
	
                I-81-B

              	 	
                Variable(2)

              	 	
                $
                  459,132.60

              	 	
                June
                  25, 2047

              
	
                I-82-A

              	 	
                Variable(2)

              	 	
                $
                  452,714.53

              	 	
                June
                  25, 2047

              
	
                I-82-B

              	 	
                Variable(2)

              	 	
                $
                  452,714.53

              	 	
                June
                  25, 2047

              
	
                I-83-A

              	 	
                Variable(2)

              	 	
                $
                  446,384.68

              	 	
                June
                  25, 2047

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                I-83-B

              	 	
                Variable(2)

              	 	
                $
                  446,384.68

              	 	
                June
                  25, 2047

              
	
                I-84-A

              	 	
                Variable(2)

              	 	
                $
                  440,141.89

              	 	
                June
                  25, 2047

              
	
                I-84-B

              	 	
                Variable(2)

              	 	
                $
                  440,141.89

              	 	
                June
                  25, 2047

              
	
                I-85-A

              	 	
                Variable(2)

              	 	
                $
                  433,984.94

              	 	
                June
                  25, 2047

              
	
                I-85-B

              	 	
                Variable(2)

              	 	
                $
                  433,984.94

              	 	
                June
                  25, 2047

              
	
                I-86-A

              	 	
                Variable(2)

              	 	
                $
                  427,912.67

              	 	
                June
                  25, 2047

              
	
                I-86-B

              	 	
                Variable(2)

              	 	
                $
                  427,912.67

              	 	
                June
                  25, 2047

              
	
                I-87-A

              	 	
                Variable(2)

              	 	
                $
                  421,923.93

              	 	
                June
                  25, 2047

              
	
                I-87-B

              	 	
                Variable(2)

              	 	
                $
                  421,923.93

              	 	
                June
                  25, 2047

              
	
                I-88-A

              	 	
                Variable(2)

              	 	
                $
                  416,017.57

              	 	
                June
                  25, 2047

              
	
                I-88-B

              	 	
                Variable(2)

              	 	
                $
                  416,017.57

              	 	
                June
                  25, 2047

              
	
                I-89-A

              	 	
                Variable(2)

              	 	
                $
                  410,192.49

              	 	
                June
                  25, 2047

              
	
                I-89-B

              	 	
                Variable(2)

              	 	
                $
                  410,192.49

              	 	
                June
                  25, 2047

              
	
                I-90-A

              	 	
                Variable(2)

              	 	
                $
                  404,447.57

              	 	
                June
                  25, 2047

              
	
                I-90-B

              	 	
                Variable(2)

              	 	
                $
                  404,447.57

              	 	
                June
                  25, 2047

              
	
                I-91-A

              	 	
                Variable(2)

              	 	
                $
                  398,781.70

              	 	
                June
                  25, 2047

              
	
                I-91-B

              	 	
                Variable(2)

              	 	
                $
                  398,781.70

              	 	
                June
                  25, 2047

              
	
                I-92-A

              	 	
                Variable(2)

              	 	
                $
                  393,193.84

              	 	
                June
                  25, 2047

              
	
                I-92-B

              	 	
                Variable(2)

              	 	
                $
                  393,193.84

              	 	
                June
                  25, 2047

              
	
                I-93-A

              	 	
                Variable(2)

              	 	
                $
                  387,682.89

              	 	
                June
                  25, 2047

              
	
                I-93-B

              	 	
                Variable(2)

              	 	
                $
                  387,682.89

              	 	
                June
                  25, 2047

              
	
                I-94-A

              	 	
                Variable(2)

              	 	
                $
                  382,247.83

              	 	
                June
                  25, 2047

              
	
                I-94-B

              	 	
                Variable(2)

              	 	
                $
                  382,247.83

              	 	
                June
                  25, 2047

              
	
                I-95-A

              	 	
                Variable(2)

              	 	
                $
                  376,887.61

              	 	
                June
                  25, 2047

              
	
                I-95-B

              	 	
                Variable(2)

              	 	
                $
                  376,887.61

              	 	
                June
                  25, 2047

              
	
                I-96-A

              	 	
                Variable(2)

              	 	
                $
                  371,601.21

              	 	
                June
                  25, 2047

              
	
                I-96-B

              	 	
                Variable(2)

              	 	
                $
                  371,601.21

              	 	
                June
                  25, 2047

              
	
                I-97-A

              	 	
                Variable(2)

              	 	
                $
                  366,387.63

              	 	
                June
                  25, 2047

              
	
                I-97-B

              	 	
                Variable(2)

              	 	
                $
                  366,387.63

              	 	
                June
                  25, 2047

              
	
                I-98-A

              	 	
                Variable(2)

              	 	
                $
                  361,245.86

              	 	
                June
                  25, 2047

              
	
                I-98-B

              	 	
                Variable(2)

              	 	
                $
                  361,245.86

              	 	
                June
                  25, 2047

              
	
                I-99-A

              	 	
                Variable(2)

              	 	
                $
                  356,174.95

              	 	
                June
                  25, 2047

              
	
                I-99-B

              	 	
                Variable(2)

              	 	
                $
                  356,174.95

              	 	
                June
                  25, 2047

              
	
                I-100-A

              	 	
                Variable(2)

              	 	
                $
                  351,173.91

              	 	
                June
                  25, 2047

              
	
                I-100-B

              	 	
                Variable(2)

              	 	
                $
                  351,173.91

              	 	
                June
                  25, 2047

              
	
                I-101-A

              	 	
                Variable(2)

              	 	
                $
                  346,241.79

              	 	
                June
                  25, 2047

              
	
                I-101-B

              	 	
                Variable(2)

              	 	
                $
                  346,241.79

              	 	
                June
                  25, 2047

              
	
                I-102-A

              	 	
                Variable(2)

              	 	
                $
                  341,377.66

              	 	
                June
                  25, 2047

              
	
                I-102-B

              	 	
                Variable(2)

              	 	
                $
                  341,377.66

              	 	
                June
                  25, 2047

              
	
                I-103-A

              	 	
                Variable(2)

              	 	
                $
                  336,580.59

              	 	
                June
                  25, 2047

              
	
                I-103-B

              	 	
                Variable(2)

              	 	
                $
                  336,580.59

              	 	
                June
                  25, 2047

              
	
                I-104-A

              	 	
                Variable(2)

              	 	
                $
                  331,849.66

              	 	
                June
                  25, 2047

              
	
                I-104-B

              	 	
                Variable(2)

              	 	
                $
                  331,849.66

              	 	
                June
                  25, 2047

              
	
                I-105-A

              	 	
                Variable(2)

              	 	
                $
                  327,183.96

              	 	
                June
                  25, 2047

              
	
                I-105-B

              	 	
                Variable(2)

              	 	
                $
                  327,183.96

              	 	
                June
                  25, 2047

              
	
                I-106-A

              	 	
                Variable(2)

              	 	
                $
                  322,582.63

              	 	
                June
                  25, 2047

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                I-106-B

              	 	
                Variable(2)

              	 	
                $
                  322,582.63

              	 	
                June
                  25, 2047

              
	
                I-107-A

              	 	
                Variable(2)

              	 	
                $
                  318,044.75

              	 	
                June
                  25, 2047

              
	
                I-107-B

              	 	
                Variable(2)

              	 	
                $
                  318,044.75

              	 	
                June
                  25, 2047

              
	
                I-108-A

              	 	
                Variable(2)

              	 	
                $
                  313,569.49

              	 	
                June
                  25, 2047

              
	
                I-108-B

              	 	
                Variable(2)

              	 	
                $
                  313,569.49

              	 	
                June
                  25, 2047

              
	
                I-109-A

              	 	
                Variable(2)

              	 	
                $
                  309,155.97

              	 	
                June
                  25, 2047

              
	
                I-109-B

              	 	
                Variable(2)

              	 	
                $
                  309,155.97

              	 	
                June
                  25, 2047

              
	
                I-110-A

              	 	
                Variable(2)

              	 	
                $
                  304,803.36

              	 	
                June
                  25, 2047

              
	
                I-110-B

              	 	
                Variable(2)

              	 	
                $
                  304,803.36

              	 	
                June
                  25, 2047

              
	
                I-111-A

              	 	
                Variable(2)

              	 	
                $
                  300,510.83

              	 	
                June
                  25, 2047

              
	
                I-111-B

              	 	
                Variable(2)

              	 	
                $
                  300,510.83

              	 	
                June
                  25, 2047

              
	
                I-112-A

              	 	
                Variable(2)

              	 	
                $
                  296,277.55

              	 	
                June
                  25, 2047

              
	
                I-112-B

              	 	
                Variable(2)

              	 	
                $
                  296,277.55

              	 	
                June
                  25, 2047

              
	
                I-113-A

              	 	
                Variable(2)

              	 	
                $
                  292,102.73

              	 	
                June
                  25, 2047

              
	
                I-113-B

              	 	
                Variable(2)

              	 	
                $
                  292,102.73

              	 	
                June
                  25, 2047

              
	
                I-114-A

              	 	
                Variable(2)

              	 	
                $
                  288,029.74

              	 	
                June
                  25, 2047

              
	
                I-114-B

              	 	
                Variable(2)

              	 	
                $
                  288,029.74

              	 	
                June
                  25, 2047

              
	
                I-115-A

              	 	
                Variable(2)

              	 	
                $
                  283,968.51

              	 	
                June
                  25, 2047

              
	
                I-115-B

              	 	
                Variable(2)

              	 	
                $
                  283,968.51

              	 	
                June
                  25, 2047

              
	
                I-116-A

              	 	
                Variable(2)

              	 	
                $
                  279,963.37

              	 	
                June
                  25, 2047

              
	
                I-116-B

              	 	
                Variable(2)

              	 	
                $
                  279,963.37

              	 	
                June
                  25, 2047

              
	
                I-117-A

              	 	
                Variable(2)

              	 	
                $
                  276,061.72

              	 	
                June
                  25, 2047

              
	
                I-117-B

              	 	
                Variable(2)

              	 	
                $
                  276,061.72

              	 	
                June
                  25, 2047

              
	
                I-118-A

              	 	
                Variable(2)

              	 	
                $
                  272,503.57

              	 	
                June
                  25, 2047

              
	
                I-118-B

              	 	
                Variable(2)

              	 	
                $
                  272,503.57

              	 	
                June
                  25, 2047

              
	
                I-119-A

              	 	
                Variable(2)

              	 	
                $
                  279,413.84

              	 	
                June
                  25, 2047

              
	
                I-119-B

              	 	
                Variable(2)

              	 	
                $
                  279,413.84

              	 	
                June
                  25, 2047

              
	
                I-120-A

              	 	
                Variable(2)

              	 	
                $
                  17,965,678.91

              	 	
                June
                  25, 2047

              
	
                I-120-B

              	 	
                Variable(2)

              	 	
                $
                  17,965,678.91

              	 	
                June
                  25, 2047

              
	
                II-1-A

              	 	
                Variable(2)

              	 	
                $
                  639,096.65

              	 	
                June
                  25, 2047

              
	
                II-1-B

              	 	
                Variable(2)

              	 	
                $
                  639,096.65

              	 	
                June
                  25, 2047

              
	
                II-2-A

              	 	
                Variable(2)

              	 	
                $
                  1,238,126.92

              	 	
                June
                  25, 2047

              
	
                II-2-B

              	 	
                Variable(2)

              	 	
                $
                  1,238,126.92

              	 	
                June
                  25, 2047

              
	
                II-3-A

              	 	
                Variable(2)

              	 	
                $
                  2,088,935.56

              	 	
                June
                  25, 2047

              
	
                II-3-B

              	 	
                Variable(2)

              	 	
                $
                  2,088,935.56

              	 	
                June
                  25, 2047

              
	
                II-4-A

              	 	
                Variable(2)

              	 	
                $
                  2,773,963.20

              	 	
                June
                  25, 2047

              
	
                II-4-B

              	 	
                Variable(2)

              	 	
                $
                  2,773,963.20

              	 	
                June
                  25, 2047

              
	
                II-5-A

              	 	
                Variable(2)

              	 	
                $
                  3,459,372.16

              	 	
                June
                  25, 2047

              
	
                II-5-B

              	 	
                Variable(2)

              	 	
                $
                  3,459,372.16

              	 	
                June
                  25, 2047

              
	
                II-6-A

              	 	
                Variable(2)

              	 	
                $
                  4,141,680.40

              	 	
                June
                  25, 2047

              
	
                II-6-B

              	 	
                Variable(2)

              	 	
                $
                  4,141,680.40

              	 	
                June
                  25, 2047

              
	
                II-7-A

              	 	
                Variable(2)

              	 	
                $
                  4,817,198.65

              	 	
                June
                  25, 2047

              
	
                II-7-B

              	 	
                Variable(2)

              	 	
                $
                  4,817,198.65

              	 	
                June
                  25, 2047

              
	
                II-8-A

              	 	
                Variable(2)

              	 	
                $
                  5,482,224.29

              	 	
                June
                  25, 2047

              
	
                II-8-B

              	 	
                Variable(2)

              	 	
                $
                  5,482,224.29

              	 	
                June
                  25, 2047

              
	
                II-9-A

              	 	
                Variable(2)

              	 	
                $
                  6,132,984.88

              	 	
                June
                  25, 2047

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                II-9-B

              	 	
                Variable(2)

              	 	
                $
                  6,132,984.88

              	 	
                June
                  25, 2047

              
	
                II-10-A

              	 	
                Variable(2)

              	 	
                $
                  6,765,703.18

              	 	
                June
                  25, 2047

              
	
                II-10-B

              	 	
                Variable(2)

              	 	
                $
                  6,765,703.18

              	 	
                June
                  25, 2047

              
	
                II-11-A

              	 	
                Variable(2)

              	 	
                $
                  7,137,298.61

              	 	
                June
                  25, 2047

              
	
                II-11-B

              	 	
                Variable(2)

              	 	
                $
                  7,137,298.61

              	 	
                June
                  25, 2047

              
	
                II-12-A

              	 	
                Variable(2)

              	 	
                $
                  7,492,453.02

              	 	
                June
                  25, 2047

              
	
                II-12-B

              	 	
                Variable(2)

              	 	
                $
                  7,492,453.02

              	 	
                June
                  25, 2047

              
	
                II-13-A

              	 	
                Variable(2)

              	 	
                $
                  7,325,150.93

              	 	
                June
                  25, 2047

              
	
                II-13-B

              	 	
                Variable(2)

              	 	
                $
                  7,325,150.93

              	 	
                June
                  25, 2047

              
	
                II-14-A

              	 	
                Variable(2)

              	 	
                $
                  7,161,621.87

              	 	
                June
                  25, 2047

              
	
                II-14-B

              	 	
                Variable(2)

              	 	
                $
                  7,161,621.87

              	 	
                June
                  25, 2047

              
	
                II-15-A

              	 	
                Variable(2)

              	 	
                $
                  7,001,773.54

              	 	
                June
                  25, 2047

              
	
                II-15-B

              	 	
                Variable(2)

              	 	
                $
                  7,001,773.54

              	 	
                June
                  25, 2047

              
	
                II-16-A

              	 	
                Variable(2)

              	 	
                $
                  6,845,522.42

              	 	
                June
                  25, 2047

              
	
                II-16-B

              	 	
                Variable(2)

              	 	
                $
                  6,845,522.42

              	 	
                June
                  25, 2047

              
	
                II-17-A

              	 	
                Variable(2)

              	 	
                $
                  6,692,784.89

              	 	
                June
                  25, 2047

              
	
                II-17-B

              	 	
                Variable(2)

              	 	
                $
                  6,692,784.89

              	 	
                June
                  25, 2047

              
	
                II-18-A

              	 	
                Variable(2)

              	 	
                $
                  6,543,485.33

              	 	
                June
                  25, 2047

              
	
                II-18-B

              	 	
                Variable(2)

              	 	
                $
                  6,543,485.33

              	 	
                June
                  25, 2047

              
	
                II-19-A

              	 	
                Variable(2)

              	 	
                $
                  6,397,541.37

              	 	
                June
                  25, 2047

              
	
                II-19-B

              	 	
                Variable(2)

              	 	
                $
                  6,397,541.37

              	 	
                June
                  25, 2047

              
	
                II-20-A

              	 	
                Variable(2)

              	 	
                $
                  6,254,881.65

              	 	
                June
                  25, 2047

              
	
                II-20-B

              	 	
                Variable(2)

              	 	
                $
                  6,254,881.65

              	 	
                June
                  25, 2047

              
	
                II-21-A

              	 	
                Variable(2)

              	 	
                $
                  6,115,429.30

              	 	
                June
                  25, 2047

              
	
                II-21-B

              	 	
                Variable(2)

              	 	
                $
                  6,115,429.30

              	 	
                June
                  25, 2047

              
	
                II-22-A

              	 	
                Variable(2)

              	 	
                $
                  5,979,111.64

              	 	
                June
                  25, 2047

              
	
                II-22-B

              	 	
                Variable(2)

              	 	
                $
                  5,979,111.64

              	 	
                June
                  25, 2047

              
	
                II-23-A

              	 	
                Variable(2)

              	 	
                $
                  5,845,857.34

              	 	
                June
                  25, 2047

              
	
                II-23-B

              	 	
                Variable(2)

              	 	
                $
                  5,845,857.34

              	 	
                June
                  25, 2047

              
	
                II-24-A

              	 	
                Variable(2)

              	 	
                $
                  5,715,597.55

              	 	
                June
                  25, 2047

              
	
                II-24-B

              	 	
                Variable(2)

              	 	
                $
                  5,715,597.55

              	 	
                June
                  25, 2047

              
	
                II-25-A

              	 	
                Variable(2)

              	 	
                $
                  5,588,264.35

              	 	
                June
                  25, 2047

              
	
                II-25-B

              	 	
                Variable(2)

              	 	
                $
                  5,588,264.35

              	 	
                June
                  25, 2047

              
	
                II-26-A

              	 	
                Variable(2)

              	 	
                $
                  5,463,791.02

              	 	
                June
                  25, 2047

              
	
                II-26-B

              	 	
                Variable(2)

              	 	
                $
                  5,463,791.02

              	 	
                June
                  25, 2047

              
	
                II-27-A

              	 	
                Variable(2)

              	 	
                $
                  5,342,113.03

              	 	
                June
                  25, 2047

              
	
                II-27-B

              	 	
                Variable(2)

              	 	
                $
                  5,342,113.03

              	 	
                June
                  25, 2047

              
	
                II-28-A

              	 	
                Variable(2)

              	 	
                $
                  5,223,167.06

              	 	
                June
                  25, 2047

              
	
                II-28-B

              	 	
                Variable(2)

              	 	
                $
                  5,223,167.06

              	 	
                June
                  25, 2047

              
	
                II-29-A

              	 	
                Variable(2)

              	 	
                $
                  5,106,892.91

              	 	
                June
                  25, 2047

              
	
                II-29-B

              	 	
                Variable(2)

              	 	
                $
                  5,106,892.91

              	 	
                June
                  25, 2047

              
	
                II-30-A

              	 	
                Variable(2)

              	 	
                $
                  4,993,226.78

              	 	
                June
                  25, 2047

              
	
                II-30-B

              	 	
                Variable(2)

              	 	
                $
                  4,993,226.78

              	 	
                June
                  25, 2047

              
	
                II-31-A

              	 	
                Variable(2)

              	 	
                $
                  4,882,111.62

              	 	
                June
                  25, 2047

              
	
                II-31-B

              	 	
                Variable(2)

              	 	
                $
                  4,882,111.62

              	 	
                June
                  25, 2047

              
	
                II-32-A

              	 	
                Variable(2)

              	 	
                $
                  4,773,489.13

              	 	
                June
                  25, 2047

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                II-32-B

              	 	
                Variable(2)

              	 	
                $
                  4,773,489.13

              	 	
                June
                  25, 2047

              
	
                II-33-A

              	 	
                Variable(2)

              	 	
                $
                  4,667,303.19

              	 	
                June
                  25, 2047

              
	
                II-33-B

              	 	
                Variable(2)

              	 	
                $
                  4,667,303.19

              	 	
                June
                  25, 2047

              
	
                II-34-A

              	 	
                Variable(2)

              	 	
                $
                  4,563,651.68

              	 	
                June
                  25, 2047

              
	
                II-34-B

              	 	
                Variable(2)

              	 	
                $
                  4,563,651.68

              	 	
                June
                  25, 2047

              
	
                II-35-A

              	 	
                Variable(2)

              	 	
                $
                  4,462,168.44

              	 	
                June
                  25, 2047

              
	
                II-35-B

              	 	
                Variable(2)

              	 	
                $
                  4,462,168.44

              	 	
                June
                  25, 2047

              
	
                II-36-A

              	 	
                Variable(2)

              	 	
                $
                  4,362,954.75

              	 	
                June
                  25, 2047

              
	
                II-36-B

              	 	
                Variable(2)

              	 	
                $
                  4,362,954.75

              	 	
                June
                  25, 2047

              
	
                II-37-A

              	 	
                Variable(2)

              	 	
                $
                  4,266,058.73

              	 	
                June
                  25, 2047

              
	
                II-37-B

              	 	
                Variable(2)

              	 	
                $
                  4,266,058.73

              	 	
                June
                  25, 2047

              
	
                II-38-A

              	 	
                Variable(2)

              	 	
                $
                  4,171,244.68

              	 	
                June
                  25, 2047

              
	
                II-38-B

              	 	
                Variable(2)

              	 	
                $
                  4,171,244.68

              	 	
                June
                  25, 2047

              
	
                II-39-A

              	 	
                Variable(2)

              	 	
                $
                  4,078,526.42

              	 	
                June
                  25, 2047

              
	
                II-39-B

              	 	
                Variable(2)

              	 	
                $
                  4,078,526.42

              	 	
                June
                  25, 2047

              
	
                II-40-A

              	 	
                Variable(2)

              	 	
                $
                  3,987,914.60

              	 	
                June
                  25, 2047

              
	
                II-40-B

              	 	
                Variable(2)

              	 	
                $
                  3,987,914.60

              	 	
                June
                  25, 2047

              
	
                II-41-A

              	 	
                Variable(2)

              	 	
                $
                  3,899,331.13

              	 	
                June
                  25, 2047

              
	
                II-41-B

              	 	
                Variable(2)

              	 	
                $
                  3,899,331.13

              	 	
                June
                  25, 2047

              
	
                II-42-A

              	 	
                Variable(2)

              	 	
                $
                  3,812,732.51

              	 	
                June
                  25, 2047

              
	
                II-42-B

              	 	
                Variable(2)

              	 	
                $
                  3,812,732.51

              	 	
                June
                  25, 2047

              
	
                II-43-A

              	 	
                Variable(2)

              	 	
                $
                  3,728,072.50

              	 	
                June
                  25, 2047

              
	
                II-43-B

              	 	
                Variable(2)

              	 	
                $
                  3,728,072.50

              	 	
                June
                  25, 2047

              
	
                II-44-A

              	 	
                Variable(2)

              	 	
                $
                  3,645,307.82

              	 	
                June
                  25, 2047

              
	
                II-44-B

              	 	
                Variable(2)

              	 	
                $
                  3,645,307.82

              	 	
                June
                  25, 2047

              
	
                II-45-A

              	 	
                Variable(2)

              	 	
                $
                  3,564,395.44

              	 	
                June
                  25, 2047

              
	
                II-45-B

              	 	
                Variable(2)

              	 	
                $
                  3,564,395.44

              	 	
                June
                  25, 2047

              
	
                II-46-A

              	 	
                Variable(2)

              	 	
                $
                  3,485,291.06

              	 	
                June
                  25, 2047

              
	
                II-46-B

              	 	
                Variable(2)

              	 	
                $
                  3,485,291.06

              	 	
                June
                  25, 2047

              
	
                II-47-A

              	 	
                Variable(2)

              	 	
                $
                  3,407,958.31

              	 	
                June
                  25, 2047

              
	
                II-47-B

              	 	
                Variable(2)

              	 	
                $
                  3,407,958.31

              	 	
                June
                  25, 2047

              
	
                II-48-A

              	 	
                Variable(2)

              	 	
                $
                  3,332,355.63

              	 	
                June
                  25, 2047

              
	
                II-48-B

              	 	
                Variable(2)

              	 	
                $
                  3,332,355.63

              	 	
                June
                  25, 2047

              
	
                II-49-A

              	 	
                Variable(2)

              	 	
                $
                  3,258,440.19

              	 	
                June
                  25, 2047

              
	
                II-49-B

              	 	
                Variable(2)

              	 	
                $
                  3,258,440.19

              	 	
                June
                  25, 2047

              
	
                II-50-A

              	 	
                Variable(2)

              	 	
                $
                  3,186,181.25

              	 	
                June
                  25, 2047

              
	
                II-50-B

              	 	
                Variable(2)

              	 	
                $
                  3,186,181.25

              	 	
                June
                  25, 2047

              
	
                II-51-A

              	 	
                Variable(2)

              	 	
                $
                  3,115,532.37

              	 	
                June
                  25, 2047

              
	
                II-51-B

              	 	
                Variable(2)

              	 	
                $
                  3,115,532.37

              	 	
                June
                  25, 2047

              
	
                II-52-A

              	 	
                Variable(2)

              	 	
                $
                  3,046,467.85

              	 	
                June
                  25, 2047

              
	
                II-52-B

              	 	
                Variable(2)

              	 	
                $
                  3,046,467.85

              	 	
                June
                  25, 2047

              
	
                II-53-A

              	 	
                Variable(2)

              	 	
                $
                  2,978,946.34

              	 	
                June
                  25, 2047

              
	
                II-53-B

              	 	
                Variable(2)

              	 	
                $
                  2,978,946.34

              	 	
                June
                  25, 2047

              
	
                II-54-A

              	 	
                Variable(2)

              	 	
                $
                  2,912,933.61

              	 	
                June
                  25, 2047

              
	
                II-54-B

              	 	
                Variable(2)

              	 	
                $
                  2,912,933.61

              	 	
                June
                  25, 2047

              
	
                II-55-A

              	 	
                Variable(2)

              	 	
                $
                  2,848,395.34

              	 	
                June
                  25, 2047

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                II-55-B

              	 	
                Variable(2)

              	 	
                $
                  2,848,395.34

              	 	
                June
                  25, 2047

              
	
                II-56-A

              	 	
                Variable(2)

              	 	
                $
                  2,785,298.42

              	 	
                June
                  25, 2047

              
	
                II-56-B

              	 	
                Variable(2)

              	 	
                $
                  2,785,298.42

              	 	
                June
                  25, 2047

              
	
                II-57-A

              	 	
                Variable(2)

              	 	
                $
                  2,723,631.08

              	 	
                June
                  25, 2047

              
	
                II-57-B

              	 	
                Variable(2)

              	 	
                $
                  2,723,631.08

              	 	
                June
                  25, 2047

              
	
                II-58-A

              	 	
                Variable(2)

              	 	
                $
                  2,663,346.13

              	 	
                June
                  25, 2047

              
	
                II-58-B

              	 	
                Variable(2)

              	 	
                $
                  2,663,346.13

              	 	
                June
                  25, 2047

              
	
                II-59-A

              	 	
                Variable(2)

              	 	
                $
                  2,604,563.56

              	 	
                June
                  25, 2047

              
	
                II-59-B

              	 	
                Variable(2)

              	 	
                $
                  2,604,563.56

              	 	
                June
                  25, 2047

              
	
                II-60-A

              	 	
                Variable(2)

              	 	
                $
                  47,841,280.88

              	 	
                June
                  25, 2047

              
	
                II-60-B

              	 	
                Variable(2)

              	 	
                $
                  47,841,280.88

              	 	
                June
                  25, 2047

              
	
                II-61-A

              	 	
                Variable(2)

              	 	
                $
                  970,633.54

              	 	
                June
                  25, 2047

              
	
                II-61-B

              	 	
                Variable(2)

              	 	
                $
                  970,633.54

              	 	
                June
                  25, 2047

              
	
                II-62-A

              	 	
                Variable(2)

              	 	
                $
                  957,124.45

              	 	
                June
                  25, 2047

              
	
                II-62-B

              	 	
                Variable(2)

              	 	
                $
                  957,124.45

              	 	
                June
                  25, 2047

              
	
                II-63-A

              	 	
                Variable(2)

              	 	
                $
                  943,800.64

              	 	
                June
                  25, 2047

              
	
                II-63-B

              	 	
                Variable(2)

              	 	
                $
                  943,800.64

              	 	
                June
                  25, 2047

              
	
                II-64-A

              	 	
                Variable(2)

              	 	
                $
                  930,659.60

              	 	
                June
                  25, 2047

              
	
                II-64-B

              	 	
                Variable(2)

              	 	
                $
                  930,659.60

              	 	
                June
                  25, 2047

              
	
                II-65-A

              	 	
                Variable(2)

              	 	
                $
                  917,698.84

              	 	
                June
                  25, 2047

              
	
                II-65-B

              	 	
                Variable(2)

              	 	
                $
                  917,698.84

              	 	
                June
                  25, 2047

              
	
                II-66-A

              	 	
                Variable(2)

              	 	
                $
                  904,915.89

              	 	
                June
                  25, 2047

              
	
                II-66-B

              	 	
                Variable(2)

              	 	
                $
                  904,915.89

              	 	
                June
                  25, 2047

              
	
                II-67-A

              	 	
                Variable(2)

              	 	
                $
                  892,308.36

              	 	
                June
                  25, 2047

              
	
                II-67-B

              	 	
                Variable(2)

              	 	
                $
                  892,308.36

              	 	
                June
                  25, 2047

              
	
                II-68-A

              	 	
                Variable(2)

              	 	
                $
                  879,873.83

              	 	
                June
                  25, 2047

              
	
                II-68-B

              	 	
                Variable(2)

              	 	
                $
                  879,873.83

              	 	
                June
                  25, 2047

              
	
                II-69-A

              	 	
                Variable(2)

              	 	
                $
                  867,609.97

              	 	
                June
                  25, 2047

              
	
                II-69-B

              	 	
                Variable(2)

              	 	
                $
                  867,609.97

              	 	
                June
                  25, 2047

              
	
                II-70-A

              	 	
                Variable(2)

              	 	
                $
                  855,514.45

              	 	
                June
                  25, 2047

              
	
                II-70-B

              	 	
                Variable(2)

              	 	
                $
                  855,514.45

              	 	
                June
                  25, 2047

              
	
                II-71-A

              	 	
                Variable(2)

              	 	
                $
                  843,584.99

              	 	
                June
                  25, 2047

              
	
                II-71-B

              	 	
                Variable(2)

              	 	
                $
                  843,584.99

              	 	
                June
                  25, 2047

              
	
                II-72-A

              	 	
                Variable(2)

              	 	
                $
                  831,819.31

              	 	
                June
                  25, 2047

              
	
                II-72-B

              	 	
                Variable(2)

              	 	
                $
                  831,819.31

              	 	
                June
                  25, 2047

              
	
                II-73-A

              	 	
                Variable(2)

              	 	
                $
                  820,215.18

              	 	
                June
                  25, 2047

              
	
                II-73-B

              	 	
                Variable(2)

              	 	
                $
                  820,215.18

              	 	
                June
                  25, 2047

              
	
                II-74-A

              	 	
                Variable(2)

              	 	
                $
                  808,770.42

              	 	
                June
                  25, 2047

              
	
                II-74-B

              	 	
                Variable(2)

              	 	
                $
                  808,770.42

              	 	
                June
                  25, 2047

              
	
                II-75-A

              	 	
                Variable(2)

              	 	
                $
                  797,482.85

              	 	
                June
                  25, 2047

              
	
                II-75-B

              	 	
                Variable(2)

              	 	
                $
                  797,482.85

              	 	
                June
                  25, 2047

              
	
                II-76-A

              	 	
                Variable(2)

              	 	
                $
                  786,350.33

              	 	
                June
                  25, 2047

              
	
                II-76-B

              	 	
                Variable(2)

              	 	
                $
                  786,350.33

              	 	
                June
                  25, 2047

              
	
                II-77-A

              	 	
                Variable(2)

              	 	
                $
                  775,370.75

              	 	
                June
                  25, 2047

              
	
                II-77-B

              	 	
                Variable(2)

              	 	
                $
                  775,370.75

              	 	
                June
                  25, 2047

              
	
                II-78-A

              	 	
                Variable(2)

              	 	
                $
                  764,542.03

              	 	
                June
                  25, 2047

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                II-78-B

              	 	
                Variable(2)

              	 	
                $
                  764,542.03

              	 	
                June
                  25, 2047

              
	
                II-79-A

              	 	
                Variable(2)

              	 	
                $
                  753,862.11

              	 	
                June
                  25, 2047

              
	
                II-79-B

              	 	
                Variable(2)

              	 	
                $
                  753,862.11

              	 	
                June
                  25, 2047

              
	
                II-80-A

              	 	
                Variable(2)

              	 	
                $
                  743,328.96

              	 	
                June
                  25, 2047

              
	
                II-80-B

              	 	
                Variable(2)

              	 	
                $
                  743,328.96

              	 	
                June
                  25, 2047

              
	
                II-81-A

              	 	
                Variable(2)

              	 	
                $
                  732,940.61

              	 	
                June
                  25, 2047

              
	
                II-81-B

              	 	
                Variable(2)

              	 	
                $
                  732,940.61

              	 	
                June
                  25, 2047

              
	
                II-82-A

              	 	
                Variable(2)

              	 	
                $
                  722,695.05

              	 	
                June
                  25, 2047

              
	
                II-82-B

              	 	
                Variable(2)

              	 	
                $
                  722,695.05

              	 	
                June
                  25, 2047

              
	
                II-83-A

              	 	
                Variable(2)

              	 	
                $
                  712,590.35

              	 	
                June
                  25, 2047

              
	
                II-83-B

              	 	
                Variable(2)

              	 	
                $
                  712,590.35

              	 	
                June
                  25, 2047

              
	
                II-84-A

              	 	
                Variable(2)

              	 	
                $
                  702,624.59

              	 	
                June
                  25, 2047

              
	
                II-84-B

              	 	
                Variable(2)

              	 	
                $
                  702,624.59

              	 	
                June
                  25, 2047

              
	
                II-85-A

              	 	
                Variable(2)

              	 	
                $
                  692,795.89

              	 	
                June
                  25, 2047

              
	
                II-85-B

              	 	
                Variable(2)

              	 	
                $
                  692,795.89

              	 	
                June
                  25, 2047

              
	
                II-86-A

              	 	
                Variable(2)

              	 	
                $
                  683,102.36

              	 	
                June
                  25, 2047

              
	
                II-86-B

              	 	
                Variable(2)

              	 	
                $
                  683,102.36

              	 	
                June
                  25, 2047

              
	
                II-87-A

              	 	
                Variable(2)

              	 	
                $
                  673,542.18

              	 	
                June
                  25, 2047

              
	
                II-87-B

              	 	
                Variable(2)

              	 	
                $
                  673,542.18

              	 	
                June
                  25, 2047

              
	
                II-88-A

              	 	
                Variable(2)

              	 	
                $
                  664,113.53

              	 	
                June
                  25, 2047

              
	
                II-88-B

              	 	
                Variable(2)

              	 	
                $
                  664,113.53

              	 	
                June
                  25, 2047

              
	
                II-89-A

              	 	
                Variable(2)

              	 	
                $
                  654,814.59

              	 	
                June
                  25, 2047

              
	
                II-89-B

              	 	
                Variable(2)

              	 	
                $
                  654,814.59

              	 	
                June
                  25, 2047

              
	
                II-90-A

              	 	
                Variable(2)

              	 	
                $
                  645,643.63

              	 	
                June
                  25, 2047

              
	
                II-90-B

              	 	
                Variable(2)

              	 	
                $
                  645,643.63

              	 	
                June
                  25, 2047

              
	
                II-91-A

              	 	
                Variable(2)

              	 	
                $
                  636,598.89

              	 	
                June
                  25, 2047

              
	
                II-91-B

              	 	
                Variable(2)

              	 	
                $
                  636,598.89

              	 	
                June
                  25, 2047

              
	
                II-92-A

              	 	
                Variable(2)

              	 	
                $
                  627,678.64

              	 	
                June
                  25, 2047

              
	
                II-92-B

              	 	
                Variable(2)

              	 	
                $
                  627,678.64

              	 	
                June
                  25, 2047

              
	
                II-93-A

              	 	
                Variable(2)

              	 	
                $
                  618,881.20

              	 	
                June
                  25, 2047

              
	
                II-93-B

              	 	
                Variable(2)

              	 	
                $
                  618,881.20

              	 	
                June
                  25, 2047

              
	
                II-94-A

              	 	
                Variable(2)

              	 	
                $
                  610,204.87

              	 	
                June
                  25, 2047

              
	
                II-94-B

              	 	
                Variable(2)

              	 	
                $
                  610,204.87

              	 	
                June
                  25, 2047

              
	
                II-95-A

              	 	
                Variable(2)

              	 	
                $
                  601,648.04

              	 	
                June
                  25, 2047

              
	
                II-95-B

              	 	
                Variable(2)

              	 	
                $
                  601,648.04

              	 	
                June
                  25, 2047

              
	
                II-96-A

              	 	
                Variable(2)

              	 	
                $
                  593,209.04

              	 	
                June
                  25, 2047

              
	
                II-96-B

              	 	
                Variable(2)

              	 	
                $
                  593,209.04

              	 	
                June
                  25, 2047

              
	
                II-97-A

              	 	
                Variable(2)

              	 	
                $
                  584,886.29

              	 	
                June
                  25, 2047

              
	
                II-97-B

              	 	
                Variable(2)

              	 	
                $
                  584,886.29

              	 	
                June
                  25, 2047

              
	
                II-98-A

              	 	
                Variable(2)

              	 	
                $
                  576,678.20

              	 	
                June
                  25, 2047

              
	
                II-98-B

              	 	
                Variable(2)

              	 	
                $
                  576,678.20

              	 	
                June
                  25, 2047

              
	
                II-99-A

              	 	
                Variable(2)

              	 	
                $
                  568,583.19

              	 	
                June
                  25, 2047

              
	
                II-99-B

              	 	
                Variable(2)

              	 	
                $
                  568,583.19

              	 	
                June
                  25, 2047

              
	
                II-100-A

              	 	
                Variable(2)

              	 	
                $
                  560,599.74

              	 	
                June
                  25, 2047

              
	
                II-100-B

              	 	
                Variable(2)

              	 	
                $
                  560,599.74

              	 	
                June
                  25, 2047

              
	
                II-101-A

              	 	
                Variable(2)

              	 	
                $
                  552,726.31

              	 	
                June
                  25, 2047

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Designation

                	 	
                  REMIC
                    II

                  Remittance
                    Rate

                	 	
                  Initial

                  Uncertificated
                    Balance

                	 	
                  Latest
                    Possible

                  Maturity
                    Date(1)

                


        

      

      
        	
                II-101-B

              	 	
                Variable(2)

              	 	
                $
                  552,726.31

              	 	
                June
                  25, 2047

              
	
                II-102-A

              	 	
                Variable(2)

              	 	
                $
                  544,961.41

              	 	
                June
                  25, 2047

              
	
                II-102-B

              	 	
                Variable(2)

              	 	
                $
                  544,961.41

              	 	
                June
                  25, 2047

              
	
                II-103-A

              	 	
                Variable(2)

              	 	
                $
                  537,303.56

              	 	
                June
                  25, 2047

              
	
                II-103-B

              	 	
                Variable(2)

              	 	
                $
                  537,303.56

              	 	
                June
                  25, 2047

              
	
                II-104-A

              	 	
                Variable(2)

              	 	
                $
                  529,751.29

              	 	
                June
                  25, 2047

              
	
                II-104-B

              	 	
                Variable(2)

              	 	
                $
                  529,751.29

              	 	
                June
                  25, 2047

              
	
                II-105-A

              	 	
                Variable(2)

              	 	
                $
                  522,303.17

              	 	
                June
                  25, 2047

              
	
                II-105-B

              	 	
                Variable(2)

              	 	
                $
                  522,303.17

              	 	
                June
                  25, 2047

              
	
                II-106-A

              	 	
                Variable(2)

              	 	
                $
                  514,957.77

              	 	
                June
                  25, 2047

              
	
                II-106-B

              	 	
                Variable(2)

              	 	
                $
                  514,957.77

              	 	
                June
                  25, 2047

              
	
                II-107-A

              	 	
                Variable(2)

              	 	
                $
                  507,713.70

              	 	
                June
                  25, 2047

              
	
                II-107-B

              	 	
                Variable(2)

              	 	
                $
                  507,713.70

              	 	
                June
                  25, 2047

              
	
                II-108-A

              	 	
                Variable(2)

              	 	
                $
                  500,569.56

              	 	
                June
                  25, 2047

              
	
                II-108-B

              	 	
                Variable(2)

              	 	
                $
                  500,569.56

              	 	
                June
                  25, 2047

              
	
                II-109-A

              	 	
                Variable(2)

              	 	
                $
                  493,524.01

              	 	
                June
                  25, 2047

              
	
                II-109-B

              	 	
                Variable(2)

              	 	
                $
                  493,524.01

              	 	
                June
                  25, 2047

              
	
                II-110-A

              	 	
                Variable(2)

              	 	
                $
                  486,575.68

              	 	
                June
                  25, 2047

              
	
                II-110-B

              	 	
                Variable(2)

              	 	
                $
                  486,575.68

              	 	
                June
                  25, 2047

              
	
                II-111-A

              	 	
                Variable(2)

              	 	
                $
                  479,723.26

              	 	
                June
                  25, 2047

              
	
                II-111-B

              	 	
                Variable(2)

              	 	
                $
                  479,723.26

              	 	
                June
                  25, 2047

              
	
                II-112-A

              	 	
                Variable(2)

              	 	
                $
                  472,965.43

              	 	
                June
                  25, 2047

              
	
                II-112-B

              	 	
                Variable(2)

              	 	
                $
                  472,965.43

              	 	
                June
                  25, 2047

              
	
                II-113-A

              	 	
                Variable(2)

              	 	
                $
                  466,300.91

              	 	
                June
                  25, 2047

              
	
                II-113-B

              	 	
                Variable(2)

              	 	
                $
                  466,300.91

              	 	
                June
                  25, 2047

              
	
                II-114-A

              	 	
                Variable(2)

              	 	
                $
                  459,798.96

              	 	
                June
                  25, 2047

              
	
                II-114-B

              	 	
                Variable(2)

              	 	
                $
                  459,798.96

              	 	
                June
                  25, 2047

              
	
                II-115-A

              	 	
                Variable(2)

              	 	
                $
                  453,315.76

              	 	
                June
                  25, 2047

              
	
                II-115-B

              	 	
                Variable(2)

              	 	
                $
                  453,315.76

              	 	
                June
                  25, 2047

              
	
                II-116-A

              	 	
                Variable(2)

              	 	
                $
                  446,922.14

              	 	
                June
                  25, 2047

              
	
                II-116-B

              	 	
                Variable(2)

              	 	
                $
                  446,922.14

              	 	
                June
                  25, 2047

              
	
                II-117-A

              	 	
                Variable(2)

              	 	
                $
                  440,693.70

              	 	
                June
                  25, 2047

              
	
                II-117-B

              	 	
                Variable(2)

              	 	
                $
                  440,693.70

              	 	
                June
                  25, 2047

              
	
                II-118-A

              	 	
                Variable(2)

              	 	
                $
                  435,013.61

              	 	
                June
                  25, 2047

              
	
                II-118-B

              	 	
                Variable(2)

              	 	
                $
                  435,013.61

              	 	
                June
                  25, 2047

              
	
                II-119-A

              	 	
                Variable(2)

              	 	
                $
                  446,044.88

              	 	
                June
                  25, 2047

              
	
                II-119-B

              	 	
                Variable(2)

              	 	
                $
                  446,044.88

              	 	
                June
                  25, 2047

              
	
                II-120-A

              	 	
                Variable(2)

              	 	
                $
                  28,679,678.68

              	 	
                June
                  25, 2047

              
	
                II-120-B

              	 	
                Variable(2)

              	 	
                $
                  28,679,678.68

              	 	
                June
                  25, 2047

              


      

    

    __________________


    
      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the Distribution Date immediately following the maturity date for
                  the
                  Mortgage Loan with the latest maturity date has been designated
                  as the
                  “latest possible maturity date” for each REMIC II Regular
                  Interest.

              


      

      
        	
                (2)

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

              


      

    

     

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    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

              	 	
                REMIC
                  III

                Remittance

                Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date (1)

              
	
                AA

              	 	
                Variable(2)

              	 	
                $
                  609,986,322.19

              	 	
                June
                  25, 2047

              
	
                1-A-1

              	 	
                Variable(2)

              	 	
                $
                  2,200,755.00

              	 	
                June
                  25, 2047

              
	
                2-A-1-1

              	 	
                Variable(2)

              	 	
                $
                  1,129,650.00

              	 	
                June
                  25, 2047

              
	
                2-A-1-2

              	 	
                Variable(2)

              	 	
                $
                  500,000.00

              	 	
                June
                  25, 2047

              
	
                2-A-1-3

              	 	
                Variable(2)

              	 	
                $
                  410,000.00

              	 	
                June
                  25, 2047

              
	
                2-A-1-4

              	 	
                Variable(2)

              	 	
                $
                  90,000.00

              	 	
                June
                  25, 2047

              
	
                2-A-1-5

              	 	
                Variable(2)

              	 	
                $
                  236,630.00

              	 	
                June
                  25, 2047

              
	
                2-A-1-6

              	 	
                Variable(2)

              	 	
                $
                  917,540.00

              	 	
                June
                  25, 2047

              
	
                2-A-1-7

              	 	
                Variable(2)

              	 	
                $
                  229,380.00

              	 	
                June
                  25, 2047

              
	
                M-1

              	 	
                Variable(2)

              	 	
                $
                  99,590.00

              	 	
                June
                  25, 2047

              
	
                M-2

              	 	
                Variable(2)

              	 	
                $
                  87,140.00

              	 	
                June
                  25, 2047

              
	
                M-3

              	 	
                Variable(2)

              	 	
                $
                  52,905.00

              	 	
                June
                  25, 2047

              
	
                M-4

              	 	
                Variable(2)

              	 	
                $
                  46,685.00

              	 	
                June
                  25, 2047

              
	
                M-5

              	 	
                Variable(2)

              	 	
                $
                  37,345.00

              	 	
                June
                  25, 2047

              
	
                M-6

              	 	
                Variable(2)

              	 	
                $
                  31,120.00

              	 	
                June
                  25, 2047

              
	
                M-7

              	 	
                Variable(2)

              	 	
                $
                  31,125.00

              	 	
                June
                  25, 2047

              
	
                M-8

              	 	
                Variable(2)

              	 	
                $
                  31,120.00

              	 	
                June
                  25, 2047

              
	
                M-9

              	 	
                Variable(2)

              	 	
                $
                  31,120.00

              	 	
                June
                  25, 2047

              
	
                ZZ

              	 	
                Variable(2)

              	 	
                $
                  6,286,595.45

              	 	
                June
                  25, 2047

              
	
                P

              	 	
                Variable(2)(3)

              	 	
                $
                  100.00

              	 	
                June
                  25, 2047

              
	
                IO

              	 	
                Variable(2)

              	 	
                (4)

              	 	
                June
                  25, 2047

              
	
                I-SUB

              	 	
                Variable(2)

              	 	
                $
                  3,931.65

              	 	
                June
                  25, 2047

              
	
                I-GRP

              	 	
                Variable(2)

              	 	
                $
                  47,946.76

              	 	
                June
                  25, 2047

              
	
                II-SUB

              	 	
                Variable(2)

              	 	
                $
                  6,276.26

              	 	
                June
                  25, 2047

              
	
                II-GRP

              	 	
                Variable(2)

              	 	
                $
                  76,540.26

              	 	
                June
                  25, 2047

              
	
                XX

              	 	
                Variable(2)

              	 	
                $
                  622,300,327.72

              	 	
                June
                  25, 2047

              


      

    

    ___________________________


    
      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the Distribution Date immediately following the maturity date for
                  the
                  Mortgage Loan with the latest maturity date has been designated
                  as the
                  “latest possible maturity date” for each REMIC III Regular
                  Interest.

              


      

      
        	
                (2)

              	
                Calculated
                  in accordance with the definition of “REMIC III Remittance Rate”
                  herein.

              


      

      
        	
                (3)

              	
                REMIC
                  III Regular Interest P will be entitled to 100% of the Prepayment
                  Charges.

              


      

      
        	
                (4)

              	
                REMIC
                  III Regular Interest IO will not have an Uncertificated Balance,
                  but will
                  accrue interest on its Uncertificated Notional
                  Amount.

              


      

    

    

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      



    REMIC
      IV

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the REMIC III Regular Interests as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC IV.” The Class R-IV Interest will evidence the sole class
      of “residual interests” in REMIC IV for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the Pass-Through 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 the indicated Classes of Certificates.

     

    

      
        	
                Designation

              	 	
                REMIC
                  III

                Remittance

                Rate

              	 	
                Initial

                Uncertificated
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date (1)

              
	
                Class
                  1-A-1

              	 	
                Variable(2)

              	 	
                $
                  440,151,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  2-A-1-1

              	 	
                Variable(2)

              	 	
                $
                  225,930,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  2-A-1-2

              	 	
                Variable(2)

              	 	
                $
                  100,000,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  2-A-1-3

              	 	
                Variable(2)

              	 	
                $
                  82,000,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  2-A-1-4

              	 	
                Variable(2)

              	 	
                $
                  18,000,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  2-A-1-5

              	 	
                Variable(2)

              	 	
                $
                  47,326,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  2-A-1-6

              	 	
                Variable(2)

              	 	
                $
                  183,508,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  2-A-1-7

              	 	
                Variable(2)

              	 	
                $
                  45,876,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  M-1

              	 	
                Variable(2)

              	 	
                $
                  19,918,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  M-2

              	 	
                Variable(2)

              	 	
                $
                  17,428,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  M-3

              	 	
                Variable(2)

              	 	
                $
                  10,581,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  M-4

              	 	
                Variable(2)

              	 	
                $
                  9,337,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  M-5

              	 	
                Variable(2)

              	 	
                $
                  7,469,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  M-6

              	 	
                Variable(2)

              	 	
                $
                  6,224,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  M-7 

              	 	
                Variable(2)

              	 	
                $
                  6,225,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  M-8 

              	 	
                Variable(2)

              	 	
                $
                  6,224,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  M-9 

              	 	
                Variable(2)

              	 	
                $
                  6,224,000.00

              	 	
                June
                  25, 2047

              
	
                Class
                  P

              	 	
                N/A(3)

              	 	
                $
                  100.00

              	 	
                June
                  25, 2047

              
	
                Class
                  CE

              	 	
                N/A(4)

              	 	
                $
                  12,449,045.28

              	 	
                June
                  25, 2047

              
	
                Class
                  IO Interest

              	 	
                N/A(5)

              	 	
                (5)

              	 	
                June
                  25, 2047

              


      

    

    ________________


    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date immediately following the maturity date for
                the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each Class of
                Certificates.

            


    

    
      	
              (2)

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

            


    

    
      	
              (3)

            	
              The
                Class P Certificates will not accrue interest. The Class P Certificates
                will be entitled to 100% of the Prepayment
                Charges.

            


    

    
      	
              (4)

            	
              The
                Class CE Certificates will accrue interest at their variable Pass-Through
                Rate on the Notional Amount of the Class CE Certificates outstanding
                from
                time to time which shall equal the Uncertificated Balance of the
                REMIC III
                Regular Interests (other than REMIC III Regular Interest P). The
                Class CE
                Certificates will not accrue interest on their Certificate Principal
                Balance.

            


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    

      
        	
                (5)

              	
                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 III Regular Interest
                  IO.

              


      

    

    


    The
      aggregate Scheduled Principal Balance of the Initial Mortgage Loans (after
      deducting all Monthly Payments due on or before the Cut-off Date) as of the
      Cut-off Date, plus the Original Pre-Funded Amount is $1,244,870,145.28. The
      aggregate Scheduled Principal Balance of the Initial Mortgage Loans (after
      deducting all Monthly Payments due on or before the Cut-off Date) as of the
      Cut-off Date is $1,106,232,095.28. The aggregate Scheduled Principal Balance
      of
      the Initial Group I Mortgage Loans (after deducting all Monthly Payments due
      on
      or before the Cut-off Date) as of the Cut-off Date is $448,074,192.72. The
      aggregate Scheduled Principal Balance of the Initial Group II Mortgage Loans
      (after deducting all Monthly Payments due on or before the Cut-off Date) as
      of
      the Cut-off Date is $658,157,902.56. The Original Pre-Funded Amount is
      $138,638,050.00. The Original Group I Pre-Funded Amount is $31,393,400.00.
      The
      Original Group II Pre-Funded Amount is $107,244,650.00.

     

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

    
       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      


       

    

    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, the Distribution Account, the
      Reserve Fund, the Excess Spread Reserve Account and the Pre-Funding Account,
      as
      the context may require.

     

    “Accrued
      Certificate Interest”: With respect to any Class A Certificate (other than the
      Class 2-A-1-2 Certificates and Class 2-A-1-6 Certificates), the Class 2-A-1-2
      Underlying Interest, the Class 2-A-1-6 Underlying Interest, any Mezzanine
      Certificate or any Class CE 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, in the case of the Class A Certificates (other than the Class 2-A-1-2
      Certificates and Class 2-A-1-6 Certificates), the Class 2-A-1-2 Underlying
      Interest, the Class 2-A-1-6 Underlying Interest and the Mezzanine Certificates,
      or on the Notional Amount in the case of the Class CE Certificates, of such
      Certificate immediately prior to such Distribution Date. The Class P
      Certificates are not entitled to distributions in respect of interest and,
      accordingly, will not accrue interest. All distributions of interest on the
      Class A Certificates (other than the Class 2-A-1-2 Certificates and Class
      2-A-1-6 Certificates), the Class 2-A-1-2 Underlying Interest, the Class 2-A-1-6
      Underlying Interest and the Mezzanine Certificates will be calculated on the
      basis of a 360-day year and the actual number of days in the applicable Interest
      Accrual Period. All distributions of interest on the Class CE Certificates
      will
      be based on 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 (other than the Class 2-A-1-2 Certificates and Class 2-A-1-6
      Certificates), the Class 2-A-1-2 Underlying Interest, the Class 2-A-1-6
      Underlying Interest, any Mezzanine Certificate or any Class CE Certificate
      shall
      be reduced by an amount equal to the portion allocable to such Certificate
      or
      Underlying Interest 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 and (b) the aggregate amount of any Relief
      Act Interest Shortfall, if any, for such Distribution Date. In addition, Accrued
      Certificate Interest with respect to each Distribution Date, as to any Class
      CE
      Certificate, shall be reduced by an amount equal to the portion allocable to
      such Class CE Certificate of Realized Losses, if any, pursuant to
      Section 1.02 and Section 5.04 hereof.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    “Addition
      Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust
      Fund pursuant to Section 2.09, a notice of the Depositor’s designation of the
      Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate
      principal balance of such Subsequent Mortgage Loans as of the related Cut-off
      Date. The Addition Notice shall be given not later than five (5) Business Days
      prior to the related Subsequent Transfer Date and shall be substantially in
      the
      form attached hereto as Exhibit N.

     

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


     

    “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.

     

    “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.

     

    “Adjustable
      Rate Mortgage Loan”: Each of the Mortgage Loans identified in the Mortgage Loan
      Schedule as having a Mortgage Rate that is subject to adjustment.

     

    “Adjustment
      Date”: With respect to each Adjustable Rate Mortgage Loan, the first day of the
      month in which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes
      pursuant to the related Mortgage Note. The first Adjustment Date following
      the
      Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the
      Mortgage Loan Schedule.

     

    “Administration
      Fees”: The sum of (i) the Servicing Fees and (ii) the Credit Risk Management
      Fee.

     

    “Administration
      Fee Rate”: The sum of (i) the Servicing Fee Rate and (ii) the Credit Risk
      Management Fee Rate. 

     

    “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).

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    “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.

     

    “Aggregate
      Loss Severity Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the aggregate amount of
      Realized Losses incurred on any Mortgage Loans from the Cut-off Date to the
      last
      day of the preceding calendar month and the denominator of which is the
      aggregate principal balance of such Mortgage Loans immediately prior to the
      liquidation of such Mortgage Loans.

     

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

     

    “Allocated
      Realized Loss Amount”: With respect to any Class 1-A-1, Class 2-A-1-1, Class
      2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 or Class 2-A-1-7 Certificates, any Class
      of Mezzanine Certificates and any Class 2-A-1-2 Underlying Interest and Class
      2-A-1-6 Underlying Interest and any Distribution Date, an amount equal to the
      sum of any Realized Loss allocated to that Class of Certificates or Underlying
      Interest on the Distribution Date and any Allocated Realized Loss Amount for
      that Class remaining unpaid from the previous Distribution Date.

     

    “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
      and Prepayment Charges, 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.

     

    “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
      May 31, 2007, by and among the Sponsor, the Depositor and GMAC 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,
      and with respect to the Distribution Date immediately following the termination
      of the Pre-Funding Period, any Remaining Pre-Funded Amount, reduced (to an
      amount not less than zero) by (2) the portion of the amount described in clause
      (1)(a) above that represents (i) Amounts Held for Future Distribution, (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, (vii) the amount of
      any
      Prepayment Charges collected by the Servicers in connection with the Principal
      Prepayment of any of the Mortgage Loans and (viii) amounts reimbursable to
      a
      successor Servicer (including the Trustee) pursuant to Section 8.02 of this
      Agreement or pursuant to the related Servicing Agreement.

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


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

     

    “Book-Entry
      Certificates”: The 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 2007-1, Class 1-A-1, Class 2-A-1-1, Class 2-A-1-2, Class 2-A-1-3, Class
      2-A-1-4, Class 2-A-1-5, Class 2-A-1-6, Class 2-A-1-7, Class M-1, Class M-2,
      Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
      Class P, Class CE and Class R Certificates issued under this Agreement.


     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    “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 (or Notional Amount, in the case of the Class CE Certificates)
      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 (or Notional Amount, in the
      case
      of the Class CE Certificates) of such Class of Certificates to be made on such
      Distribution Date), and the denominator of which is the initial aggregate
      Certificate Principal Balance (or Notional Amount, in the case of the Class
      CE
      Certificates) of such Class of Certificates as of the Closing Date.

     

    “Certificate
      Margin”: With respect to the Class 1-A-1 Certificates and, for purposes of the
      definition of “Marker Rate”, REMIC III Regular Interest 1-A-1, 0.23% in the case
      of each Distribution Date through and including the Optional Termination Date
      and 0.46% in the case of each Distribution Date thereafter.

     

    With
      respect to the Class 2-A-1-1 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-1, 0.22% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.44%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class 2-A-1-2 Underlying Interest, the Class 2-A-1-2 Certificates
      and, for purposes of the definition of “Marker Rate”, REMIC III Regular Interest
      2-A-1-2, 0.15% in the case of each Distribution Date through and including
      the
      Optional Termination Date and 0.30% in the case of each Distribution Date
      thereafter.

     

    With
      respect to the Class 2-A-1-3 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-3, 0.20% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.40%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class 2-A-1-4 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-4, 0.28% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.56%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class 2-A-1-5 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-5, 0.32% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.64%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class 2-A-1-6 Underlying Interest, the Class 2-A-1-6 Certificates
      and, for purposes of the definition of “Marker Rate”, REMIC III Regular Interest
      2-A-1-6, 0.14% in the case of each Distribution Date through and including
      the
      Optional Termination Date and 0.28% in the case of each Distribution Date
      thereafter.

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    With
      respect to the Class 2-A-1-7 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-7, 0.32% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.64%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-1, 0.45% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.675%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-2, 0.50% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.75%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-3, 0.65% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.975%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-4, 1.00% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.5%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-5, 1.25% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.875%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-6, 1.75% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.625%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-7, 2.25% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.375%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-8, 2.25% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.375%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-9, 2.25% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.375%
      in the case of each Distribution Date thereafter.

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    “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, 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. 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
      and
      the NIMS Insurer shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
      the Certificate Register.

     

    “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, Mezzanine
      Certificate, Class P Certificate or Underlying Interest 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 (other than a Class P Certificate) or Underlying Interest pursuant
      to Section 5.04 of this Agreement, minus (i) all distributions allocable to
      principal made thereon and (ii) 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). With respect to each Class CE Certificate as of any date of
      determination, an amount equal to the Percentage Interest evidenced by such
      Certificate times the excess, if any, of (A) the then aggregate Uncertificated
      Balances of the REMIC III Regular Interests over (B) the then aggregate
      Certificate Principal Balances of the Class A Certificates (other than the
      Class
      2-A-1-2 Certificates and Class 2-A-1-6 Certificates), the Mezzanine
      Certificates, the Class P Certificates, the Class 2-A-1-2 Underlying Interest
      and Class 2-A-1-6 Underlying Interest then outstanding. 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.

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    “Certificate
      Swap Agreement”: Any of the Certificate Swap I, Certificate Swap II or
      Certificate Swap III, as the context requires.

     

    “Certificate
      Swap Credit Support Annex”: Any of the Certificate Swap I Credit Support Annex,
      Certificate Swap II Credit Support Annex or Certificate Swap III Credit Support
      Annex, as the context requires.

     

    “Certificate
      Swap I”: The Interest Rate Swap Agreement, dated as of May 31, 2007,
      between the Supplemental Interest Trust Trustee, and the Swap Provider,
      including any schedule, confirmations, credit support annex or other credit
      support document relating thereto, and attached hereto as Exhibit I-1.


     

    “Certificate
      Swap I Credit Support Annex”: The credit support annex, dated as of May 31,
      2007, between the Supplemental Interest Trust Trustee and the Swap Provider,
      which is annexed to and forms part of Certificate Swap I.

     

    “Certificate
      Swap I Notional Amount”: For each calculation period as defined in Certificate
      Swap I, the product of (i) 250 and (ii) the amount set forth below:

     

    

      
        	
                Distribution
                  Date

              	 	
                Swap
                  Notional Amount ($)

              


      

      
        	
                July
                  2007

              	 	
                4,979,480.58

              
	
                August
                  2007

              	 	
                4,971,165.04

              
	
                September
                  2007

              	 	
                4,955,055.27

              
	
                October
                  2007

              	 	
                4,927,875.29

              
	
                November
                  2007

              	 	
                4,891,782.13

              
	
                December
                  2007

              	 	
                4,846,770.85

              
	
                January
                  2008

              	 	
                4,792,881.77

              
	
                February
                  2008

              	 	
                4,730,203.26

              
	
                March
                  2008

              	 	
                4,658,871.83

              
	
                April
                  2008

              	 	
                4,579,073.09

              
	
                May
                  2008

              	 	
                4,491,041.80

              
	
                June
                  2008

              	 	
                4,398,175.53

              
	
                July
                  2008

              	 	
                4,300,688.20

              
	
                August
                  2008

              	 	
                4,205,377.71

              
	
                September
                  2008

              	 	
                4,112,194.96

              
	
                October
                  2008

              	 	
                4,021,092.06

              
	
                November
                  2008

              	 	
                3,932,022.21

              
	
                December
                  2008

              	 	
                3,844,939.69

              
	
                January
                  2009

              	 	
                3,759,799.77

              
	
                February
                  2009

              	 	
                3,676,558.78

              
	
                March
                  2009

              	 	
                3,595,173.99

              
	
                April
                  2009

              	 	
                3,515,603.67

              
	
                May
                  2009

              	 	
                3,437,807.04

              
	
                June
                  2009

              	 	
                3,361,744.23

              
	
                July
                  2009

              	 	
                3,287,376.29

              
	
                August
                  2009

              	 	
                3,214,665.13

              
	
                September
                  2009

              	 	
                3,143,573.54

              
	
                October
                  2009

              	 	
                3,074,065.16

              
	
                November
                  2009

              	 	
                3,006,104.42

              
	
                December
                  2009

              	 	
                2,939,656.58

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      

        
          	
                  Distribution
                    Date

                	 	
                  Swap
                    Notional Amount ($)

                


        

      

      
        	
                January
                  2010

              	 	
                2,874,687.70

              
	
                February
                  2010

              	 	
                2,811,164.57

              
	
                March
                  2010

              	 	
                2,749,054.78

              
	
                April
                  2010

              	 	
                2,688,326.62

              
	
                May
                  2010

              	 	
                2,628,947.11

              
	
                June
                  2010

              	 	
                2,570,888.03

              
	
                July
                  2010

              	 	
                2,514,119.87

              
	
                August
                  2010

              	 	
                2,458,612.46

              
	
                September
                  2010

              	 	
                2,404,338.72

              
	
                October
                  2010

              	 	
                2,351,271.36

              
	
                November
                  2010

              	 	
                2,299,383.00

              
	
                December
                  2010

              	 	
                2,248,647.23

              
	
                January
                  2011

              	 	
                2,199,038.23

              
	
                February
                  2011

              	 	
                2,150,530.78

              
	
                March
                  2011

              	 	
                2,103,100.21

              
	
                April
                  2011

              	 	
                2,056,722.42

              
	
                May
                  2011

              	 	
                2,011,373.89

              
	
                June
                  2011

              	 	
                1,967,031.58

              
	
                July
                  2011

              	 	
                1,923,672.95

              
	
                August
                  2011

              	 	
                1,881,276.07

              
	
                September
                  2011

              	 	
                1,839,819.39

              
	
                October
                  2011

              	 	
                1,799,281.94

              
	
                November
                  2011

              	 	
                1,759,643.12

              
	
                December
                  2011

              	 	
                1,720,882.84

              
	
                January
                  2012

              	 	
                1,682,981.49

              
	
                February
                  2012

              	 	
                1,645,919.87

              
	
                March
                  2012

              	 	
                1,609,679.23

              
	
                April
                  2012

              	 	
                1,574,240.97

              
	
                May
                  2012

              	 	
                1,539,587.10

              
	
                June
                  2012

              	 	
                1,505,698.07

              


      

    

    


    “Certificate
      Swap II”: The Interest Rate Swap Agreement, dated as of May 31, 2007,
      between the Supplemental Interest Trust Trustee, and the Swap Provider,
      including any schedule, confirmations, credit support annex or other credit
      support document relating thereto, and attached hereto as Exhibit I-2.


     

    “Certificate
      Swap II Credit Support Annex”: The credit support annex, dated as of
      May 31, 2007, between the Supplemental Interest Trust Trustee and the Swap
      Provider, which is annexed to and forms part of Certificate Swap
      II.

     

    “Certificate
      Swap II Notional Amount”: For each calculation period as defined in Certificate
      Swap II, the lesser of (i) the aggregate Stated Principal Balance of the
      fixed-rate Group I Mortgage Loans at the beginning of the Due Period in which
      the related calculation period begins and (ii) the amount set forth
      below:

     

    
      	
              Distribution
                Date

            	
              Swap
                Notional Amount ($)

            


    

    
      	
              July
                2012

            	
              92,415,033.14

            
	
              August
                2012

            	
              91,090,815.46

            
	
              September
                2012

            	
              89,785,039.81

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                Distribution
                  Date

              	
                Swap
                  Notional Amount ($)

              


      

    

    
      	
              October
                2012

            	
              88,497,453.22

            
	
              November
                2012

            	
              87,227,806.17

            
	
              December
                2012

            	
              85,975,852.53

            
	
              January
                2013

            	
              84,741,349.52

            
	
              February
                2013

            	
              83,524,057.66

            
	
              March
                2013

            	
              82,323,740.74

            
	
              April
                2013

            	
              81,140,165.76

            
	
              May
                2013

            	
              79,973,102.88

            
	
              June
                2013

            	
              78,822,325.39

            
	
              July
                2013

            	
              77,687,609.67

            
	
              August
                2013

            	
              76,568,735.15

            
	
              September
                2013

            	
              75,465,484.26

            
	
              October
                2013

            	
              74,377,642.37

            
	
              November
                2013

            	
              73,304,997.80

            
	
              December
                2013

            	
              72,247,341.74

            
	
              January
                2014

            	
              71,204,468.22

            
	
              February
                2014

            	
              70,176,174.08

            
	
              March
                2014

            	
              69,162,258.93

            
	
              April
                2014

            	
              68,162,525.09

            
	
              May
                2014

            	
              67,176,777.58

            
	
              June
                2014

            	
              66,204,824.11

            
	
              July
                2014

            	
              65,246,474.95

            
	
              August
                2014

            	
              64,301,542.99

            
	
              September
                2014

            	
              63,369,843.68

            
	
              October
                2014

            	
              62,451,194.95

            
	
              November
                2014

            	
              61,545,417.23

            
	
              December
                2014

            	
              60,652,333.41

            
	
              January
                2015

            	
              59,771,768.75

            
	
              February
                2015

            	
              58,903,550.95

            
	
              March
                2015

            	
              58,047,510.01

            
	
              April
                2015

            	
              57,203,478.26

            
	
              May
                2015

            	
              56,371,290.34

            
	
              June
                2015

            	
              55,550,783.11

            
	
              July
                2015

            	
              54,741,795.67

            
	
              August
                2015

            	
              53,944,169.31

            
	
              September
                2015

            	
              53,157,747.49

            
	
              October
                2015

            	
              52,382,375.81

            
	
              November
                2015

            	
              51,617,901.95

            
	
              December
                2015

            	
              50,864,175.70

            
	
              January
                2016

            	
              50,121,048.87

            
	
              February
                2016

            	
              49,388,375.31

            
	
              March
                2016

            	
              48,666,010.86

            
	
              April
                2016

            	
              47,953,813.32

            
	
              May
                2016

            	
              47,251,642.43

            
	
              June
                2016

            	
              46,559,359.87

            
	
              July
                2016

            	
              45,876,829.16

            
	
              August
                2016

            	
              45,203,915.73

            
	
              September
                2016

            	
              44,540,486.81

            
	
              October
                2016

            	
              43,886,411.47

            
	
              November
                2016

            	
              43,241,560.55

            
	
              December
                2016

            	
              42,605,806.65

            
	
              January
                2017

            	
              41,978,794.64

            
	
              February
                2017

            	
              41,360,634.83

            
	
              March
                2017

            	
              40,751,204.89

            
	
              April
                2017

            	
              40,150,323.75

            
	
              May
                2017

            	
              39,556,946.29

            
	
              June
                2017

            	
              38,951,832.62

            


    

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

    

    “Certificate
      Swap III”: The Interest Rate Swap Agreement, dated as of May 31, 2007,
      between the Supplemental Interest Trust Trustee, and the Swap Provider,
      including any schedule, confirmations, credit support annex or other credit
      support document relating thereto, and attached hereto as Exhibit I-3.


     

    “Certificate
      Swap III Credit Support Annex”: The credit support annex, dated as of
      May 31, 2007, between the Supplemental Interest Trust Trustee and the Swap
      Provider, which is annexed to and forms part of Certificate Swap
      III.

     

    “Certificate
      Swap III Notional Amount”: For each calculation period as defined in Certificate
      Swap III, the lesser of (i) the aggregate Stated Principal Balance of the
      fixed-rate Group II Mortgage Loans at the beginning of the Due Period in which
      the related calculation period begins and (ii) the amount set forth
      below:

     

    
      	
              Distribution
                Date

            	
              Swap
                Notional Amount ($)

            


    

    
      	
              July
                2012

            	
              128,388,937.04

            
	
              August
                2012

            	
              126,555,828.66

            
	
              September
                    2012

            	
              124,748,221.30

            
	
              October
                2012

            	
              122,965,765.23

            
	
              November
                2012

            	
              121,208,115.46

            
	
              December
                2012

            	
              119,474,931.72

            
	
              January
                2013

            	
              117,765,878.36

            
	
              February
                2013

            	
              116,080,624.28

            
	
              March
                2013

            	
              114,418,842.91

            
	
              April
                2013

            	
              112,780,212.11

            
	
              May
                2013

            	
              111,164,414.13

            
	
              June
                2013

            	
              109,571,135.54

            
	
              July
                2013

            	
              108,000,067.18

            
	
              August
                2013

            	
              106,450,904.11

            
	
              September
                2013

            	
              104,923,345.51

            
	
              October
                2013

            	
              103,417,094.69

            
	
              November
                2013

            	
              101,931,858.97

            
	
              December
                2013

            	
              100,467,349.68

            
	
              January
                2014

            	
              99,023,282.06

            
	
              February
                2014

            	
              97,599,375.25

            
	
              March
                2014

            	
              96,195,352.20

            
	
              April
                2014

            	
              94,810,939.62

            
	
              May
                2014

            	
              93,445,867.97

            
	
              June
                2014

            	
              92,099,871.38

            
	
              July
                2014

            	
              90,772,687.58

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                Distribution
                  Date

              	
                Swap
                  Notional Amount ($)

              


      

    

    
      	
              August
                2014

            	
              89,464,057.88

            
	
              September
                2014

            	
              88,173,727.13

            
	
              October
                2014

            	
              86,901,443.64

            
	
              November
                2014

            	
              85,646,959.16

            
	
              December
                2014

            	
              84,410,028.82

            
	
              January
                2015

            	
              83,190,411.08

            
	
              February
                2015

            	
              81,987,867.70

            
	
              March
                2015

            	
              80,802,163.69

            
	
              April
                2015

            	
              79,633,067.26

            
	
              May
                2015

            	
              78,480,349.78

            
	
              June
                2015

            	
              77,343,785.72

            
	
              July
                2015

            	
              76,223,152.66

            
	
              August
                2015

            	
              75,118,231.18

            
	
              September
                2015

            	
              74,028,804.88

            
	
              October
                2015

            	
              72,954,660.29

            
	
              November
                2015

            	
              71,895,586.86

            
	
              December
                2015

            	
              70,851,376.90

            
	
              January
                2016

            	
              69,821,825.59

            
	
              February
                2016

            	
              68,806,730.86

            
	
              March
                2016

            	
              67,805,893.41

            
	
              April
                2016

            	
              66,819,116.69

            
	
              May
                2016

            	
              65,846,206.78

            
	
              June
                2016

            	
              64,886,972.44

            
	
              July
                2016

            	
              63,941,225.05

            
	
              August
                2016

            	
              63,008,778.52

            
	
              September
                2016

            	
              62,089,449.35

            
	
              October
                2016

            	
              61,183,056.52

            
	
              November
                2016

            	
              60,289,421.48

            
	
              December
                2016

            	
              59,408,368.11

            
	
              January
                2017

            	
              58,539,722.73

            
	
              February
                2017

            	
              57,683,314.00

            
	
              March
                2017

            	
              56,838,972.92

            
	
              April
                2017

            	
              56,006,343.23

            
	
              May
                2017

            	
              55,184,686.33

            
	
              June
                2017

            	
              54,338,882.57

            


    

    


    “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 1-A-1, Class 2-A-1-1, Class 2-A-1-2, Class 2-A-1-3,
      Class 2-A-1-4, Class 2-A-1-5, Class 2-A-1-6 and Class 2-A-1-7
      Certificate.

     

    “Class
      A
      Principal Distribution Amount”: The Class A Principal Distribution Amount is an
      amount equal to the sum of: (i) the Class 1A Principal Distribution Amount
      and
      (ii) the Class 2A Principal Distribution Amount.

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    “Class
      1A
      Allocation Percentage”: With respect to any Distribution Date is the percentage
      equivalent of a fraction, the numerator of which is (x) the Group I Principal
      Remittance Amount for such Distribution Date and the denominator of which is
      (y)
      the Principal Remittance Amount for such Distribution Date.

     

    “Class
      1-A-1 Certificate”: Any one of the Class 1-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 IV,
      (ii)
      the right to receive the related Net WAC Rate Carryover Amount and (iii) the
      obligation to pay any Class IO Distribution Amount.

     

    “Class
      1A
      Principal Distribution Amount”: With respect to any Distribution Date, the
      product of (i) the Class 1A Allocation Percentage and (ii) the Senior Principal
      Distribution Amount.

     

    “Class
      2A
      Allocation Percentage”: With respect to any Distribution Date is the percentage
      equivalent of a fraction, the numerator of which is (x) the Group II Principal
      Remittance Amount for such Distribution Date and the denominator of which is
      (y)
      the Principal Remittance Amount for such Distribution Date.

     

    “Class
      2A
      Principal Distribution Amount”: With respect to any Distribution Date, the
      product of (i) the Class 2A Allocation Percentage and (ii) the Senior Principal
      Distribution Amount.

     

    “Class
      2-A-1-1 Certificate”: Any one of the Class 2-A-1-1 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      2-A-1-2 Certificate”: Any one of the Class 2-A-1-2 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Class 2-A-1-2
      Supplemental Interest Trust Trustee, substantially in the form annexed hereto
      as
      Exhibit A-2 and representing undivided beneficial ownership interests in the
      Class 2-A-1-2 Supplemental Interest Trust, the assets of which are described
      in
      Section 2.13. 

     

    “Class
      2-A-1-2 Certificate Swap Agreement:” The interest rate swap agreement, dated as
      of May 31, 2007, between the Class 2-A-1-2 Supplemental Interest Trust Trustee,
      on behalf of the Class 2-A-1-2 Supplemental Interest Trust, and the Class
      2-A-1-2 Certificate Swap Provider, for the benefit of the holders of the Class
      2-A-1-2 Certificates, including the Class 2-A-1-2 Swap Credit Support Annex,
      any
      schedule, confirmation or other credit support document relating thereto, in
      substantially the form of Exhibit J hereto.

     

    “Class
      2-A-1 Certificate Swap Agreement Termination Date”: The earlier of (i) the
      Distribution Date in June 2047 and (ii) the Distribution Date upon which the
      Certificate Principal Balance of the Class 2-A-1-2 Certificates has been reduced
      to zero.

     


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    “Class
      2-A-1-2 Certificate Swap Provider”: The swap provider under the Class 2-A-1-2
      Certificate Swap Agreement either (a) entitled to receive payments from the
      Class 2-A-1-2 Supplemental Interest Trust or (b) required to make payments
      to
      the Class 2-A-1-2 Supplemental Interest Trust, in either case pursuant to the
      terms of the Class 2-A-1-2 Certificate Swap Agreement. Initially, the Class
      2-A-1-2 Certificate Swap Provider shall be Deutsche Bank AG, New York
      Branch.

     

    “Class
      2-A-1-2 Certificate Swap Provider Trigger Event”: A Class 2-A-1-2 Certificate
      Swap Provider Trigger Event shall have occurred if any of the following has
      occurred: (i) an Event of Default under the Class 2-A-1-2 Certificate Swap
      Agreement with respect to which the Class 2-A-1-2 Certificate Swap Provider
      is a
      Defaulting Party (as defined in the Class 2-A-1-2 Certificate Swap Agreement),
      (ii) a Termination Event under the Class 2-A-1-2 Certificate Swap Agreement
      with
      respect to which the Class 2-A-1-2 Certificate Swap Provider is the sole
      Affected Party (as defined in the Class 2-A-1-2 Certificate Swap Agreement)
      or
      (iii) an Additional Termination Event under the Class 2-A-1-2 Certificate Swap
      Agreement with respect to which the Class 2-A-1-2 Certificate Swap Provider
      is
      the sole Affected Party.

     

    “Class
      2-A-1-2 Certificate Swap Termination Payment”: Upon the designation of an “Early
      Termination Date” as defined in the Class 2-A-1-2 Certificate Swap Agreement,
      the payment to be made by the Securities Administrator on behalf of the Class
      2-A-1-2 Supplemental Interest Trust Trustee from the Class 2-A-1-2 Supplemental
      Interest Trust to the Class 2-A-1-2 Certificate Swap Provider, or by the Class
      2-A-1-2 Certificate Swap Provider to the Class 2-A-1-2 Supplemental Interest
      Trust, as applicable, pursuant to the terms of the Class 2-A-1-2 Certificate
      Swap Agreement.

     

    “Class
      2-A-1-2 Supplemental Interest Trust”: The corpus of a trust created by the
      Trustee, as Class 2-A-1-2 Supplemental Interest Trust Trustee, pursuant to
      Section 5.10 of this Agreement and designated as the “Class 2-A-1-2 Supplemental
      Interest Trust,” consisting of the Class 2-A-1-2 Certificate Swap Agreement, the
      Class 2-A-1-2 Underlying Interest, the Class 2-A-1-2 Swap Collateral Account
      and
      the Class 2-A-1-2 Swap Account, beneficial ownership of which is represented
      by
      the Class 2-A-1-2 Certificates. For the avoidance of doubt, the Class 2-A-1-2
      Supplemental Interest Trust does not constitute a part of the Trust
      Fund.

     

    “Class
      2-A-1-2 Supplemental Interest Trust Trustee”: HSBC Bank USA, National
      Association, as trustee on behalf of the Class 2-A-1-2 Supplemental Interest
      Trust, its successors or assigns.

     

    “Class
      2-A-1-2 Swap Collateral Account”: As defined in Section 5.10
      hereof.

     

    “Class
      2-A-1-2 Swap Credit Support Annex”: The credit support annex, dated as of May
      31, 2007, between the Class 2-A-1-2 Supplemental Interest Trust Trustee and
      the
      Class 2-A-1-2 Certificate Swap Provider, which is annexed to and forms part
      of
      the Class 2-A-1-2 Certificate Swap Agreement.

     

    “Class
      2-A-1-2 Swap Guaranty”: As defined in Section 5.11 hereof.

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    “Class
      2-A-1-2 Underlying Interest”: An uncertificated interest in the Trust evidencing
      (i) a Regular Interest in REMIC IV, (ii) the right to receive the related Net
      WAC Rate Carryover Amount and (iii) the obligation to pay any Class IO
      Distribution Amount.

     

    “Class
      2-A-1-3 Certificate”: Any one of the Class 2-A-1-3 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      2-A-1-4 Certificate”: Any one of the Class 2-A-1-4 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      2-A-1-5 Certificate”: Any one of the Class 2-A-1-5 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      2-A-1-6 Certificate”: Any one of the Class 2-A-1-6 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Class 2-A-1-6
      Supplemental Interest Trust Trustee, substantially in the form annexed hereto
      as
      Exhibit A-2 and representing undivided beneficial ownership interests in the
      Class 2-A-1-6 Supplemental Interest Trust, the assets of which are described
      in
      Section 2.13.

     

    “Class
      2-A-1-6 Certificate Swap Agreement:” The interest rate swap agreement, dated as
      of May 31, 2007, between the Class 2-A-1-6 Supplemental Interest Trust Trustee,
      on behalf of the Class 2-A-1-6 Supplemental Interest Trust, and the Class
      2-A-1-6 Certificate Swap Provider, for the benefit of the Class 2-A-1-6 Grantor
      Trust and the holders of the Class 2-A-1-6 Certificates, including the Class
      2-A-1-6 Swap Credit Support Annex, any schedule, confirmation or other credit
      support document relating thereto, in substantially the form of Exhibit K
      hereto.

     

    “Class
      2-A-1 Certificate Swap Agreement Termination Date”: The earlier of (i) the
      Distribution Date in June 2047 and (ii) the Distribution Date upon which the
      Certificate Principal Balance of the Class 2-A-1-6 Certificates has been reduced
      to zero.

     

    “Class
      2-A-1-6 Certificate Swap Provider”: The swap provider under the Class 2-A-1-6
      Certificate Swap Agreement either (a) entitled to receive payments from the
      Class 2-A-1-6 Supplemental Interest Trust or (b) required to make payments
      to
      the Class 2-A-1-6 Supplemental Interest Trust, in either case pursuant to the
      terms of the Class 2-A-1-6 Certificate Swap Agreement. Initially, the Class
      2-A-1-6 Certificate Swap Provider shall be Deutsche Bank AG, New York
      Branch.

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    “Class
      2-A-1-6 Certificate Swap Provider Trigger Event”: A Class 2-A-1-6 Certificate
      Swap Provider Trigger Event shall have occurred if any of the following has
      occurred: (i) an Event of Default under the Class 2-A-1-6 Certificate Swap
      Agreement with respect to which the Class 2-A-1-6 Certificate Swap Provider
      is a
      Defaulting Party (as defined in the Class 2-A-1-6 Certificate Swap Agreement),
      (ii) a Termination Event under the Class 2-A-1-6 Certificate Swap Agreement
      with
      respect to which the Class 2-A-1-6 Certificate Swap Provider is the sole
      Affected Party (as defined in the Class 2-A-1-6 Certificate Swap Agreement)
      or
      (iii) an Additional Termination Event under the Class 2-A-1-6 Certificate Swap
      Agreement with respect to which the Class 2-A-1-6 Certificate Swap Provider
      is
      the sole Affected Party.

     

    “Class
      2-A-1-6 Certificate Swap Termination Payment”: Upon the designation of an “Early
      Termination Date” as defined in the Class 2-A-1-6 Certificate Swap Agreement,
      the payment to be made by the Securities Administrator on behalf of the Class
      2-A-1-6 Supplemental Interest Trust Trustee from the Class 2-A-1-6 Supplemental
      Interest Trust to the Class 2-A-1-6 Certificate Swap Provider, or by the Class
      2-A-1-6 Certificate Swap Provider to the Class 2-A-1-6 Supplemental Interest
      Trust, as applicable, pursuant to the terms of the Class 2-A-1-6 Certificate
      Swap Agreement.

     

    “Class
      2-A-1-6 Supplemental Interest Trust”: The corpus of a trust created by the
      Trustee, as Class 2-A-1-6 Supplemental Interest Trust Trustee, pursuant to
      Section 5.12 of this Agreement and designated as the “Class 2-A-1-6 Supplemental
      Interest Trust,” consisting of the Class 2-A-1-6 Certificate Swap Agreement, the
      Class 2-A-1-6 Underlying Interest, the Class 2-A-1-6 Swap Collateral Account
      and
      the Class 2-A-1-6 Swap Account, beneficial ownership of which is represented
      by
      the Class 2-A-1-6 Certificates. For the avoidance of doubt, the Class 2-A-1-6
      Supplemental Interest Trust does not constitute a part of the Trust
      Fund.

     

    “Class
      2-A-1-6 Supplemental Interest Trust Trustee”: HSBC Bank USA, National
      Association, as trustee on behalf of the Class 2-A-1-6 Supplemental Interest
      Trust, its successors or assigns.

     

    “Class
      2-A-1-6 Swap Collateral Account”: As defined in Section 5.13
      hereof.

     

    “Class
      2-A-1-6 Swap Credit Support Annex”: The credit support annex, dated as of May
      31, 2007, between the Class 2-A-1-6 Supplemental Interest Trust Trustee and
      the
      Class 2-A-1-6 Certificate Swap Provider, which is annexed to and forms part
      of
      the Class 2-A-1-6 Certificate Swap Agreement.

     

    “Class
      2-A-1-6 Swap Guaranty”: As defined in Section 5.13 hereof.

     

    “Class
      2-A-1-6 Underlying Interest”: An uncertificated interest in the Trust evidencing
      (i) a Regular Interest in REMIC IV, (ii) the right to receive the related Net
      WAC Rate Carryover Amount and (iii) the obligation to pay any Class IO
      Distribution Amount.

     

    “Class
      2-A-1-7 Certificate”: Any one of the Class 2-A-1-7 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    “Class
      CE
      Certificate”: Any one of the Class CE Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-4 and evidencing (i) a Regular Interest in
      REMIC IV, (ii) beneficial ownership of the Reserve Fund and (iii) beneficial
      ownership of the Supplemental Interest Trust.

     

    “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
      M-1 Certificate”: Any one of the Class M-1 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-1 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates and the Certificate Principal Balances of the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest (after
      taking into account the payment of the Class A Principal Distribution Amount
      on
      such Distribution Date) and (ii) the Certificate Principal Balance of the Class
      M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
      of (A) the product of (i) 86.80% and (ii) the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date plus the amount on deposit in the
      Pre-Funding Account on the Closing Date. 

     

    “Class
      M-2 Certificate”: Any one of the Class M-2 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    “Class
      M-2 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates and the Certificate Principal Balances of the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest (after
      taking into account the payment of the Class A Principal Distribution Amount
      on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates (after taking into account the payment of the Class M-1 Principal
      Distribution Amount on such Distribution Date) and (iii) the Certificate
      Principal Balance of the Class M-2 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 89.60% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date plus the amount
      on deposit in the Pre-Funding Account on the Closing Date.

     

    “Class
      M-3 Certificate”: Any one of the Class M-3 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-3 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates and the Certificate Principal Balances of the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest (after
      taking into account the payment of the Class A Principal Distribution Amount
      on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates (after taking into account the payment of the Class M-1 Principal
      Distribution Amount on such Distribution Date), (iii) the Certificate Principal
      Balance of the Class M-2 Certificates (after taking into account the payment
      of
      the Class M-2 Principal Distribution Amount on such Distribution Date) and
      (iv)
      the Certificate Principal Balance of the Class M-3 Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product of (i)
      91.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) and (B) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) minus the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off Date
      plus the amount on deposit in the Pre-Funding Account on the Closing
      Date.

     


    
      
        
        

      

      
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    “Class
      M-4 Certificate”: Any one of the Class M-4 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-4 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates and the Certificate Principal Balances of the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest (after
      taking into account the payment of the Class A Principal Distribution Amount
      on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates (after taking into account the payment of the Class M-1 Principal
      Distribution Amount on such Distribution Date), (iii) the Certificate Principal
      Balance of the Class M-2 Certificates (after taking into account the payment
      of
      the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
      the
      Certificate Principal Balance of the Class M-3 Certificates (after taking into
      account the payment of the Class M-3 Principal Distribution Amount on such
      Distribution Date), and (v) the Certificate Principal Balance of the Class
      M-4
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 92.80% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date plus the amount on deposit in the
      Pre-Funding Account on the Closing Date.

     

    “Class
      M-5 Certificate”: Any one of the Class M-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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-5 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class 1-A-1, Class 2-A-1-1,
      Class
      2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates and the
      Certificate Principal Balances of the Class 2-A-1-2 Underlying Interest and
      the
      Class 2-A-1-6 Underlying Interest (after taking into account the payment of
      the
      Class A Principal Distribution Amount on such Distribution Date),
      (ii)
      the Certificate Principal Balance of the Class M-1 Certificates (after taking
      into account the payment of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
      Certificates (after taking into account the payment of the Class M-2 Principal
      Distribution Amount on such Distribution Date), (iv) the Certificate Principal
      Balance of the Class M-3 Certificates (after taking into account the payment
      of
      the Class M-3 Principal Distribution Amount on such Distribution Date), (v)
      the
      Certificate Principal Balance of the Class M-4 Certificates (after taking into
      account the payment of the Class M-4 Principal Distribution Amount on such
      Distribution Date) and (vi) the Certificate Principal Balance of the Class
      M-5
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 94.00% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date plus the amount on deposit in the
      Pre-Funding Account on the Closing Date.

     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    “Class
      M-6 Certificate”: Any one of the Class M-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, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-6 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates and the Certificate Principal Balances of the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest (after
      taking into account the payment of the Class A Principal Distribution Amount
      on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates (after taking into account the payment of the Class M-1 Principal
      Distribution Amount on such Distribution Date), (iii) the Certificate Principal
      Balance of the Class M-2 Certificates (after taking into account the payment
      of
      the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
      the
      Certificate Principal Balance of the Class M-3 Certificates (after taking into
      account the payment of the Class M-3 Principal Distribution Amount on such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates (after taking into account the payment of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the payment
      of
      the Class M-5 Principal Distribution Amount on such Distribution Date) and
      (vii)
      the Certificate Principal Balance of the Class M-6 Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product of (i)
      95.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) and (B) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) minus the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off Date
      plus the amount on deposit in the Pre-Funding Account on the Closing
      Date.

     


    
      
        
        

      

      
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    “Class
      M-7 Certificate”: Any one of the Class M-7 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-7 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates and the Certificate Principal Balances of the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest (after
      taking into account the payment of the Class A Principal Distribution Amount
      on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates (after taking into account the payment of the Class M-1 Principal
      Distribution Amount on such Distribution Date), (iii) the Certificate Principal
      Balance of the Class M-2 Certificates (after taking into account the payment
      of
      the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
      the
      Certificate Principal Balance of the Class M-3 Certificates (after taking into
      account the payment of the Class M-3 Principal Distribution Amount on such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates (after taking into account the payment of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the payment
      of
      the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
      the Certificate Principal Balance of the Class M-6 Certificates (after taking
      into account the payment of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date) and (viii) the Certificate Principal Balance of the Class
      M-7
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 96.00% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date plus the amount on deposit in the
      Pre-Funding Account on the Closing Date.

     

    “Class
      M-8 Certificate”: Any one of the Class M-8 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-8 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates and the Certificate Principal Balances of the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest (after
      taking into account the payment of the Class A Principal Distribution Amount
      on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates (after taking into account the payment of the Class M-1 Principal
      Distribution Amount on such Distribution Date), (iii) the Certificate Principal
      Balance of the Class M-2 Certificates (after taking into account the payment
      of
      the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
      the
      Certificate Principal Balance of the Class M-3 Certificates (after taking into
      account the payment of the Class M-3 Principal Distribution Amount on such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates (after taking into account the payment of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the payment
      of
      the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
      the Certificate Principal Balance of the Class M-6 Certificates (after taking
      into account the payment of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
      Certificates (after taking into account the payment of the Class M-7 Principal
      Distribution Amount on such Distribution Date) and (ix) the Certificate
      Principal Balance of the Class M-8 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 97.00% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date plus the amount
      on deposit in the Pre-Funding Account on the Closing Date.

     


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    “Class
      M-9 Certificate”: Any one of the Class M-9 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 IV, (ii) the right to receive the related Net WAC
      Rate
      Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-9 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates and the Certificate Principal Balances of the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest (after
      taking into account the payment of the Class A Principal Distribution Amount
      on
      such Distribution Date), (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates (after taking into account the payment of the Class M-1 Principal
      Distribution Amount on such Distribution Date), (iii) the Certificate Principal
      Balance of the Class M-2 Certificates (after taking into account the payment
      of
      the Class M-2 Principal Distribution Amount on such Distribution Date), (iv)
      the
      Certificate Principal Balance of the Class M-3 Certificates (after taking into
      account the payment of the Class M-3 Principal Distribution Amount on such
      Distribution Date), (v) the Certificate Principal Balance of the Class M-4
      Certificates (after taking into account the payment of the Class M-4 Principal
      Distribution Amount on such Distribution Date), (vi) the Certificate Principal
      Balance of the Class M-5 Certificates (after taking into account the payment
      of
      the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
      the Certificate Principal Balance of the Class M-6 Certificates (after taking
      into account the payment of the Class M-6 Principal Distribution Amount on
      such
      Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
      Certificates (after taking into account the payment of the Class M-7 Principal
      Distribution Amount on such Distribution Date), (ix) the Certificate Principal
      Balance of the Class M-8 Certificates (after taking into account the payment
      of
      the Class M-8 Principal Distribution Amount on such Distribution Date) and
      (x)
      the Certificate Principal Balance of the Class M-9 Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product of (i)
      98.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) and (B) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) minus the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off Date
      plus the amount on deposit in the Pre-Funding Account on the Closing
      Date.

     


    
      
        
        

      

      
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    “Class
      P
      Certificate”: Any one of the Class P Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC
      IV
      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-6, and evidencing the Class R-I Interest,
      the
      Class R-II Interest, the Class R-III Interest and the Class R-IV
      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.

     

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

     

    “Closing
      Date”: May 31, 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 2007-1, Mortgage
      Pass-Through Certificates”. The Collection Account must be an Eligible
      Account.

     


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    “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., 2007-1, 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 2007-1),
      and (B) for all other purposes, Wells Fargo Bank, National Association, P.O.
      Box
      98, Columbia, Maryland 21046, Attention: Corporate Trust (MHL 2007-1) (or for
      overnight deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention: Corporate Trust (MHL 2007-1)), 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.

     

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

     

    
      	
              REMIC
                III Regular Interest

            	 	
              Class

            
	
              REMIC
                III Regular Interest 1-A-1

            	 	
              1-A-1

            
	
              REMIC
                III Regular Interest 2-A-1-1

            	 	
              2-A-1-1

            
	
              REMIC
                III Regular Interest 2-A-1-2

            	 	
              2-A-1-2

            
	
              REMIC
                III Regular Interest 2-A-1-3

            	 	
              2-A-1-3

            
	
              REMIC
                III Regular Interest 2-A-1-4

            	 	
              2-A-1-4

            
	
              REMIC
                III Regular Interest 2-A-1-5

            	 	
              2-A-1-5

            
	
              REMIC
                III Regular Interest 2-A-1-6

            	 	
              2-A-1-6

            
	
              REMIC
                III Regular Interest 2-A-1-7

            	 	
              2-A-1-7

            
	
              REMIC
                III Regular Interest M-1

            	 	
              M-1

            
	
              REMIC
                III Regular Interest M-2

            	 	
              M-2

            
	
              REMIC
                III Regular Interest M-3

            	 	
              M-3

            
	
              REMIC
                III Regular Interest M-4

            	 	
              M-4

            
	
              REMIC
                III Regular Interest M-5

            	 	
              M-5

            
	
              REMIC
                III Regular Interest M-6

            	 	
              M-6

            
	
              REMIC
                III Regular Interest M-7

            	 	
              M-7

            
	
              REMIC
                III Regular Interest M-8

            	 	
              M-8

            
	
              REMIC
                III Regular Interest M-9

            	 	
              M-9

            
	
              REMIC
                III Regular Interest P

            	 	
              P

            


    

    



    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    “Credit
      Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
      a fraction, the numerator of which is the sum of the aggregate Certificate
      Principal Balances of the Mezzanine Certificates and the Class CE Certificates
      (which includes the Overcollateralization Amount), and the denominator of which
      is the aggregate Stated Principal Balance of the Mortgage Loans and amounts
      on
      deposit in the Pre-Funding Account, calculated after taking into account
      distributions of principal on the Mortgage Loans and distribution of the
      Principal Distribution Amount to the Certificates then entitled to distributions
      of principal on such Distribution Date.

     

    “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 Stated 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.

     

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

     

    “Custodial
      Agreement”: The Custodial Agreement dated as of May 31, 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, May 1, 2007 (other than any
      Subsequent Mortgage Loan or Qualified Substitute Mortgage Loan). With respect
      to
      all Qualified Substitute Mortgage Loans, their respective dates of substitution.
      With respect to those Subsequent Mortgage Loans sold to the Trust pursuant
      to a
      Subsequent Transfer Instrument, the later of (i) first day of the month in
      which
      the related Subsequent Transfer Date occurs or (ii) the date of origination
      of
      such Mortgage Loan. References herein to the “Cut-off Date,” when used with
      respect to more than one Mortgage Loan, shall be to the respective Cut-off
      Dates
      for such Mortgage Loans. 

     

    “Debt
      Service Reduction”: With respect to any Mortgage Loan, a reduction in the
      scheduled Monthly Payment for such Mortgage Loan by a court of competent
      jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
      resulting from a Deficient Valuation.

     


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    “Deficient
      Valuation”: With respect to any Mortgage Loan, a valuation of the related
      Mortgaged Property by a court of competent jurisdiction in an amount less than
      the then outstanding principal balance of the Mortgage Loan, which valuation
      results from a proceeding initiated under the Bankruptcy Code.

     

    “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 Stated 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 Stated 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 Offered
      Certificates, comparable ratings by any other nationally recognized statistical
      rating agency then rating the Offered Certificates).

     

    “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.

     

    “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.

     


    
      
        
        

      

      
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    “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.

     

    “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 2007-1”.
      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 June
      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. 

     


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    “Eligible
      Account”: Any of (i) an account or accounts maintained with a Depository
      Institution, (ii) an account or accounts the deposits in which are fully insured
      by the FDIC, (iii) a trust account or accounts maintained with a federal
      depository institution or state chartered depository institution acting in
      its
      fiduciary capacity or (iv) an account or accounts acceptable to the NIMS Insurer
      and each Rating Agency as confirmed and approved in writing by each Rating
      Agency. Eligible Accounts may bear interest.

     

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

     

    “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
      Spread Reserve Account”:
      The separate account created and maintained, or caused to be created and
      maintained, by Wells Fargo pursuant to Section 5.01(g) of this Agreement
      which shall contain any amounts paid on each Distribution Date from July 2007
      to
      October 2008 under the Interest Rate Floor Agreement and not distributed to
      Certificateholders, the Class 2-A-1-2 Underlying Interest or the Class 2-A-1-6
      Underlying Interest on such Distribution Dates, which shall be entitled “Wells
      Fargo Bank, National Association, in trust for registered holders of MortgageIT
      Securities Corp. Mortgage Loan Trust, Series 2007-1”. The Excess Spread Reserve
      Account must be an Eligible Account.

     

    “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 Terminator 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.

     


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    “GMAC”:
      GMAC Mortgage, LLC.

     

    “Gross
      Margin”: With respect to each Adjustable Rate Mortgage Loan, the fixed
      percentage set forth in the related Mortgage Note that is added to the Index
      on
      each Adjustment Date in accordance with the terms of the related Mortgage Note
      used to determine the Mortgage Rate for such Adjustable Rate Mortgage
      Loan.

     

    “Group
      I
      Allocation Percentage”: The aggregate principal balance of the Group I Mortgage
      Loans divided by the sum of the aggregate principal balance of the Group I
      Mortgage Loans and Group II Mortgage Loans.

     

    “Group
      I
      Interest Remittance Amount”: With respect to any Distribution Date, that portion
      of the Available Distribution Amount for such Distribution Date that represents
      interest received or advanced on the Group I Mortgage Loans (net of the
      Administration Fees and any Prepayment Charges and after taking into account
      amounts payable or reimbursable to the Trustee, the Custodian, the Securities
      Administrator, the Credit Risk Manager, the Master Servicer or the Servicers
      pursuant to this Agreement, the Servicing Agreement or the Custodial Agreement
      with respect to the Group I Mortgage Loans).

     

    “Group
      I
      Mortgage Loans”: Those Mortgage Loans identified on the Mortgage Loan Schedule
      as Group I Mortgage Loans.

     

    “Group
      I
      Pre-Funding Sub-Account”: The sub-account of the Pre-Funding Account into which
      the Original Group I Pre-Funded Amount will be deposited on the Closing
      Date.

     

    “Group
      I
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of all Monthly Payments on the Group I 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 Group I 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; (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 Group I 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 and (iv) any portion of the Original Group I Pre-Funded Amount
      remaining at the end of the Pre-Funding Period and (v) the Class 1A Allocation
      Percentage of the amount of any Overcollateralization Increase Amount for such
      Distribution Date minus
      (vi) the
      Class 1A Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    “Group
      I
      Principal Remittance Amount”: With respect to any Distribution Date, the sum of
      the amounts described in clauses (i) through (iii) of the definition of
      Group I Principal Distribution Amount.

     

    “Group
      II
      Allocation Percentage”: The aggregate principal balance of the Group II Mortgage
      Loans divided by the sum of the aggregate principal balance of the Group I
      Mortgage Loans and Group II Mortgage Loans.

     

    “Group
      II
      Interest Remittance Amount”: With respect to any Distribution Date, that portion
      of the Available Distribution Amount for such Distribution Date that represents
      interest received or advanced on the Group II Mortgage Loans (net of the
      Administration Fees and any Prepayment Charges and after taking into account
      amounts payable or reimbursable to the Trustee, the Custodian, the Securities
      Administrator, the Credit Risk Manager, the Master Servicer or the Servicers
      pursuant to this Agreement, the Servicing Agreement or the Custodial Agreement
      with respect to the Group II Mortgage Loans).

     

    “Group
      II
      Mortgage Loans”: Those Mortgage Loans identified on the Mortgage Loan Schedule
      as Group II Mortgage Loans.

     

    “Group
      II
      Pre-Funding Sub-Account”: The sub-account of the Pre-Funding Account into which
      the Original Group II Pre-Funded Amount will be deposited on the Closing
      Date.

     

    “Group
      II
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of all Monthly Payments on the Group II 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 Group II 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; (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 Group II 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 and (iv) any portion of the Original Group II Pre-Funded Amount
      remaining at the end of the Pre-Funding Period and (v) the Class 2A Allocation
      Percentage of the amount of any Overcollateralization Increase Amount for such
      Distribution Date minus
      (vi) the
      Class 2A Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    “Group
      II
      Principal Remittance Amount”: With respect to any Distribution Date, the sum of
      the amounts described in clauses (i) through (iii) of the definition of Group
      II
      Principal Distribution Amount.

     

    “Indenture”:
      An indenture relating to the issuance of notes secured by the Class CE
      Certificates, the Class P Certificates, the Class R Certificates (or any portion
      thereof) which may or may not be guaranteed by the NIMS Insurer.

     

    “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.

     

    “Index”:
      As of any Adjustment Date, the index applicable to the determination of the
      Mortgage Rate on each Adjustable Rate Mortgage Loan will generally be (A) the
      average of the interbank offered rates for six-month United States dollar
      deposits in the London market as published in The Wall Street Journal and as
      most recently available either (i) as of the first business day 45 days prior
      to
      that adjustment date or (ii) as of the first business day of the month preceding
      the month of the adjustment date, as specified in the related mortgage note
      (“Six-Month LIBOR”), (B) the average of interbank offered rates for one-year
      U.S. dollar-denominated deposits in the London market based on quotations of
      major banks as published in The Wall Street Journal and are most recently
      available as of the time specified in the related mortgage note (“One-Year
      LIBOR”), and (C) the weekly average yield on United States Treasury Securities
      adjusted to a constant maturity of one year, as published in the Federal Reserve
      Statistical Release H.15 (519) as most recently announced as of a date 45 days
      prior to that adjustment date (“One-Year CMT”)..

     


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    “Initial
      Group I Mortgage Loan”: Any of the Group I Mortgage Loans included in the Trust
      Fund as of the Closing Date. The aggregate Scheduled Principal Balance of the
      Initial Group I Mortgage Loans (after deducting all Monthly Payments due on
      or
      before the Cut-off Date) as of the Cut-off Date is $448,074,192.72.

     

    “Initial
      Group II Mortgage Loan”: Any of the Group II Mortgage Loans included in the
      Trust Fund as of the Closing Date. The aggregate Scheduled Principal Balance
      of
      the Initial Group II Mortgage Loans (after deducting all Monthly Payments due
      on
      or before the Cut-off Date) as of the Cut-off Date is
      $658,157,902.56.

     

    “Initial
      Mortgage Loan”: Any of the Initial Group I Mortgage Loans or Initial Group II
      Mortgage Loans included in the Trust Fund as of the Closing Date. The aggregate
      Scheduled Principal Balance of the Initial Mortgage Loans (after deducting
      all
      Monthly Payments due on or before the Cut-off Date) as of the Cut-off Date
      is
      $1,106,232,095.28.

     

    “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 1-A-1,
      Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7
      Certificates, the Mezzanine Certificates and the Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-6 Underlying Interest, 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 Class CE
      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
      Carry Forward Amount”: With respect to any Distribution Date and any Class
      1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 or Class
      2-A-1-7 Certificate, Mezzanine Certificate, Class 2-A-1-2 Underlying Interest
      or
      Class 2-A-1-6 Underlying Interest, the sum of (i) the amount, if any, by which
      (a) the Interest Distribution Amount for such Class or Underlying Interest
      as of
      the immediately preceding Distribution Date exceeded (b) the actual amount
      distributed on such Class or Underlying Interest in respect of interest on
      such
      immediately preceding Distribution Date and (ii) the amount of any Interest
      Carry Forward Amount for such Class or Underlying Interest remaining unpaid
      from
      the previous Distribution Date, plus accrued interest on such sum calculated
      at
      the related Pass-Through Rate for the most recently ended Interest Accrual
      Period.

     


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    “Interest
      Determination Date”: With respect to the Class 1-A-1, Class 2-A-1-1, Class
      2-A-1-3, Class 2-A-1-4, Class 2-A-1-5, Class 2-A-1-7 Certificates, Mezzanine
      Certificates, the Class 2-A-1-2 Underlying Interest, the Class 2-A-1-6
      Underlying Interest, REMIC II Regular Interests and REMIC III Regular Interests
      (other than REMIC III Regular Interest P) and any Interest Accrual Period
      therefor, the second London Business Day preceding the commencement of such
      Interest Accrual Period.

     

    “Interest
      Distribution Amount”: With respect to any Distribution Date and any Class 1-A-1,
      Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5, Class 2-A-1-7
      Certificates, Mezzanine Certificates, the Class 2-A-1-2 Underlying Interest,
      the
      Class 2-A-1-6 Underlying Interest and any Class CE Certificates, the aggregate
      Accrued Certificate Interest on the Certificates of such Class or Underlying
      Interest for such Distribution Date.

     

    “Interest
      Rate Floor Agreement”: The Interest Rate Floor Agreement, dated as of May 31,
      2007, between the Supplemental Interest Trust Trustee and the Interest Rate
      Floor Provider, including any schedule, confirmations, credit support annex
      or
      other credit support document relating thereto, and attached hereto as Exhibit
      L.

     

    “Interest
      Rate Floor Credit Support Annex”: The credit support annex, dated as of May 31,
      2007, between the Supplemental Interest Trust Trustee and the Interest Rate
      Floor Provider, which is annexed to and forms part of the Interest Rate Floor
      Agreement.

     

    “Interest
      Rate Floor Provider”: The provider under the Interest Rate Floor Agreement
      required to make payments to the Supplemental Interest Trust pursuant to the
      terms of the Interest Rate Floor Agreement, and any successor in interest or
      assign. Initially, the Interest Rate Floor Provider shall be Deutsche Bank
      AG
      New York Branch.

     

    “Interest
      Rate Floor Event of Default”: Shall have occurred if any of the following has
      occurred: (i) an Event of Default under the Interest Rate Floor Agreement,
      (ii)
      a Termination Event under the Interest Rate Floor Agreement or (iii) an
      Additional Termination Event under the Interest Rate Floor Agreement, in each
      case, as defined under the Interest Rate Floor Agreement.

     

    “Interest
      Remittance Amount”: With respect to any Distribution Date, the sum of: (i) the
      Group I Interest Remittance Amount and (ii) the Group II Interest Remittance
      Amount.

     

    “Last
      Scheduled Distribution Date”: The Distribution Date occurring in June 2047,
      which is the Distribution Date immediately following the maturity date for
      the
      Mortgage Loan with the latest maturity date.

     

    “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.

     


    
      
        
        

      

      
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    “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.

     

    “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. 

     

    “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.

     

    “Marker
      Rate”: With respect to the Class CE Certificates and any Distribution Date, a
      per annum rate equal to two (2) times the weighted average of the REMIC III
      Remittance Rate for each of REMIC III Regular Interest 1-A-1, REMIC III Regular
      Interest 2-A-1-1, REMIC III Regular Interest 2-A-1-2, REMIC III Regular Interest
      2-A-1-3, REMIC III Regular Interest 2-A-1-4, REMIC III Regular Interest 2-A-1-5,
      REMIC III Regular Interest 2-A-1-6, REMIC III Regular Interest 2-A-1-7, REMIC
      III Regular Interest M-1, REMIC III Regular Interest M-2, REMIC III Regular
      Interest M-3, REMIC III Regular Interest M-4, REMIC III Regular Interest M-5,
      REMIC III Regular Interest M-6, REMIC III Regular Interest M-7, REMIC III
      Regular Interest M-8, REMIC III Regular Interest M-9 and REMIC III Regular
      Interest ZZ, with the rate on each such REMIC III Regular Interest (other than
      REMIC III Regular Interest ZZ) subject to a cap equal to the lesser of (i)
      the
      related One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC
      Pass-Through Rate for the Corresponding Certificate for the purpose of this
      calculation for such Distribution Date and with the rate on REMIC III Regular
      Interest ZZ subject to a cap of zero for the purpose of this calculation;
      provided however, each such cap for each REMIC III Regular Interest (other
      than
      REMIC III Regular Interest ZZ) shall be multiplied by a fraction the numerator
      of which is the actual number of days in the related Interest Accrual Period
      and
      the denominator of which is 30.

     


    
      
        
        

      

      
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    “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.

     

    “Maximum
      ZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution
      Date, the excess of (i) accrued interest at the REMIC III Remittance Rate
      applicable to REMIC III Regular Interest ZZ for such Distribution Date on a
      balance equal to the Uncertificated Balance of REMIC III Regular Interest ZZ
      minus the REMIC III Overcollateralization Amount, in each case for such
      Distribution Date, over (ii) Uncertificated Interest on REMIC III Regular
      Interest 1-A-1, REMIC III Regular Interest 2-A-1-1, REMIC III Regular Interest
      2-A-1-2, REMIC III Regular Interest 2-A-1-3, REMIC III Regular Interest 2-A-1-4,
      REMIC III Regular Interest 2-A-1-5, REMIC III Regular Interest 2-A-1-6, REMIC
      III Regular Interest 2-A-1-7, REMIC III Regular Interest M-1, REMIC III Regular
      Interest M-2, REMIC III Regular Interest M-3, REMIC III Regular Interest M-4,
      REMIC III Regular Interest M-5, REMIC III Regular Interest M-6, REMIC III
      Regular Interest M-7, REMIC III Regular Interest M-8 and REMIC III Regular
      Interest M-9 for such Distribution Date, with the rate on each such REMIC III
      Regular Interest subject to a cap equal to the lesser of (i) the related
      One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC Pass-Through
      Rate
      for the Corresponding Certificate for the purpose of this calculation for such
      Distribution Date; provided however, each such cap for each REMIC III Regular
      Interest shall be multiplied by a fraction the numerator of which is the actual
      number of days in the related Interest Accrual Period and the denominator of
      which is 30.

     

    “Maximum
      Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
      thereunder.

     

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

     

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

     

    “Mezzanine
      Certificate”: Any Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6, Class M-7, Class M-8 or Class M-9 Certificate.

     

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

     

    “Minimum
      Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
      thereunder.

     


    
      
        
        

      

      
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    “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 or second
      lien
      on, or first or second 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 applicable
      Custodian pursuant to Section 2.01 of this Agreement and pursuant to the
      related 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.
      After each Subsequent Transfer Date, Mortgage Loans shall include any Subsequent
      Mortgage Loans transferred to the Trust on such Subsequent Transfer
      Date.

     

    “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.

     

    “Mortgage
      Loan Purchase Agreement”: Shall mean the Mortgage Loan Purchase Agreement dated
      as of May 31, 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, separately identifying the Group I Mortgage Loans and the Group
      II
      Mortgage Loans, 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;

     


    
      
        
        

      

      
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    (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 Stated
      Principal Balance;

     

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

     

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

     

    (xvii) with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment
      Date;

     

    (xviii) with
      respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

     

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

     

    (xx) with
      respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate under
      the terms of the Mortgage Note;

     


    
      
        
        

      

      
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    (xxi) with
      respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxii) the
      Mortgage Rate at origination;

     

    (xxiii) with
      respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
      Cap;

     

    (xxiv) with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date
      immediately following the Cut-off Date;

     

    (xxv) with
      respect to each Adjustable Rate Mortgage Loan, the related Index;

     

    (xxvi) 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;

     

    (xxvii) a
      code
      indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or
      a
      fixed rate Mortgage Loan;

     

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

     

    (xxix) 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;

     

    (xxx) the
      Appraised Value of the Mortgaged Property;

     

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

     

    (xxxii) a
      code
      indicating whether the Mortgage Loan is subject to a Prepayment Charge, the
      term
      of such Prepayment Charge and the amount of such Prepayment Charge;

     

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

     

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

     

    (xxxv) the
      FICO
      score at origination; 

     

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

     

    (xxxvii) a
      code
      indicating whether the Mortgage Loan is secured by a first or second
      lien;

     


    
      
        
        

      

      
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    (xxxviii) 
      the
      Custodian; 

     

    (xxxix) the
      applicable Servicing Fee;

     

    (xl) the
      applicable Servicer; and

     

    (xli) a
      code
      indicating whether the Mortgage Loan is an initial Mortgage Loan or a pre-funded
      Mortgage Loan.

     

    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.

     

    “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, which rate with respect to each
      Adjustable Rate Mortgage Loan (A) as of any date of determination until the
      first Adjustment Date following the Cut-off Date shall be the rate set forth
      in
      the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
      the Cut-off Date and (B) as of any date of determination thereafter shall be
      the
      rate as adjusted on the most recent Adjustment Date equal to the sum, rounded
      to
      the nearest 0.125% as provided in the Mortgage Note, of the Index, as most
      recently available as of a date prior to the Adjustment Date as set forth in
      the
      related Mortgage Note, plus the related Gross Margin; provided that the Mortgage
      Rate on such Adjustable Rate Mortgage Loan on any Adjustment Date shall never
      be
      more than the lesser of (i) the sum of the Mortgage Rate in effect immediately
      prior to the Adjustment Date plus the related Periodic Rate Cap, if any, and
      (ii) the related Maximum Mortgage Rate, and shall never be less than the greater
      of (i) the Mortgage Rate in effect immediately prior to the Adjustment Date
      less
      the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate.
      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
      Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
      any Overcollateralization Reduction Amount for such Distribution Date and (ii)
      the excess of (x) the Available Distribution Amount for such Distribution Date
      over (y) the sum for such Distribution Date of (A) the aggregate Senior Interest
      Distribution Amounts payable to the Holders of the Class 1-A-1, Class 2-A-1-1,
      Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5, Class 2-A-1-7 Certificates and
      the
      Class 2-A-1-2 Underlying Interest and Class 2-A-1-6 Underlying Interest, (B)
      the
      aggregate Interest Distribution Amounts payable to the holders of the Mezzanine
      Certificates, (C) the Principal Remittance Amount and (D) any Net Swap Payment
      or Swap Termination Payment (not caused by the occurrence of a Swap Provider
      Trigger Event) owed to the Swap Provider (to the extent such amount has not
      been
      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 Trustee on behalf of the Supplemental Interest Trust).

     


    
      
        
        

      

      
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    “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 a Certificate 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 1-A-1 Certificates and any
      Distribution Date, a rate per annum (adjusted for the actual number of days
      elapsed in the related Interest Accrual Period) equal to the product of (i)
      twelve and (ii) a fraction, expressed as a percentage, the numerator of which
      is
      the amount of interest which accrued on the Group I Mortgage Loans in the
prior
      calendar month minus
      the
      fees payable to the Servicers and the Credit Risk Manager with respect to the
      Group I Mortgage Loans for such Distribution Date and the Group I Allocation
      Percentage of any Net Swap Payment payable to the Swap Provider and Swap
      Termination Payment payable to the Swap Provider which was not caused by the
      occurrence of a Swap Provider Trigger Event (to the extent such amount has
      not
      been 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 Trustee on behalf of the Supplemental Interest Trust),
      in
      each case for such Distribution Date and the denominator of which is the
      aggregate principal balance of the Group I Mortgage Loans plus any amounts
      on
      deposit in the Group I Pre-Funding Sub-Account 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 which were distributed on the immediately
      preceding Distribution Date. For federal income tax purposes, such rate shall
      be
      expressed as the weighted average of (adjusted for the actual number of days
      elapsed in the related Interest Accrual Period) the REMIC III Remittance Rate
      on
      REMIC III Regular Interest I-GRP, weighted on the basis of the Uncertificated
      Balance of such REMIC III Regular Interest.

     

    With
      respect to any Distribution Date and the Class 2-A-1-1, Class 2-A-1-3, Class
      2-A-1-4, Class 2-A-1-5, Class 2-A-1-7 Certificates, Class 2-A-1-2 Underlying
      Interest, Class 2-A-1-6 Underlying Interest, a rate per annum (adjusted for
      the
      actual number of days elapsed in the related Interest Accrual Period) equal
      to
      the product of (i) twelve and (ii) a fraction, expressed as a percentage, the
      numerator of which is the amount of interest which accrued on the Group II
      Mortgage Loans in the prior calendar month minus the fees payable to the
      Servicers and the Credit Risk Manager with respect to the Group II Mortgage
      Loans for such Distribution Date and the Group II Allocation Percentage of
      any
      Net Swap Payment payable to the Swap Provider and Swap Termination Payment
      payable to the Swap Provider which was not caused by the occurrence of a Swap
      Provider Trigger Event (to the extent such amount has not been 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
      Trustee on behalf of the Supplemental Interest Trust), in each case for such
      Distribution Date and the denominator of which is the aggregate principal
      balance of the Group II Mortgage Loans plus any amounts on deposit in the Group
      II Pre-Funding Sub-Account 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 which were distributed on the immediately preceding
      Distribution Date. For federal income tax purposes, such rate shall be expressed
      as the weighted average of (adjusted for the actual number of days elapsed
      in
      the related Interest Accrual Period) the REMIC III Remittance Rate on REMIC
      III
      Regular Interest II-GRP, weighted on the basis of the Uncertificated Balance
      of
      such REMIC III Regular Interest.

     


    
      
        
        

      

      
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    With
      respect to the Mezzanine Certificates and any Distribution Date a rate per
      annum
      equal to the weighted average (weighted in proportion to the results of
      subtracting (i) the aggregate Certificate Principal Balance of the related
      Class
      A Certificates from (ii) the aggregate principal balance of the Mortgage Loans
      in the related loan group plus any amounts on deposit in the related sub-account
      of the Pre-Funding Account 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 which were distributed on the immediately preceding
      Distribution Date) of (i) the Net WAC Pass-Through Rate for the Class 1-A-1
      Certificates and (ii) the Net WAC Pass-Through Rate for the Class 2-A-1-1,
      Class
      2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates and Class
      2-A-1-2 Underlying Interest and Class 2-A-1-6 Underlying Interest Certificates.
      For federal income tax purposes, such rate shall be expressed as the weighted
      average of (adjusted for the actual number of days elapsed in the related
      Interest Accrual Period) the REMIC III Remittance Rates on (a) REMIC III Regular
      Interest I-SUB, subject to a cap and a floor equal to the REMIC III Remittance
      Rate on REMIC III Regular Interest I-GRP, and (b) REMIC III Regular Interest
      II-SUB, subject to a cap and a floor equal to the REMIC III Remittance Rate
      on
      REMIC III Regular Interest II-GRP, weighted on the basis of the Uncertificated
      Balance of each such REMIC III Regular Interest.

     

    “Net
      WAC
      Rate Carryover Amount”: With respect to any Class 1-A-1, Class 2-A-1-1, Class
      2-A-1-3, Class 2-A-1-4, Class 2-A-1-5, Class 2-A-1-7 Certificates, Class 2-A-1-2
      Underlying Interest, Class 2-A-1-6 Underlying Interest and, after the
      termination of the Class 2-A-1-2 Certificate Swap Agreement or for any
      Distribution Date on which the Class 2-A-1-2 Certificate Swap Provider is not
      required to make a payment under the Class 2-A-1-2 Certificate Swap Agreement,
      the Class 2-A-1-2 Certificates and, after the termination of the Class 2-A-1-6
      Certificate Swap Agreement or for any Distribution Date on which the Class
      2-A-1-6 Certificate Swap Provider is not required to make a payment under the
      Class 2-A-1-6 Certificate Swap Agreement, the Class 2-A-1-6 Certificates and
      any
      Distribution Date on which the Pass-Through Rate is limited to the applicable
      Net WAC Pass-Through Rate, an amount equal to the sum of (i) the excess of
      (x)
      the amount of interest such Class or Underlying Interest 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 or Underlying
      Interest on such Distribution Date over (y) the amount of interest paid to
      such
      Class or Underlying Interest on such Distribution Date at the applicable Net
      WAC
      Pass-Through Rate and (ii) the related Net WAC Rate Carryover Amount for the
      previous Distribution Date not previously distributed to such Class or
      Underlying Interest together with interest thereon at a rate equal to the
      Pass-Through Rate for such Class or Underlying Interest for the most recently
      ended Interest Accrual Period without taking into account the applicable Net
      WAC
      Pass-Through Rate.

     


    
      
        
        

      

      
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    “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.

     

    “NIMS
      Insurer”: Any insurer that is guaranteeing certain payments under notes secured
      by collateral which includes all or a portion of the Class CE Certificates,
      the
      Class P Certificates and/or the Class R Certificates.

     

    “NMWHFIT”:
      Shall mean a “Non-Mortgage Widely Held Fixed Investment Trust” as that term is
      defined in Treasury Regulations section 1.671-5(b)(12) or successor

     

    provisions.

    “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.

     

    “Notional
      Amount”: With respect to the Class CE Certificates and any Distribution Date,
      the Uncertificated Balance of the REMIC II Regular Interests (other than REMIC
      II Regular Interest P) for such Distribution Date. As of the Closing Date,
      the
      Notional Amount of the Class CE Certificates is equal to
      $1,244,870,045.28.

     

    “Offered
      Certificates”: The Class A Certificates and the Mezzanine Certificates,
      collectively.

     

    “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 Certificates, the Mezzanine Certificates,
      the Class 2-A-1-2 Underlying Interest, Class 2-A-1-6 Underlying Interest, REMIC
      III Regular Interests (other than REMIC III Regular Interest P) 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 Rates
      for the relevant Interest Accrual Period, shall, in the absence of manifest
      error, be final and binding.

     

    “One-Month
      LIBOR Pass-Through Rate”: With respect to the Class 1-A-1 Certificates and, for
      purposes of the definition of “Marker Rate”, REMIC III Regular Interest 1-A-1, a
      per annum rate equal to One-Month LIBOR plus the related Certificate
      Margin.

     

    With
      respect to the Class 2-A-1-1 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-1, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class 2-A-1-2 Underlying Interest, Class 2-A-1-2 Certificates
      and, for purposes of the definition of “Marker Rate”, REMIC III Regular Interest
      2-A-1-2, a per annum rate equal to One-Month LIBOR plus the related Certificate
      Margin.

     

    With
      respect to the Class 2-A-1-3 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-3, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     


    
      
        
        

      

      
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    With
      respect to the Class 2-A-1-4 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-4, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class 2-A-1-5 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-5, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class 2-A-1-6 Underlying Interest, Class 2-A-1-6 Certificates
      and, for purposes of the definition of “Marker Rate”, REMIC III Regular Interest
      2-A-1-6, a per annum rate equal to One-Month LIBOR plus the related Certificate
      Margin.

     

    With
      respect to the Class 2-A-1-7 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC III Regular Interest 2-A-1-7, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-1, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-2, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-3, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-4, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-5, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-6, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-7, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-8, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     


    
      
        
        

      

      
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    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC III Regular Interest M-9, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    “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 and (ii) the Original Pre-Funded
      Amount.

     

    “Original
      Group I Pre-Funded Amount”: The amount deposited by the Depositor in the Group I
      Pre-Funding Sub-Account on the Closing Date, which amount is
      $31,393,400.00.

     

    “Original
      Group II Pre-Funded Amount”: The amount deposited by the Depositor in the Group
      II Pre-Funding Sub-Account on the Closing Date, which amount is
      $107,244,650.00.

     

    “Original
      Pre-Funded Amount”: The sum of the Original Group I Pre-Funded Amount and the
      Original Group II Pre-Funded Amount.

     

    “Overcollateralization
      Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
      aggregate Stated Principal Balances of the Mortgage Loans (including any
      Subsequent Mortgage Loans transferred to the Trust) and REO Properties
      immediately following such Distribution Date and (ii) any funds on deposit
      in
      the Pre-Funding Account as of the related Determination Date (exclusive of
      any
      investment income therein) over (b) the sum of the aggregate Certificate
      Principal Balances of the Class A Certificates (other than the Class 2-A-1-2
      Certificates and Class 2-A-1-6 Certificates), the Mezzanine Certificates, the
      Class P Certificates, the Class 2-A-1-2 Underlying Interest and the Class
      2-A-1-6 Underlying Interest as of such Distribution Date (after taking into
      account the payment of the Principal Remittance Amount on such Distribution
      Date).

     

    “Overcollateralization
      Increase Amount”: With respect to any Distribution Date, the amount of Net
      Monthly Excess Cashflow actually applied as an accelerated payment of principal
      to the Class A Certificates (other than the Class 2-A-1-2 Certificates and
      Class
      2-A-1-6 Certificates), the Mezzanine Certificates, the Class 2-A-1-2 Underlying
      Interest and the Class 2-A-1-6 Underlying Interest then entitled to
      distributions of principal to the extent the Required Overcollateralization
      Amount exceeds the Overcollateralization Amount.

     


    
      
        
        

      

      
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    “Overcollateralization
      Reduction Amount”: With respect to any Distribution Date, the lesser of (i) the
      amount by which the Overcollateralization Amount exceeds the Required
      Overcollateralization Amount and (ii) the Principal Remittance Amount; provided
      however that on any Distribution Date on which a Trigger Event is in effect,
      the
      Overcollateralization Reduction Amount shall equal zero.

     

    “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.

     

    “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).

     

    “Pass-Through
      Rate”: With respect to the Class A Certificates (other than the Class 2-A-1-2
      Certificates and Class 2-A-1-6 Certificates), the Mezzanine Certificates, the
      Class 2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest,
      and
      any Distribution Date, a rate per annum equal to the lesser of (i) the related
      One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
      related Net WAC Pass-Through Rate for such Distribution Date. With respect
      to
      the Class 2-A-1-2 Certificates, (A) for each Distribution Date prior to the
      termination of the Class 2-A-1-2 Certificate Swap Agreement, the related
      One-Month LIBOR Pass-Through Rate for such Distribution Date and (B) for each
      Distribution Date after the termination of the Class 2-A-1-2 Certificate Swap
      Agreement and on each Distribution Date on which the Class 2-A-1-2 Certificate
      Swap Provider is not required to make a payment under the Class 2-A-1-2
      Certificate Swap Agreement, the lesser of (x) the related One-Month LIBOR
      Pass-Through Rate for such Distribution Date and (y) the related Net WAC
      Pass-Through Rate for such Distribution Date. With respect to the Class 2-A-1-6
      Certificates, (A) for each Distribution Date prior to the termination of the
      Class 2-A-1-6 Certificate Swap Agreement, the related One-Month LIBOR
      Pass-Through Rate for such Distribution Date and (B) for each Distribution
      Date
      after the termination of the Class 2-A-1-6 Certificate Swap Agreement and on
      each Distribution Date on which the Class 2-A-1-6 Certificate Swap Provider
      is
      not required to make a payment under the Class 2-A-1-6 Certificate Swap
      Agreement, the lesser of (x) the related One-Month LIBOR Pass-Through Rate
      for
      such Distribution Date and (y) the related Net WAC Pass-Through Rate for such
      Distribution Date.

     

    With
      respect to the Class CE Certificates and any Distribution Date, a rate per
      annum
      equal to the percentage equivalent of a fraction, the numerator of which is
      the
      sum of the amounts calculated pursuant to clauses (i) through (xix) below,
      and
      the denominator of which is the aggregate Uncertificated Balances of
REMIC
      III
      Regular Interest AA,
      REMIC
      III Regular Interest 1-A-1, REMIC III Regular Interest 2-A-1-1, REMIC III
      Regular Interest 2-A-1-2, REMIC III Regular Interest 2-A-1-3, REMIC III Regular
      Interest 2-A-1-4, REMIC III Regular Interest 2-A-1-5, REMIC III Regular Interest
      2-A-1-6, REMIC III Regular Interest 2-A-1-7, REMIC III Regular Interest M-1,
      REMIC III Regular Interest M-2, REMIC III Regular Interest M-3, REMIC III
      Regular Interest M-4, REMIC III Regular Interest M-5, REMIC III Regular Interest
      M-6, REMIC III Regular Interest M-7, REMIC III Regular Interest M-8, REMIC
      III
      Regular Interest M-9 and REMIC III Regular Interest ZZ. For purposes of
      calculating the Pass-Through Rate for the Class CE Certificates, the numerator
      is equal to the sum of the following components:

     


    
      
        
        

      

      
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    (i) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest AA minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest AA;

     

    (ii) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest 1-A-1 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest 1-A-1;

     

    (iii) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest 2-A-1-1 minus the Marker
      Rate, applied to an amount equal to the Uncertificated Balance of REMIC III
      Regular Interest 2-A-1-1;

     

    (iv) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest 2-A-1-2 minus the Marker
      Rate, applied to an amount equal to the Uncertificated Balance of REMIC III
      Regular Interest 2-A-1-2;

     

    (v) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest 2-A-1-3 minus the Marker
      Rate, applied to an amount equal to the Uncertificated Balance of REMIC III
      Regular Interest 2-A-1-3;

     

    (vi) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest 2-A-1-4 minus the Marker
      Rate, applied to an amount equal to the Uncertificated Balance of REMIC III
      Regular Interest 2-A-1-4;

     

    (vii) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest 2-A-1-5 minus the Marker
      Rate, applied to an amount equal to the Uncertificated Balance of REMIC III
      Regular Interest 2-A-1-5;

     

    (viii) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest 2-A-1-6 minus the Marker
      Rate, applied to an amount equal to the Uncertificated Balance of REMIC III
      Regular Interest 2-A-1-6;

     

    (ix) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest 2-A-1-7 minus the Marker
      Rate, applied to an amount equal to the Uncertificated Balance of REMIC III
      Regular Interest 2-A-1-7;

     

    (x) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest M-1 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest M-1;

     

    (xi) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest M-2 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest M-2;

     


    
      
        
        

      

      
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    (xii) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest M-3 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest M-3;

     

    (xiii) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest M-4 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest M-4;

     

    (xiv) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest M-5 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest M-5;

     

    (xv) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest M-6 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest M-6;

     

    (xvi) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest M-7 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest M-7;

     

    (xvii) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest M-8 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest M-8;

     

    (xviii) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest M-9 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest M-9; and

     

    (xix) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest ZZ minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC III Regular
      Interest ZZ.

     

    The
      Class
      IO Interest shall not have a Pass-Through Rate, but current interest for the
      Class IO Interest and each Distribution Date shall be an amount equal to 100%
      of
      the amounts distributable to REMIC III Regular Interest IO for such Distribution
      Date.

     

    “PCAOB”:
      The Public Company Accounting Oversight Board.

     

    “Percentage
      Interest”: With respect to any Class of Certificates (other than the Residual
      Certificates) and any Underlying Interest, the undivided percentage ownership
      in
      such Class or Underlying Interest evidenced by such Certificate or Underlying
      Interest, expressed as a percentage, the numerator of which is the initial
      Certificate Principal Balance represented by such Certificate or Underlying
      Interest and the denominator of which is the aggregate initial Certificate
      Principal Balance or Notional Amount of all of the Certificates of such Class
      or
      Underlying Interest. The Class A Certificates and the Mezzanine 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. The Class P Certificates are issuable only in Percentage
      Interests corresponding to initial Certificate Principal Balances of $20 and
      integral multiples thereof. The Class CE Certificates are issuable only in
      minimum Percentage Interests corresponding to minimum initial Notional Amounts
      of $10,000 and integral multiples of $1.00 in excess thereof; provided, however,
      that a single Certificate of each such Class of Certificates may be issued
      having a Percentage Interest corresponding to the remainder of the aggregate
      initial Notional Amount of such Class or to an otherwise authorized denomination
      for such Class plus such remainder. 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.

     


    
      
        
        

      

      
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    “Periodic
      Rate Cap”: With respect to each Adjustable Rate Mortgage Loan and any Adjustment
      Date therefor, the fixed percentage set forth in the related Mortgage Note,
      which is the maximum amount by which the Mortgage Rate for such Adjustable
      Rate
      Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage
      Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage
      Rate in effect immediately prior to such Adjustment Date.

     

    “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 NIMS Insurer,
      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) repurchase
      obligations with a term not to exceed 30 days with respect to any security
      described in clause (i) above and entered into with a depository institution
      or
      trust company (acting as principal) rated A-1+ or higher by S&P and P-1 or
      higher by Moody’s, provided, however, that collateral transferred pursuant to
      such repurchase obligation must be of the type described in clause (i) above
      and
      must (A) be valued daily at current market prices plus accrued interest, (B)
      pursuant to such valuation, be equal, at all times, to 105% of the cash
      transferred by a party in exchange for such collateral and (C) be delivered
      to
      such party or, if such party is supplying the collateral, an agent for such
      party, in such a manner as to accomplish perfection of a security interest
      in
      the collateral by possession of certificated securities;

     

    (iv) 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;

     

    (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 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;

     

    (vi) 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

     

    (vii) if
      previously confirmed in writing to the Trustee and consented to by the NIMS
      Insurer, 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. 

     


    
      
        
        

      

      
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    “Pre-Funding
      Account”: The account established and maintained pursuant to Section
      3.27.

     

    “Pre-Funding
      Period”: The period from the Closing Date until the earlier of (i) the date on
      which the amount on deposit in the Pre-Funding Account (exclusive of investment
      income) is reduced to zero or (ii) July 31, 2007.

     

    “Prepayment
      Assumption”: With respect to the Adjustable Rate Mortgage Loans, a prepayment
      rate of 100% PPC which represents (i) a per annum prepayment rate of 2% of
      the
      then outstanding principal balance of the Mortgage Loans in the first month
      of
      the life of the Mortgage Loans, (ii) an additional 2.090909091% per annum in
      each month thereafter through the eleventh month, (iii) building to a constant
      prepayment rate of 25% per annum beginning in the twelfth month and remaining
      constant until the 60th
      month,
      (iv) increasing to and remaining constant at a prepayment rate of 55% per annum
      beginning in the 61st
      month
      until the 66th
      month
      and (v) decreasing and remaining constant at a prepayment rate of 35% per annum
      from the 67th
      month
      and thereafter; provided, however, the prepayment rate will not exceed 85%
      per
      annum in any period for any percentage of PPC. With respect to the fixed-rate
      Mortgage Loans, a prepayment rate of 100% PPC, which represents (i) a per annum
      prepayment rate of 2% of the then outstanding principal balance of the Mortgage
      Loans in the first month of the life of the Mortgage Loans, (ii) an additional
      approximate 2% per annum in each month thereafter through the 10th
      month
      and (iii) a constant prepayment rate of 20% per annum beginning in the
      10th
      month
      and in each month thereafter during the life of the Mortgage Loans; provided,
      however, the prepayment rate will not exceed 85% per annum in any period for
      any
      percentage of PPC. The Prepayment Assumption is used solely for determining
      the
      accrual of original issue discount on the Certificates for federal income tax
      purposes.

     

    “Prepayment
      Charge”: With respect to any Principal Prepayment, any prepayment premium,
      penalty or charge payable by a Mortgagor in connection with any Principal
      Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage
      Note.

     

    “Prepayment
      Charge Schedule”: As of any date, the list of Mortgage Loans providing for a
      Prepayment Charge included in the Trust Fund on such date, attached hereto
      as
      Schedule 2 (including the prepayment charge summary attached thereto). The
      Depositor shall deliver or cause the delivery of the Prepayment Charge Schedule
      to the related Servicer, the Master Servicer and the Trustee on the Closing
      Date. The Prepayment Charge Schedule shall set forth the following information
      with respect to each Prepayment Charge:

     

    (i) the
      Mortgage Loan identifying number;

     

    (ii) a
      code
      indicating the type of Prepayment Charge;

     

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

     


    
      
        
        

      

      
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    (iv) the
      term
      of the related Prepayment Charge;

     

    (v) the
      original Stated Principal Balance of the related Mortgage Loan; and

     

    (vi) the
      Stated Principal Balance of the related Mortgage Loan as of the Cut-off
      Date.

     

    “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 GMAC 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 GMAC 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
      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.

     


    
      
        
        

      

      
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    “Principal
      Distribution Amount”: With respect to any Distribution Date is the sum of the
      Group I Principal Distribution Amount and the Group II Principal Distribution
      Amount.

     

    “Principal
      Remittance Amount”: With respect to any Distribution Date is the sum of the
      Group I Principal Remittance Amount and the Group II Principal Remittance
      Amount.

     

    “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 Stated 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
      Stated 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 Stated 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 NIMS Insurer, 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).

     

    “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) if the mortgage loan is an Adjustable Rate Mortgage Loan, have
      a
      Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
      Mortgage Loan, (iv) if the mortgage loan is an Adjustable Rate Mortgage Loan,
      have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
      Deleted Mortgage Loan, (v) if the mortgage loan is an Adjustable Rate Mortgage
      Loan, have a Gross Margin equal to the Gross Margin of the Deleted Mortgage
      Loan, (vi) if the mortgage loan is an Adjustable Rate Mortgage Loan, have a
      next
      Adjustment Date not more than two months later than the next Adjustment Date
      on
      the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater
      than (and not more than one year less than) that of the Deleted Mortgage Loan,
      (viii) have the same Due Date as the Due Date on the Deleted Mortgage Loan,
      (ix)
      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, (x) be
      secured by the same lien priority on the related Mortgaged Property as the
      Deleted Mortgage Loan, (xi) have a credit grade at least equal to the credit
      grading assigned on the Deleted Mortgage Loan, (xii) be a “qualified mortgage”
as defined in the REMIC Provisions and (xiii) 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.

     


    
      
        
        

      

      
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    “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 and S&P 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 Stated 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 related
      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.

     


    
      
        
        

      

      
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    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 Stated 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 related Custodial Agreement 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.

     


    
      
        
        

      

      
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    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 and
      the Mezzanine 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 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 (after consultation with the
      NIMS
      Insurer) 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, Mezzanine Certificate, Class CE
      Certificate or Class P 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 Class CE Certificates and (ii) the Closing Date.

     

    “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 the Servicer, the term
      “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing
      Criteria applicable to such parties.

     


    
      
        
        

      

      
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    “Relief
      Act”: The Servicemembers Civil Relief Act, as amended, or similar state or local
      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 and Prepayment
      Charges 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 Agreement, 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 Date and all
      Prepayment Charges payable in connection with Principal Prepayments made before
      the Cut-off Date; (ii) the Reserve Fund and any amounts on deposit therein
      from
      time to time and any proceeds thereof; (iii) the Certificate Swap Agreements;
      (iv) the Supplemental Interest Trust; (v) the Pre-Funding Account; (vi) the
      Class 2-A-1-2 Certificate Swap Agreement; (vii) the Class 2-A-1-2 Supplemental
      Interest Trust; (viii) the Class 2-A-1-6 Certificate Swap Agreement; (ix) the
      Class 2-A-1-6 Supplemental Interest Trust; (x) the Interest Rate Floor Agreement
      and (xi) the Excess Spread Reserve Account.

     

    “REMIC
      I
      Remittance Rate”: With respect to REMIC I Regular Interest LT-1 and REMIC I
      Regular Interest LT-P, and (i) for the first two Distribution Dates, the
      weighted average of the Net Mortgage Rates of the Initial Group I Mortgage
      Loans
      and (ii) thereafter, the weighted average of the Net Mortgage Rates of the
      Group
      I Mortgage Loans. With respect to REMIC I Regular Interest LT-2, and (i) for
      the
      first two Distribution Dates, the weighted average of the Net Mortgage Rates
      of
      the Initial Group II Mortgage Loans and (ii) thereafter, the weighted average
      of
      the Net Mortgage Rates of the Group II Mortgage Loans. With respect to REMIC
      I
      Regular Interest LT-1PF and (i) the first two Distribution Dates, 0.00% and
      (ii)
      thereafter, the weighted average of the Net Mortgage Rates of the Group I
      Mortgage Loans. With respect to REMIC I Regular Interest LT-2PF and (i) the
      first two Distribution Dates, 0.00% and (ii) thereafter, the weighted average
      of
      the Net Mortgage Rates of the Group II Mortgage Loans. 

     


    
      
        
        

      

      
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    “REMIC
      II
      Group I Regular Interests”: REMIC II Regular Interest I-1-A through REMIC II
      Regular Interest I-120-B as designated in the Preliminary Statement
      hereto.

     

    “REMIC
      II
      Group II Regular Interests”: REMIC II Regular Interest II-1-A through REMIC II
      Regular Interest II-120-B as designated in the Preliminary Statement
      hereto.

     

    “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. 

     

    “REMIC
      II
      Remittance Rate”:
      With
      respect to each REMIC II Group I Regular Interest ending with the designation
      “A”, a per annum rate equal the weighted average of the REMIC I Remittance Rates
      of REMIC I Regular Interest LT-1, REMIC I Regular Interest LT-1PF, REMIC I
      Regular Interest LT-P, multiplied by 2, subject to a maximum rate of
10.4200%.
      With
      respect to each REMIC II Group 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 of the REMIC I Remittance Rates of REMIC
      I
      Regular Interest LT-1, REMIC I Regular Interest LT-1PF, REMIC I Regular Interest
      LT-P, over (ii) 10.4200% and (y) 0.00%. With respect to each REMIC II Group
      II
      Regular Interest ending with the designation “A”, a per annum rate equal to the
      weighted average of the REMIC
      I
      Remittance Rates of REMIC I Regular Interest LT-2 and REMIC I Regular Interest
      LT-2PF,
      multiplied by 2, subject to a maximum rate of 10.4200%. With respect to each
      REMIC II Group II 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 of the REMIC I Remittance Rates of REMIC I Regular Interest
      LT-2 and REMIC I Regular Interest LT-2PF, over (ii) 10.4200% and (y) 0.00%.
      

     

    “REMIC
      III”: 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 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 Interest Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) 50% of the aggregate Stated Principal
      Balance of the Mortgage Loans and REO Properties then outstanding and (ii)
      the
      REMIC III Remittance Rate for REMIC III Regular Interest AA minus the Marker
      Rate, divided by (b) 12.

     

    “REMIC
      III Marker Allocation Percentage”: 50% of any amount payable or loss
      attributable from the Mortgage Loans, which shall be allocated to REMIC III
      Regular Interest AA, REMIC III Regular Interest 1-A-1, REMIC III Regular
      Interest 2-A-1-1, REMIC III Regular Interest 2-A-1-2, REMIC III Regular Interest
      2-A-1-3, REMIC III Regular Interest 2-A-1-4, REMIC III Regular Interest 2-A-1-5,
      REMIC III Regular Interest 2-A-1-6, REMIC III Regular Interest 2-A-1-7, REMIC
      III Regular Interest M-1, REMIC III Regular Interest M-2, REMIC III Regular
      Interest M-3, REMIC III Regular Interest M-4, REMIC III Regular Interest M-5,
      REMIC III Regular Interest M-6, REMIC III Regular Interest M-7, REMIC III
      Regular Interest M-8, REMIC III Regular Interest M-9, REMIC III Regular Interest
      ZZ and REMIC III Regular Interest P.

     


    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    


    “REMIC
      III Overcollateralization Amount”: With respect to any date of determination,
      (i) 0.50% of the aggregate Uncertificated Balances of the REMIC III Regular
      Interests (other than REMIC III Regular Interest P) minus (ii) the aggregate
      of
      the Uncertificated Balances of REMIC III Regular Interest 1-A-1, REMIC III
      Regular Interest 2-A-1-1, REMIC III Regular Interest 2-A-1-2, REMIC III Regular
      Interest 2-A-1-3, REMIC III Regular Interest 2-A-1-4, REMIC III Regular Interest
      2-A-1-5, REMIC III Regular Interest 2-A-1-6, REMIC III Regular Interest 2-A-1-7,
      REMIC III Regular Interest M-1, REMIC III Regular Interest M-2, REMIC III
      Regular Interest M-3, REMIC III Regular Interest M-4, REMIC III Regular Interest
      M-5, REMIC III Regular Interest M-6, REMIC III Regular Interest M-7, REMIC
      III
      Regular Interest M-8 and REMIC III Regular Interest M-9, in each case as of
      such
      date of determination.

     

    “REMIC
      III Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) 50% of the aggregate Stated Principal
      Balance of the Mortgage Loans and REO Properties then outstanding and (ii)
      1
      minus a fraction, the numerator of which is two times the aggregate of the
      Uncertificated Balances of REMIC III Regular Interest 1-A-1, REMIC III Regular
      Interest 2-A-1-1, REMIC III Regular Interest 2-A-1-2, REMIC III Regular Interest
      2-A-1-3, REMIC III Regular Interest 2-A-1-4, REMIC III Regular Interest 2-A-1-5,
      REMIC III Regular Interest 2-A-1-6, REMIC III Regular Interest 2-A-1-7, REMIC
      III Regular Interest M-1, REMIC III Regular Interest M-2, REMIC III Regular
      Interest M-3, REMIC III Regular Interest M-4, REMIC III Regular Interest M-5,
      REMIC III Regular Interest M-6, REMIC III Regular Interest M-7, REMIC III
      Regular Interest M-8 and REMIC III Regular Interest M-9 and the denominator
      of
      which is the aggregate of the Uncertificated Balances of REMIC III Regular
      Interest 1-A-1, REMIC III Regular Interest 2-A-1-1, REMIC III Regular Interest
      2-A-1-2, REMIC III Regular Interest 2-A-1-3, REMIC III Regular Interest 2-A-1-4,
      REMIC III Regular Interest 2-A-1-5, REMIC III Regular Interest 2-A-1-6, REMIC
      III Regular Interest 2-A-1-7, REMIC III Regular Interest M-1, REMIC III Regular
      Interest M-2, REMIC III Regular Interest M-3, REMIC III Regular Interest M-4,
      REMIC III Regular Interest M-5, REMIC III Regular Interest M-6, REMIC III
      Regular Interest M-7, REMIC III Regular Interest M-8, REMIC III Regular Interest
      M-9 and REMIC III Regular Interest ZZ.

     

    “REMIC
      III Regular Interest”: Any of the separate non-certificated beneficial ownership
      interests in REMIC III issued hereunder and designated as a “regular interest”
in REMIC III. Each REMIC III Regular Interest shall accrue interest at the
      related REMIC III 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 III Regular Interests are set forth in the Preliminary
      Statement hereto.

     

    “REMIC
      III Regular Interest AA”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest AA shall accrue interest
      at
      the related REMIC III 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.

     


    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    “REMIC
      III Regular Interest 1-A-1”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest 1-A-1 shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest 2-A-1-1”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest 2-A-1-1 shall accrue interest
      at the related REMIC III 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
      III Regular Interest 2-A-1-2”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest 2-A-1-2 shall accrue interest
      at the related REMIC III 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
      III Regular Interest 2-A-1-3”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest 2-A-1-3 shall accrue interest
      at the related REMIC III 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
      III Regular Interest 2-A-1-4”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest 2-A-1-4 shall accrue interest
      at the related REMIC III 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
      III Regular Interest 2-A-1-5”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest 2-A-1-5 shall accrue interest
      at the related REMIC III 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
      III Regular Interest 2-A-1-6”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest 2-A-1-6 shall accrue interest
      at the related REMIC III 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.

     


    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    


    “REMIC
      III Regular Interest 2-A-1-7”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest 2-A-1-7 shall accrue interest
      at the related REMIC III 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
      III Regular Interest IO”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest IO shall accrue interest
      at
      the related REMIC III Remittance Rate in effect from time to time and shall
      not
      be entitled to distributions of principal. 

     

    “REMIC
      III Regular Interest M-1”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest M-1 shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest M-2”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest M-2 shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest M-3”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest M-3 shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest M-4”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest M-4 shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest M-5”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest M-5 shall accrue interest
      at
      the related REMIC III 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.

     


    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    


    “REMIC
      III Regular Interest M-6”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest M-6 shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest M-7”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest M-7 shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest M-8”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest M-8 shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest M-9”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest M-9 shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest P”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest P shall be entitled to 100%
      of
      the Prepayment Charges 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
      III Regular Interest XX”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest XX shall accrue interest
      at
      the related REMIC III 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.

     


    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    


    “REMIC
      III Regular Interest ZZ”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest ZZ shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest I-SUB”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest I-SUB shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest I-GRP”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest I-GRP shall accrue interest
      at
      the related REMIC III 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
      III Regular Interest II-SUB”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest II-SUB shall accrue interest
      at the related REMIC III 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
      III Regular Interest II-GRP”: One of the separate non-certificated beneficial
      ownership interests in REMIC III issued hereunder and designated as a Regular
      Interest in REMIC III. REMIC III Regular Interest II-GRP shall accrue interest
      at the related REMIC III 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
      III Remittance Rate”: With respect to REMIC III Regular Interest AA, REMIC III
      Regular Interest 1-A-1, REMIC III Regular Interest 2-A-1-1, REMIC III Regular
      Interest 2-A-1-2, REMIC III Regular Interest 2-A-1-3, REMIC III Regular Interest
      2-A-1-4, REMIC III Regular Interest 2-A-1-5, REMIC III Regular Interest 2-A-1-6,
      REMIC III Regular Interest 2-A-1-7, REMIC III Regular Interest M-1, REMIC III
      Regular Interest M-2, REMIC III Regular Interest M-3, REMIC III Regular Interest
      M-4, REMIC III Regular Interest M-5, REMIC III Regular Interest M-6, REMIC
      III
      Regular Interest M-7, REMIC III Regular Interest M-8, REMIC III Regular Interest
      M-9, REMIC III Regular Interest ZZ, REMIC III Regular Interest I-SUB, REMIC
      III
      Regular Interest II-SUB and REMIC III Regular Interest XX, a per annum rate
      (but
      not less than zero) equal to the weighted average of: (x) with respect to each
      REMIC II Regular Interest ending with the designation “B”, the weighted average
      of the REMIC II Remittance Rates for such REMIC II Regular Interests, weighted
      on the basis of the Uncertificated Balances of such REMIC II Regular Interests
      for each such Distribution Date and (y) with respect to REMIC II Regular
      Interests ending with the designation “A”, for each Distribution Date listed
      below, the weighted average of the rates listed below for each such REMIC II
      Regular Interest listed below, weighted on the basis of the Uncertificated
      Balances of each such REMIC II Regular Interest for each such Distribution
      Date:


    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              REMIC
                III Regular Interest

            	 	
              Rate

            


    

    
      	
              1

            	 	
              I-1-A
                through I-120-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-120-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              2

            	 	
              I-1-A
                through I-120-A

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

            
	 	 	
              II-1-A
                through II-120-A

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

            
	
              3

            	 	
              I-2-A
                through I-120-A

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

            
	 	 	
              II-2-A
                through II-120-A

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

            
	 	 	
              I-1-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A

            	 	
              REMIC
                II Remittance Rate

            
	
              4

            	 	
              I-3-A
                through I-120-A

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

            
	 	 	
              II-3-A
                through II-120-A

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

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                and II-2-A

            	 	
              REMIC
                II Remittance Rate

            
	
              5

            	 	
              I-4-A
                through I-120-A

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

            
	 	 	
              II-4-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-3-A

            	 	
              REMIC
                II Remittance Rate

            
	
              6

            	 	
              I-5-A
                through I-120-A

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

            
	 	 	
              II-5-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-4-A

            	 	
              REMIC
                II Remittance Rate

            
	
              7

            	 	
              I-6-A
                through I-120-A

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

            
	 	 	
              II-6-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-5-A

            	 	
              REMIC
                II Remittance Rate

            
	
              8

            	 	
              I-7-A
                through I-120-A

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

            
	 	 	
              II-7-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-6-A

            	 	
              REMIC
                II Remittance Rate

            
	
              9

            	 	
              I-8-A
                through I-120-A

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

            
	 	 	
              II-8-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-7-A

            	 	
              REMIC
                II Remittance Rate

            
	
              10

            	 	
              I-9-A
                through I-120-A

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

            
	 	 	
              II-9-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-8-A

            	 	
              REMIC
                II Remittance Rate

            
	
              11

            	 	
              I-10-A
                through I-120-A

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

            


    

     

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	
              II-10-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-9-A

            	 	
              REMIC
                II Remittance Rate

            
	
              12

            	 	
              I-11-A
                through I-120-A

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

            
	 	 	
              II-11-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-10-A

            	 	
              REMIC
                II Remittance Rate

            
	
              13

            	 	
              I-12-A
                through I-120-A

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

            
	 	 	
              II-12-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-11-A

            	 	
              REMIC
                II Remittance Rate

            
	
              14

            	 	
              I-13-A
                through I-120-A

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

            
	 	 	
              II-13-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-12-A

            	 	
              REMIC
                II Remittance Rate

            
	
              15

            	 	
              I-14-A
                through I-120-A

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

            
	 	 	
              II-14-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-13-A

            	 	
              REMIC
                II Remittance Rate

            
	
              16

            	 	
              I-15-A
                through I-120-A

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

            
	 	 	
              II-15-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-14-A

            	 	
              REMIC
                II Remittance Rate

            
	
              17

            	 	
              I-16-A
                through I-120-A

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

            
	 	 	
              II-16-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-15-A

            	 	
              REMIC
                II Remittance Rate

            
	
              18

            	 	
              I-17-A
                through I-120-A

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

            
	 	 	
              II-17-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-16-A

            	 	
              REMIC
                II Remittance Rate

            
	
              19

            	 	
              I-18-A
                through I-120-A

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

            
	 	 	
              II-18-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-17-A

            	 	
              REMIC
                II Remittance Rate

            
	
              20

            	 	
              I-19-A
                through I-120-A

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

            
	 	 	
              II-19-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-18-A

            	 	
              REMIC
                II Remittance Rate

            
	
              21

            	 	
              I-20-A
                through I-120-A

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

            
	 	 	
              II-20-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-19-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	
              22

            	 	
              I-21-A
                through I-120-A

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

            
	 	 	
              II-21-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-20-A

            	 	
              REMIC
                II Remittance Rate

            
	
              23

            	 	
              I-22-A
                through I-120-A

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

            
	 	 	
              II-22-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                II Remittance Rate

            
	
              24

            	 	
              I-23-A
                through I-120-A

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

            
	 	 	
              II-23-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-22-A

            	 	
              REMIC
                II Remittance Rate

            
	
              25

            	 	
              I-24-A
                through I-120-A

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

            
	 	 	
              II-24-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-23-A

            	 	
              REMIC
                II Remittance Rate

            
	
              26

            	 	
              I-25-A
                through I-120-A

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

            
	 	 	
              II-25-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-24-A

            	 	
              REMIC
                II Remittance Rate

            
	
              27

            	 	
              I-26-A
                through I-120-A

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

            
	 	 	
              II-26-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-25-A

            	 	
              REMIC
                II Remittance Rate

            
	
              28

            	 	
              I-27-A
                through I-120-A

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

            
	 	 	
              II-27-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-26-A

            	 	
              REMIC
                II Remittance Rate

            
	
              29

            	 	
              I-28-A
                through I-120-A

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

            
	 	 	
              II-28-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-27-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-27-A

            	 	
              REMIC
                II Remittance Rate

            
	
              30

            	 	
              I-29-A
                through I-120-A

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

            
	 	 	
              II-29-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-28-A

            	 	
              REMIC
                II Remittance Rate

            
	
              31

            	 	
              I-30-A
                through I-120-A

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

            
	 	 	
              II-30-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-29-A

            	 	
              REMIC
                II Remittance Rate

            
	
              32

            	 	
              I-31-A
                through I-120-A

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

            
	 	 	
              II-31-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	
              II-1-A
                through II-30-A

            	 	
              REMIC
                II Remittance Rate

            
	
              33

            	 	
              I-32-A
                through I-120-A

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

            
	 	 	
              II-32-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-31-A

            	 	
              REMIC
                II Remittance Rate

            
	
              34

            	 	
              I-33-A
                through I-120-A

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

            
	 	 	
              II-33-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-32-A

            	 	
              REMIC
                II Remittance Rate

            
	
              35

            	 	
              I-34-A
                through I-120-A

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

            
	 	 	
              II-34-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-33-A

            	 	
              REMIC
                II Remittance Rate

            
	
              36

            	 	
              I-35-A
                through I-120-A

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

            
	 	 	
              II-35-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-34-A

            	 	
              REMIC
                II Remittance Rate

            
	
              37

            	 	
              I-36-A
                through I-120-A

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

            
	 	 	
              II-36-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-35-A

            	 	
              REMIC
                II Remittance Rate

            
	
              38

            	 	
              I-37-A
                through I-120-A

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

            
	 	 	
              II-37-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-36-A

            	 	
              REMIC
                II Remittance Rate

            
	
              39

            	 	
              I-38-A
                through I-120-A

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

            
	 	 	
              II-38-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-37-A

            	 	
              REMIC
                II Remittance Rate

            
	
              40

            	 	
              I-39-A
                through I-120-A

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

            
	 	 	
              II-39-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-38-A

            	 	
              REMIC
                II Remittance Rate

            
	
              41

            	 	
              I-40-A
                through I-120-A

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

            
	 	 	
              II-40-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-39-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-39-A

            	 	
              REMIC
                II Remittance Rate

            
	
              42

            	 	
              I-41-A
                through I-120-A

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

            
	 	 	
              II-41-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-40-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-40-A

            	 	
              REMIC
                II Remittance Rate

            
	
              43

            	 	
              I-42-A
                through I-120-A

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

            
	 	 	
              II-42-A
                through II-41-A

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

            


    

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	
              I-1-A
                through I-41-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                II Remittance Rate

            
	
              44

            	 	
              I-43-A
                through I-120-A

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

            
	 	 	
              II-43-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-42-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-42-A

            	 	
              REMIC
                II Remittance Rate

            
	
              45

            	 	
              I-44-A
                through I-120-A

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

            
	 	 	
              II-44-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-43-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-43-A

            	 	
              REMIC
                II Remittance Rate

            
	
              46

            	 	
              I-45-A
                through I-120-A

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

            
	 	 	
              II-45-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-44-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-44-A

            	 	
              REMIC
                II Remittance Rate

            
	
              47

            	 	
              I-46-A
                through I-120-A

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

            
	 	 	
              II-46-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-45-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-45-A

            	 	
              REMIC
                II Remittance Rate

            
	
              48

            	 	
              I-47-A
                through I-120-A

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

            
	 	 	
              II-47-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-46-A

            	 	
              REMIC
                II Remittance Rate

            
	
              49

            	 	
              I-48-A
                through I-120-A

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

            
	 	 	
              II-48-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-47-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-47-A

            	 	
              REMIC
                II Remittance Rate

            
	
              50

            	 	
              I-49-A
                through I-120-A

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

            
	 	 	
              II-49-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-48-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-48-A

            	 	
              REMIC
                II Remittance Rate

            
	
              51

            	 	
              I-50-A
                through I-120-A

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

            
	 	 	
              II-50-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-49-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-49-A

            	 	
              REMIC
                II Remittance Rate

            
	
              52

            	 	
              I-51-A
                through I-120-A

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

            
	 	 	
              II-51-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-50-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-50-A

            	 	
              REMIC
                II Remittance Rate

            
	
              53

            	 	
              I-52-A
                through I-120-A

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

            
	 	 	
              II-52-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-51-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-51-A

            	 	
              REMIC
                II Remittance Rate

            
	
              54

            	 	
              I-53-A
                through I-120-A

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

            
	 	 	
              II-53-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	
              I-1-A
                through I-52-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-52-A

            	 	
              REMIC
                II Remittance Rate

            
	
              55

            	 	
              I-54-A
                through I-120-A

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

            
	 	 	
              II-54-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-53-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-53-A

            	 	
              REMIC
                II Remittance Rate

            
	
              56

            	 	
              I-55-A
                through I-120-A

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

            
	 	 	
              II-55-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                II Remittance Rate

            
	
              57

            	 	
              I-56-A
                through I-120-A

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

            
	 	 	
              II-56-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-55-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-55-A

            	 	
              REMIC
                II Remittance Rate

            
	
              58

            	 	
              I-57-A
                through I-120-A

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

            
	 	 	
              II-57-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-56-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-56-A

            	 	
              REMIC
                II Remittance Rate

            
	
              59

            	 	
              I-58-A
                through I-120-A

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

            
	 	 	
              II-58-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-57-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-57-A

            	 	
              REMIC
                II Remittance Rate

            
	
              60

            	 	
              I-59-A
                through I-120-A

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

            
	 	 	
              II-59-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-58-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-58-A

            	 	
              REMIC
                II Remittance Rate

            
	
              61

            	 	
              I-60-A
                through I-120-A

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

            
	 	 	
              II-60-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-59-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-59-A

            	 	
              REMIC
                II Remittance Rate

            
	
              62

            	 	
              I-61-A
                through I-120-A

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

            
	 	 	
              II-61-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-60-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-60-A

            	 	
              REMIC
                II Remittance Rate

            
	
              63

            	 	
              I-62-A
                through I-120-A

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

            
	 	 	
              II-62-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-61-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-61-A

            	 	
              REMIC
                II Remittance Rate

            
	
              64

            	 	
              I-63-A
                through I-120-A

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

            
	 	 	
              II-63-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-62-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-62-A

            	 	
              REMIC
                II Remittance Rate

            
	
              65

            	 	
              I-64-A
                through I-120-A

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

            


    

     

    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	
              II-64-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-63-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-63-A

            	 	
              REMIC
                II Remittance Rate

            
	
              66

            	 	
              I-65-A
                through I-120-A

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

            
	 	 	
              II-65-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-64-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-64-A

            	 	
              REMIC
                II Remittance Rate

            
	
              67

            	 	
              I-66-A
                through I-120-A

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

            
	 	 	
              II-66-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-65-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-65-A

            	 	
              REMIC
                II Remittance Rate

            
	
              68

            	 	
              I-67-A
                through I-120-A

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

            
	 	 	
              II-67-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-66-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-66-A

            	 	
              REMIC
                II Remittance Rate

            
	
              69

            	 	
              I-68-A
                through I-120-A

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

            
	 	 	
              II-68-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-67-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-67-A

            	 	
              REMIC
                II Remittance Rate

            
	
              70

            	 	
              I-69-A
                through I-120-A

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

            
	 	 	
              II-69-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-68-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-68-A

            	 	
              REMIC
                II Remittance Rate

            
	
              71

            	 	
              I-70-A
                through I-120-A

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

            
	 	 	
              II-70-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-69-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-69-A

            	 	
              REMIC
                II Remittance Rate

            
	
              72

            	 	
              I-71-A
                through I-120-A

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

            
	 	 	
              II-71-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-70-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-70-A

            	 	
              REMIC
                II Remittance Rate

            
	
              73

            	 	
              I-72-A
                through I-120-A

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

            
	 	 	
              II-72-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-71-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-71-A

            	 	
              REMIC
                II Remittance Rate

            
	
              74

            	 	
              I-73-A
                through I-120-A

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

            
	 	 	
              II-73-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-72-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-72-A

            	 	
              REMIC
                II Remittance Rate

            
	
              75

            	 	
              I-74-A
                through I-120-A

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

            
	 	 	
              II-74-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-73-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-73-A

            	 	
              REMIC
                II Remittance Rate

            
	
              76

            	 	
              I-75-A
                through I-120-A

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

            


    

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	
              II-75-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-74-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-74-A

            	 	
              REMIC
                II Remittance Rate

            
	
              77

            	 	
              I-76-A
                through I-120-A

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

            
	 	 	
              II-76-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-75-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-75-A

            	 	
              REMIC
                II Remittance Rate

            
	
              78

            	 	
              I-77-A
                through I-120-A

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

            
	 	 	
              II-77-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-76-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-76-A

            	 	
              REMIC
                II Remittance Rate

            
	
              79

            	 	
              I-78-A
                through I-120-A

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

            
	 	 	
              II-78-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-77-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-77-A

            	 	
              REMIC
                II Remittance Rate

            
	
              80

            	 	
              I-79-A
                through I-120-A

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

            
	 	 	
              II-79-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-78-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-78-A

            	 	
              REMIC
                II Remittance Rate

            
	
              81

            	 	
              I-80-A
                through I-120-A

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

            
	 	 	
              II-80-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-79-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-79-A

            	 	
              REMIC
                II Remittance Rate

            
	
              82

            	 	
              I-81-A
                through I-120-A

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

            
	 	 	
              II-81-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-80-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-80-A

            	 	
              REMIC
                II Remittance Rate

            
	
              83

            	 	
              I-82-A
                through I-120-A

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

            
	 	 	
              II-82-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-81-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-81-A

            	 	
              REMIC
                II Remittance Rate

            
	
              84

            	 	
              I-83-A
                through I-120-A

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

            
	 	 	
              II-83-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-82-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-82-A

            	 	
              REMIC
                II Remittance Rate

            
	
              85

            	 	
              I-84-A
                through I-120-A

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

            
	 	 	
              II-84-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-83-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-83-A

            	 	
              REMIC
                II Remittance Rate

            
	
              86

            	 	
              I-85-A
                through I-120-A

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

            
	 	 	
              II-85-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-84-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-84-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	
              87

            	 	
              I-86-A
                through I-120-A

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

            
	 	 	
              II-86-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-85-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-85-A

            	 	
              REMIC
                II Remittance Rate

            
	
              88

            	 	
              I-87-A
                through I-120-A

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

            
	 	 	
              II-87-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-86-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-86-A

            	 	
              REMIC
                II Remittance Rate

            
	
              89

            	 	
              I-88-A
                through I-120-A

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

            
	 	 	
              II-88-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-87-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-87-A

            	 	
              REMIC
                II Remittance Rate

            
	
              90

            	 	
              I-89-A
                through I-120-A

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

            
	 	 	
              II-89-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-88-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-88-A

            	 	
              REMIC
                II Remittance Rate

            
	
              91

            	 	
              I-90-A
                through I-120-A

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

            
	 	 	
              II-90-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-89-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-89-A

            	 	
              REMIC
                II Remittance Rate

            
	
              92

            	 	
              I-91-A
                through I-120-A

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

            
	 	 	
              II-91-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-90-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-90-A

            	 	
              REMIC
                II Remittance Rate

            
	
              93

            	 	
              I-92-A
                through I-120-A

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

            
	 	 	
              II-92-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-91-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-91-A

            	 	
              REMIC
                II Remittance Rate

            
	
              94

            	 	
              I-93-A
                through I-120-A

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

            
	 	 	
              II-93-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-92-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-92-A

            	 	
              REMIC
                II Remittance Rate

            
	
              95

            	 	
              I-94-A
                through I-120-A

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

            
	 	 	
              II-94-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-93-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-93-A

            	 	
              REMIC
                II Remittance Rate

            
	
              96

            	 	
              I-95-A
                through I-120-A

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

            
	 	 	
              II-95-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-94-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-94-A

            	 	
              REMIC
                II Remittance Rate

            
	
              97

            	 	
              I-96-A
                through I-120-A

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

            
	 	 	
              II-96-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-95-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	
              II-1-A
                through II-95-A

            	 	
              REMIC
                II Remittance Rate

            
	
              98

            	 	
              I-97-A
                through I-120-A

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

            
	 	 	
              II-97-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-96-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-96-A

            	 	
              REMIC
                II Remittance Rate

            
	
              99

            	 	
              I-98-A
                through I-120-A

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

            
	 	 	
              II-98-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-97-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-97-A

            	 	
              REMIC
                II Remittance Rate

            
	
              100

            	 	
              I-99-A
                through I-120-A

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

            
	 	 	
              II-99-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-98-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-98-A

            	 	
              REMIC
                II Remittance Rate

            
	
              101

            	 	
              I-100-A
                through I-120-A

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

            
	 	 	
              II-100-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-99-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-99-A

            	 	
              REMIC
                II Remittance Rate

            
	
              102

            	 	
              I-101-A
                through I-120-A

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

            
	 	 	
              II-101-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-100-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-100-A

            	 	
              REMIC
                II Remittance Rate

            
	
              103

            	 	
              I-102-A
                through I-120-A

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

            
	 	 	
              II-102-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-101-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-101-A

            	 	
              REMIC
                II Remittance Rate

            
	
              104

            	 	
              I-103-A
                through I-120-A

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

            
	 	 	
              II-103-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-102-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-102-A

            	 	
              REMIC
                II Remittance Rate

            
	
              105

            	 	
              I-104-A
                through I-120-A

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

            
	 	 	
              II-104-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-103-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-103-A

            	 	
              REMIC
                II Remittance Rate

            
	
              106

            	 	
              I-105-A
                through I-120-A

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

            
	 	 	
              II-105-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-104-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-104-A

            	 	
              REMIC
                II Remittance Rate

            
	
              107

            	 	
              I-106-A
                through I-120-A

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

            
	 	 	
              II-106-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-105-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-105-A

            	 	
              REMIC
                II Remittance Rate

            
	
              108

            	 	
              I-107-A
                through I-120-A

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

            
	 	 	
              II-107-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	
              I-1-A
                through I-106-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-106-A

            	 	
              REMIC
                II Remittance Rate

            
	
              109

            	 	
              I-108-A
                through I-120-A

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

            
	 	 	
              II-108-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-107-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-107-A

            	 	
              REMIC
                II Remittance Rate

            
	
              110

            	 	
              I-109-A
                through I-120-A

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

            
	 	 	
              II-109-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-108-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-108-A

            	 	
              REMIC
                II Remittance Rate

            
	
              111

            	 	
              I-110-A
                through I-120-A

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

            
	 	 	
              II-110-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-109-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-109-A

            	 	
              REMIC
                II Remittance Rate

            
	
              112

            	 	
              I-111-A
                through I-120-A

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

            
	 	 	
              II-111-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-110-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-110-A

            	 	
              REMIC
                II Remittance Rate

            
	
              113

            	 	
              I-112-A
                through I-120-A

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

            
	 	 	
              II-112-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-111-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-111-A

            	 	
              REMIC
                II Remittance Rate

            
	
              114

            	 	
              I-113-A
                through I-120-A

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

            
	 	 	
              II-113-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-112-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-112-A

            	 	
              REMIC
                II Remittance Rate

            
	
              115

            	 	
              I-114-A
                through I-120-A

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

            
	 	 	
              II-114-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-113-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-113-A

            	 	
              REMIC
                II Remittance Rate

            
	
              116

            	 	
              I-115-A
                through I-120-A

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

            
	 	 	
              II-115-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-114-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-114-A

            	 	
              REMIC
                II Remittance Rate

            
	
              117

            	 	
              I-116-A
                through I-120-A

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

            
	 	 	
              II-116-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-115-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-115-A

            	 	
              REMIC
                II Remittance Rate

            
	
              118

            	 	
              I-117-A
                through I-120-A

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

            
	 	 	
              II-117-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-116-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-116-A

            	 	
              REMIC
                II Remittance Rate

            
	
              119

            	 	
              I-118-A
                through I-120-A

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

            
	 	 	
              II-118-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  III Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	
              I-1-A
                through I-117-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-117-A

            	 	
              REMIC
                II Remittance Rate

            
	
              120

            	 	
              I-119-A
                through I-120-A

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

            
	 	 	
              II-119-A
                through II-120-A

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

            
	 	 	
              I-1-A
                through I-118-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-118-A

            	 	
              REMIC
                II Remittance Rate

            
	
              121

            	 	
              I-120-A

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

            
	 	 	
              II-120-A

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

            
	 	 	
              I-1-A
                through I-119-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-119-A

            	 	
              REMIC
                II Remittance Rate

            
	
              thereafter

            	 	
              I-1-A
                through I-120-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	
              II-1-A
                through II-120-A

            	 	
              REMIC
                II Remittance Rate

            


    

    


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

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                II Regular Interest

            	 	
              Rate

            
	
              1

            	 	
              I-1-A
                through I-120-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              2

            	 	
              I-1-A
                through I-120-A

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

            
	 	 	 	 	 
	
              3

            	 	
              I-2-A
                through I-120-A

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

            
	 	 	
              I-1-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              4

            	 	
              I-3-A
                through I-120-A

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

            
	 	 	
              I-1-A
                and I-2-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              5

            	 	
              I-4-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-3-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              6

            	 	
              I-5-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-4-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              I-6-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-5-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              8

            	 	
              I-7-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-6-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  II Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	 	 	 
	
              9

            	 	
              I-8-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-7-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              10

            	 	
              I-9-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-8-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              11

            	 	
              I-10-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-9-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              12

            	 	
              I-11-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-10-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              13

            	 	
              I-12-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-11-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              14

            	 	
              I-13-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-12-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              15

            	 	
              I-14-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-13-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              16

            	 	
              I-15-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-14-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              17

            	 	
              I-16-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-15-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              18

            	 	
              I-17-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-16-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              19

            	 	
              I-18-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-17-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              20

            	 	
              I-19-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-18-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              21

            	 	
              I-20-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              22

            	 	
              I-21-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-20-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              23

            	 	
              I-22-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-21-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

    
      
        


        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	 	 	 
	
              24

            	 	
              I-23-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-22-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              25

            	 	
              I-24-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-23-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              26

            	 	
              I-25-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              27

            	 	
              I-26-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-25-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              28

            	 	
              I-27-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-26-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              29

            	 	
              I-28-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-27-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              30

            	 	
              I-29-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-28-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              31

            	 	
              I-30-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-29-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              32

            	 	
              I-31-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-30-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              33

            	 	
              I-32-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-31-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              34

            	 	
              I-33-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-32-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              35

            	 	
              I-34-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-33-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              36

            	 	
              I-35-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-34-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              37

            	 	
              I-36-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-35-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              38

            	 	
              I-37-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-36-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

    
      
        


        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	 	 	 
	
              39

            	 	
              I-38-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-37-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              40

            	 	
              I-39-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-38-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              41

            	 	
              I-40-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-39-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              42

            	 	
              I-41-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-40-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              43

            	 	
              I-42-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-41-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              44

            	 	
              I-43-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-42-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              45

            	 	
              I-44-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-43-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              46

            	 	
              I-45-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-44-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              47

            	 	
              I-46-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-45-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              48

            	 	
              I-47-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-46-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              I-48-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-47-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              50

            	 	
              I-49-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-48-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              51

            	 	
              I-50-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-49-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              52

            	 	
              I-51-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-50-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              53

            	 	
              I-52-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-51-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

     

    
      
        


        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	 	 	 
	
              54

            	 	
              I-53-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-52-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              55

            	 	
              I-54-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-53-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              56

            	 	
              I-55-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              57

            	 	
              I-56-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-55-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              58

            	 	
              I-57-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-56-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              I-58-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-57-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              I-59-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-58-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              61

            	 	
              I-60-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-59-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              62

            	 	
              I-61-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-60-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              63

            	 	
              I-62-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-61-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              64

            	 	
              I-63-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-62-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              65

            	 	
              I-64-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-63-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              66

            	 	
              I-65-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-64-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              67

            	 	
              I-66-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-65-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              68

            	 	
              I-67-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-66-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    
      
        


        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	 	 	 
	
              69

            	 	
              I-68-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-67-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              70

            	 	
              I-69-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-68-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              71

            	 	
              I-70-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-69-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              72

            	 	
              I-71-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-70-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              73

            	 	
              I-72-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-71-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              74

            	 	
              I-73-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-72-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              75

            	 	
              I-74-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-73-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              76

            	 	
              I-75-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-74-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              77

            	 	
              I-76-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-75-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              78

            	 	
              I-77-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-76-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              79

            	 	
              I-78-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-77-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              80

            	 	
              I-79-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-78-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              81

            	 	
              I-80-A
                and I-120-A

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

            
	 	 	
              I-1-A
                through I-19-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              82

            	 	
              I-81-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-80-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              83

            	 	
              I-82-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-81-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

    
      
        


        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
    

    
      	 	 	 	 	 
	
              84

            	 	
              I-83-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-82-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              85

            	 	
              I-84-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-83-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              86

            	 	
              I-85-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-24-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              87

            	 	
              I-86-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-85-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              88

            	 	
              I-87-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-86-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              89

            	 	
              I-88-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-87-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              90

            	 	
              I-89-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-88-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              91

            	 	
              I-90-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-89-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              92

            	 	
              I-91-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-90-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              93

            	 	
              I-92-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-91-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              94

            	 	
              I-93-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-92-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              95

            	 	
              I-94-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-93-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              96

            	 	
              I-95-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-94-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              97

            	 	
              I-96-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-95-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              98

            	 	
              I-97-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-96-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    
      
        
          


          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      II Regular Interest

                  	 	
                    Rate

                  


          

        

      

      
      

    

    
      	 	 	 	 	 
	
              99

            	 	
              I-98-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-97-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              100

            	 	
              I-99-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-98-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              101

            	 	
              I-100-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-99-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              102

            	 	
              I-101-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-100-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              103

            	 	
              I-102-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-101-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              104

            	 	
              I-103-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-102-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              105

            	 	
              I-104-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-103-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              106

            	 	
              I-105-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-104-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              107

            	 	
              I-106-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-105-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              108

            	 	
              I-107-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-106-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              109

            	 	
              I-108-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-107-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              110

            	 	
              I-109-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-108-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              111

            	 	
              I-110-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-109-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              112

            	 	
              I-111-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-110-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              113

            	 	
              I-112-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-111-A

            	 	
              REMIC
                II Remittance Rate

            


    

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

    
      
        
          


          
            	
                    Distribution
                      Date

                  	 	
                    REMIC
                      II Regular Interest

                  	 	
                    Rate

                  


          

        

      

      
      

    

    
      	 	 	 	 	 
	
              114

            	 	
              I-113-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-112-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              115

            	 	
              I-114-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-113-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              116

            	 	
              I-115-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-114-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              117

            	 	
              I-116-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-115-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              118

            	 	
              I-117-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-116-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              119

            	 	
              I-118-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-117-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              120

            	 	
              I-119-A
                through I-120-A

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

            
	 	 	
              I-1-A
                through I-118-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              121

            	 	
              I-120-A
                

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

            
	 	 	
              I-1-A
                through I-119-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              thereafter

            	 	
              I-1-A
                through I-120-A

            	 	
              REMIC
                II Remittance Rate

            


    

    


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

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                II Regular Interest

            	 	
              Rate

            


    

    
      	
              1

            	 	
              II-1-A
                through II-120-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              2

            	 	
              II-1-A
                through II-120-A

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

            
	 	 	 	 	 
	
              3

            	 	
              II-2-A
                through II-120-A

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

            
	 	 	
              II-1-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              4

            	 	
              II-3-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                Distribution
                  Date

              	 	
                REMIC
                  II Regular Interest

              	 	
                Rate

              


      

    

    
      	
            	 	
              II-1-A
                and II-2-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              5

            	 	
              II-4-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-3-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              6

            	 	
              II-5-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-4-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              II-6-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-5-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              8

            	 	
              II-7-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-6-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              9

            	 	
              II-8-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-7-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              10

            	 	
              II-9-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-8-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              11

            	 	
              II-10-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-9-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              12

            	 	
              II-11-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-10-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              13

            	 	
              II-12-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-11-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              14

            	 	
              II-13-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-12-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              15

            	 	
              II-14-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-13-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              16

            	 	
              II-15-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-14-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              17

            	 	
              II-16-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-15-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              18

            	 	
              II-17-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-16-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              19

            	 	
              II-18-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	
              II-1-A
                through II-17-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              20

            	 	
              II-19-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-18-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              21

            	 	
              II-20-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-19-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              22

            	 	
              II-21-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-20-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              23

            	 	
              II-22-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-21-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              24

            	 	
              II-23-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-22-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              25

            	 	
              II-24-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-23-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              26

            	 	
              II-25-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-24-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              27

            	 	
              II-26-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-25-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              28

            	 	
              II-27-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-26-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              29

            	 	
              II-28-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-27-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              30

            	 	
              II-29-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-28-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              31

            	 	
              II-30-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-29-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              32

            	 	
              II-31-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-30-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              33

            	 	
              II-32-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-31-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              34

            	 	
              II-33-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	
              II-1-A
                through II-32-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              35

            	 	
              II-34-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-33-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              36

            	 	
              II-35-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-34-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              37

            	 	
              II-36-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-35-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              38

            	 	
              II-37-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-36-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              39

            	 	
              II-38-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-37-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              40

            	 	
              II-39-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-38-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              41

            	 	
              II-40-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-39-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              42

            	 	
              II-41-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-40-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              43

            	 	
              II-42-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-41-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              44

            	 	
              II-43-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-42-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              45

            	 	
              II-44-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-43-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              46

            	 	
              II-45-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-44-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              47

            	 	
              II-46-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-45-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              48

            	 	
              II-47-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-46-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              II-48-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	
              II-1-A
                through II-47-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              50

            	 	
              II-49-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-48-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              51

            	 	
              II-50-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-49-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              52

            	 	
              II-51-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-50-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              53

            	 	
              II-52-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-51-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              54

            	 	
              II-53-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-52-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              55

            	 	
              II-54-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-53-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              56

            	 	
              II-55-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              57

            	 	
              II-56-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-55-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              58

            	 	
              II-57-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-56-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              59

            	 	
              II-58-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-57-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              II-59-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-58-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              61

            	 	
              II-60-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-59-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              62

            	 	
              II-61-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-60-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              63

            	 	
              II-62-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-61-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              64

            	 	
              II-63-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	
              II-1-A
                through II-62-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              65

            	 	
              II-64-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-63-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              66

            	 	
              II-65-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-64-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              67

            	 	
              II-66-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-65-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              68

            	 	
              II-67-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-66-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              69

            	 	
              II-68-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-67-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              70

            	 	
              II-69-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-68-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              71

            	 	
              II-70-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-69-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              72

            	 	
              II-71-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-70-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              73

            	 	
              II-72-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-71-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              74

            	 	
              II-73-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-72-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              75

            	 	
              II-74-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-73-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              76

            	 	
              II-75-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-74-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              77

            	 	
              II-76-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-75-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              78

            	 	
              II-77-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-76-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              79

            	 	
              II-78-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	
              II-1-A
                through II-77-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              80

            	 	
              II-79-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-78-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              81

            	 	
              II-80-A
                and II-120-A

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

            
	 	 	
              II-1-A
                through II-19-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              82

            	 	
              II-81-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-80-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              83

            	 	
              II-82-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-81-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              84

            	 	
              II-83-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-82-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              85

            	 	
              II-84-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-83-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              86

            	 	
              II-85-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-24-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              87

            	 	
              II-86-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-85-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              88

            	 	
              II-87-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-86-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              89

            	 	
              II-88-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-87-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              90

            	 	
              II-89-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-88-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              91

            	 	
              II-90-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-89-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              92

            	 	
              II-91-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-90-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              93

            	 	
              II-92-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-91-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              94

            	 	
              II-93-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	
              II-1-A
                through II-92-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              95

            	 	
              II-94-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-93-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              96

            	 	
              II-95-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-94-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              97

            	 	
              II-96-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-95-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              98

            	 	
              II-97-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-96-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              99

            	 	
              II-98-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-97-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              100

            	 	
              II-99-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-98-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              101

            	 	
              II-100-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-99-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              102

            	 	
              II-101-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-100-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              103

            	 	
              II-102-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-101-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              104

            	 	
              II-103-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-102-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              105

            	 	
              II-104-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-103-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              106

            	 	
              II-105-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-104-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              107

            	 	
              II-106-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-105-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              108

            	 	
              II-107-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-106-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              109

            	 	
              II-108-A
                through II-120-A

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

            


    

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    
      
         

        
          	
                  Distribution
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                


        

      

    

    
      	 	 	
              II-1-A
                through II-107-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              110

            	 	
              II-109-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-108-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              111

            	 	
              II-110-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-109-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              112

            	 	
              II-111-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-110-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              113

            	 	
              II-112-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-111-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              114

            	 	
              II-113-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-112-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              115

            	 	
              II-114-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-113-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              116

            	 	
              II-115-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-114-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              117

            	 	
              II-116-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-115-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              118

            	 	
              II-117-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-116-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              119

            	 	
              II-118-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-117-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              120

            	 	
              II-119-A
                through II-120-A

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

            
	 	 	
              II-1-A
                through II-118-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              121

            	 	
              II-120-A
                

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

            
	 	 	
              II-1-A
                through II-119-A

            	 	
              REMIC
                II Remittance Rate

            
	 	 	 	 	 
	
              thereafter

            	 	
              II-1-A
                through II-120-A

            	 	
              REMIC
                II Remittance Rate

            


    

    


    With
      respect to REMIC III Regular Interest IO, and (i) the 1st Distribution Date,
      the
      excess of (x) the weighted average of the REMIC II Remittance Rates for REMIC
      II
      Regular Interests including the designation “A”, over (y) the weighted average
      of the REMIC II Remittance Rates for REMIC II Regular Interests including the
      designation “A”, (ii) the 2nd Distribution Date through the 121st Distribution
      Date, the excess of (x) the weighted average of the REMIC II Remittance Rates
      for REMIC II Regular Interests including the designation “A”, over (y) 2
      multiplied by Swap LIBOR and (iii) thereafter, 0.00%. With respect to REMIC
      III
      Regular Interest P, 0.00%.

     


    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    


    “REMIC
      III Sub WAC Allocation Percentage”: 50% of any amount payable or loss
      attributable from the Mortgage Loans, which shall be allocated to REMIC III
      Regular Interest I-SUB, REMIC III Regular Interest I-GRP, REMIC III Regular
      Interest II-SUB, REMIC III Regular Interest II-GRP and REMIC III Regular
      Interest XX.

     

    “REMIC
      III Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of
      each REMIC III Regular Interest ending with the designation “SUB,”, equal to the
      ratio between, with respect to each such REMIC III Regular Interest, the excess
      of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans
      or
      Group II Mortgage Loans, as applicable over (y) the current Certificate
      Principal Balance of related Class A Certificates.

     

    “REMIC
      III Required Overcollateralization Amount”: 0.50% of the Required
      Overcollateralization Amount.

     

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

     

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

     

    “REMIC
      IV
      Certificateholder”: The Holder of any REMIC IV 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, REMIC II Regular Interest or
      REMIC III Regular Interest.

     

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

     

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

     


    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    


    “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 GMAC 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 Stated 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 GMAC 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.

     

    “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 GMAC pursuant to the Servicing
      Agreement.

     

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

     

    “Required
      Overcollateralization Amount”: With respect to any Distribution Date (i) prior
      to the Stepdown Date, the product of (A) 1.00% and (B) the sum of the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date plus the amounts
      on deposit in the Pre-Funding Account, (ii) on or after the Stepdown Date
      provided a Trigger Event is not in effect, the greater of (x) 2.00% of the
      sum
      of the aggregate Stated Principal Balance of the Mortgage Loans (after giving
      effect to principal payments to be distributed on such Distribution Date) plus
      the amounts on deposit in the Pre-Funding Account and (y) an amount equal to
      the
      product of (A) 0.50% and (B) the sum of the aggregate principal balance of
      the
      Mortgage Loans as of the Cut-off Date plus the amounts on deposit in the
      Pre-Funding Account, and (iii) on or after the Stepdown Date and a Trigger
      Event
      is in effect, the Required Overcollateralization Amount for the immediately
      preceding Distribution Date. Notwithstanding the foregoing, on and after any
      Distribution Date following the reduction of the aggregate Certificate Principal
      Balance of the Class A Certificates (other than the Class 2-A-1-2 Certificates
      and Class 2-A-1-6 Certificates), Mezzanine Certificates the Class 2-A-1-2
      Underlying Interest and Class 2-A-1-6 Underlying Interest to zero, the Required
      Overcollateralization Amount shall be zero.

     


    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    


    “Reserve
      Fund”: A fund created pursuant to Section 3.24(a) which shall be an asset
      of the Trust Fund but which shall not be an asset of any Trust
      REMIC.

     

    “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.

     

    “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 of 2002, 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 of 2002 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 of 2002, 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.

     


    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    


    “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.

     

    “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
      Interest Distribution Amount”: With respect to any Distribution Date, an amount
      equal to the sum of (i) the Interest Distribution Amount for such Distribution
      Date for the Class A Certificates and (ii) the Interest Carry Forward Amount,
      if
      any, for such Distribution Date for the Class A Certificates.

     


    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    


    “Senior
      Principal Distribution Amount” With respect to any Distribution Date will be an
      amount equal to the excess of (x) the aggregate Certificate Principal Balance
      of
      the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5
      and
      Class 2-A-1-7 Certificates and the Class 2-A-1-2 Underlying Interest and the
      Class 2-A-1-6 Underlying Interest immediately prior to the Distribution Date
      over (y) the lesser of (A) the product of (i) approximately 83.60% on or after
      the Stepdown Date and (ii) the aggregate principal balance of the Mortgage
      Loans
      as of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) and (B) the excess, if any of the aggregate principal
      balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the product
      of
      (i) 0.50% and (ii) the aggregate principal balance of the Initial Mortgage
      Loans
      as of the Cut-Off Date plus amounts on deposit in the Pre-Funding Account as
      of
      the Closing Date.

     

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

     

    “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) GMAC, 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.

     


    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    


    “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 GMAC, 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.

     


    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    


    “Servicing
      Fee Rate”: A weighted average rate of 0.333% 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 any Mortgage Loan (other than a Subsequent
      Mortgage Loan), July 1, 2007. With respect to any Subsequent Mortgage Loan,
      the
      date set forth in the related Subsequent Mortgage Loan Purchase
      Agreement.

     

    “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.
      

     

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

     

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

     

    “Stated
      Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
      determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, the Scheduled Principal Balance of such Mortgage Loan
      as
      of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
      of
      (i) the principal portion of each Monthly Payment due on a Due Date subsequent
      to the Cut-off Date, to the extent received from the Mortgagor or advanced
      by
      the Servicer or a successor to the Servicer and distributed pursuant to
      Section 5.01 of this Agreement on or before such date of determination,
      (ii) all Principal Prepayments received after the Cut-off Date, to the extent
      distributed pursuant to Section 5.01 of this Agreement on or before such
      date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds
      applied by the Servicer as recoveries of principal in accordance with the
      provisions of Section 3.13 of this Agreement or pursuant to the Servicing
      Agreement, to the extent distributed pursuant to Section 5.01 of this
      Agreement on or before such date of determination, and (iv) any Realized Loss
      incurred with respect thereto as a result of a Deficient Valuation made during
      or prior to the Prepayment Period for the most recent Distribution Date
      coinciding with or preceding such date of determination; and (b) as of any
      date
      of determination coinciding with or subsequent to the Distribution Date on
      which
      the proceeds, if any, of a Liquidation Event with respect to such Mortgage
      Loan
      would be distributed, zero. With respect to any REO Property: (a) as of any
      date
      of determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such REO Property
      would
      be distributed, an amount (not less than zero) equal to the Stated Principal
      Balance of the related Mortgage Loan as of the date on which such REO Property
      was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property
      was
      acquired before the Distribution Date in any calendar month, the principal
      portion of the Monthly Payment due on the Due Date in the calendar month of
      acquisition, to the extent advanced by the Servicer or a successor to the
      Servicer and distributed pursuant to Section 5.01 of this Agreement, on or
      before such date of determination and (ii) the aggregate amount of REO Principal
      Amortization in respect of such REO Property for all previously ended calendar
      months, to the extent distributed pursuant to Section 5.01 of this
      Agreement on or before such date of determination; and (b) as of any date of
      determination coinciding with or subsequent to the Distribution Date on which
      the proceeds, if any, of a Liquidation Event with respect to such REO Property
      would be distributed, zero.

     


    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    


    “Stepdown
      Date”: The earlier to occur of (i) the later to occur of (x) the Distribution
      Date occurring in June 2010 and (y) the first Distribution Date on which the
      Credit Enhancement Percentage (calculated for this purpose only after taking
      into account distributions of principal on the Mortgage Loans, but prior to
      any
      distribution of the Principal Distribution Amount to the Holders of the
      Certificates (other than the Class 2-A-1-2 Certificates and Class 2-A-1-6
      Certificates) and Underlying Interests then entitled to distributions of
      principal on such Distribution Date), is greater than or equal to 16.40% and
      (ii) the first Distribution Date following the Distribution Date on which the
      aggregate Certificate Principal Balance of the Class A Certificates (other
      than
      the Class 2-A-1-2 Certificates and Class 2-A-1-6 Certificates) and the
      Underlying Interests has been reduced to zero.

     

    “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
      Certificates”: Collectively, the Mezzanine Certificates and the Class CE
      Certificates.

     

    “Subsequent
      Group I Mortgage Loan”: A Subsequent Mortgage Loan purchased by the Trust during
      the Pre-Funding Period and assigned to the Group I Mortgage Loans.

     

    “Subsequent
      Group II Mortgage Loan”: A Subsequent Mortgage Loan purchased by the Trust
      during the Pre-Funding Period and assigned to the Group II Mortgage
      Loans.

     

    “Subsequent
      Mortgage Loan”: A Mortgage Loan sold by the Depositor to the Trust Fund pursuant
      to Section 2.09, such Mortgage Loan being identified on the Mortgage Loan
      Schedule attached to a Subsequent Transfer Instrument.

     


    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    


    “Subsequent
      Mortgage Loan Purchase Agreement”: The agreement between the Depositor and the
      Sponsor, regarding the transfer of the Subsequent Mortgage Loans by the Sponsor
      to the Depositor.

     

    “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.

     

    “Subsequent
      Transfer Date”: With respect to each Subsequent Transfer Instrument, the date on
      which the related Subsequent Mortgage Loans are transferred to the Trust
      Fund.

     

    “Subsequent
      Transfer Instrument”: Each Subsequent Transfer Instrument, dated as of a
      Subsequent Transfer Date, executed by the Trustee and the Depositor
      substantially in the form attached hereto as Exhibit O, by which Subsequent
      Mortgage Loans are transferred to the Trust Fund.

     

    “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 Certificate Swap Agreements, 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 related
      Certificate Swap Agreement provided.

     

    “Swap
      LIBOR”: LIBOR as determined pursuant to the related Certificate Swap
      Agreement.

     

    “Swap
      Provider”: The swap provider under a Certificate Swap Agreement either (a)
      entitled to receive payments from the Supplemental Interest Trust or (b)
      required to make payments to the Supplemental Interest Trust, in either case
      pursuant to the terms of such Certificate Swap Agreement, and any successor
      in
      interest or assign. Initially, the Swap Provider for each Certificate Swap
      Agreement shall be Deutsche Bank AG, New York Branch.

     


    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    


    “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 a Certificate
      Swap Agreement with respect to which the Swap Provider is a Defaulting Party
      (as
      defined in the related Certificate Swap Agreement), (ii) a Termination Event
      under a Certificate Swap Agreement with respect to which the Swap Provider
      is
      the sole Affected Party (as defined in the related Certificate Swap Agreement)
      or (iii) an Additional Termination Event under a Certificate 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 related Certificate 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 such Certificate 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.

     

    “Telerate
      Page 3750”: The display designated as page “3750” on the Dow Jones Telerate
      Capital Markets Report (or such other page as may replace page 3750 on that
      report for the purpose of displaying London interbank offered rates of major
      banks).

     

    “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.

     

    “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.

     

    “Trigger
      Event”: With respect to any Distribution Date, a Trigger Event is in effect if
      (x) the Delinquency Percentage exceeds 42.68% of the Credit Enhancement
      Percentage with respect to such Distribution Date or (y) the aggregate amount
      of
      Realized Losses incurred since the Cut-off Date through the last day of the
      related Due Period divided by the sum of the aggregate principal balance of
      the
      Mortgage Loans as of the Cut-off Date and the Pre-Funded Amount exceeds the
      applicable percentages set forth below with respect to such Distribution
      Date:

     


    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              Percentages

            
	
              June
                2009 to May 2010

            	 	
              0.25%,
                plus 1/12th of 0.40% for each month thereafter

            
	
              June
                2010 to May 2011

            	 	
              0.65%,
                plus 1/12th of 0.50% for each month thereafter

            
	
              June
                2011 to May 2012

            	 	
              1.15%,
                plus 1/12th of 0.50% for each month thereafter

            
	
              June
                2012 to May 2013

            	 	
              1.65%,
                plus 1/12th of 0.30% for each month thereafter

            
	
              June
                2013 and thereafter

            	 	
              1.95%

            


    

    


    “Trust”:
      MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1, the trust
      created hereunder.

     

    “Trust
      Fund”: Collectively, all of the assets of REMIC I, REMIC II, REMIC III, REMIC
      IV, the Pre-Funding Account and the Reserve Fund and any amounts on deposit
      therein and any proceeds thereof. For avoidance of doubt, the Trust Fund does
      not include the Supplemental Interest Trust, the Class 2-A-1-2 Supplemental
      Interest Trust and the Class 2-A-1-6 Supplemental Interest Trust.

     

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

     

    “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 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 and the Uncertificated Balance of REMIC III Regular Interest ZZ shall
      be increased by interest deferrals as provided in Section 5.01 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.

     


    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    


    “Uncertificated
      Notional Amount”: With respect to REMIC III 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
                II Regular Interests

            


    

    
      	
              1st
                through 2nd 

            	 	
              I-1-A
                through I-120-A and II-1-A through II-120-A 

            
	
              3

            	 	
              I-2-A
                through I-120-A and II-2-A through II-120-A 

            
	
              4

            	 	
              I-3-A
                through I-120-A and II-3-A through II-120-A 

            
	
              5

            	 	
              I-4-A
                through I-120-A and II-4-A through II-120-A 

            
	
              6

            	 	
              I-5-A
                through I-120-A and II-5-A through II-120-A 

            
	
              7

            	 	
              I-6-A
                through I-120-A and II-6-A through II-120-A 

            
	
              8

            	 	
              I-7-A
                through I-120-A and II-7-A through II-120-A 

            
	
              9

            	 	
              I-8-A
                through I-120-A and II-8-A through II-120-A

            
	
              10

            	 	
              I-9-A
                through I-120-A and II-9-A through II-120-A 

            
	
              11

            	 	
              I-10-A
                through I-120-A and II-10-A through II-120-A 

            
	
              12

            	 	
              I-11-A
                through I-120-A and II-11-A through II-120-A 

            
	
              13

            	 	
              I-12-A
                through I-120-A and II-12-A through II-120-A 

            
	
              14

            	 	
              I-13-A
                through I-120-A and II-13-A through II-120-A 

            
	
              15

            	 	
              I-14-A
                through I-120-A and II-14-A through II-120-A 

            
	
              16

            	 	
              I-15-A
                through I-120-A and II-15-A through II-120-A 

            
	
              17

            	 	
              I-16-A
                through I-120-A and II-16-A through II-120-A 

            
	
              18

            	 	
              I-17-A
                through I-120-A and II-17-A through II-120-A 

            
	
              19

            	 	
              I-18-A
                through I-120-A and II-18-A through II-120-A 

            
	
              20

            	 	
              I-19-A
                through I-120-A and II-19-A through II-120-A 

            
	
              21

            	 	
              I-20-A
                through I-120-A and II-20-A through II-120-A 

            
	
              22

            	 	
              I-21-A
                through I-120-A and II-21-A through II-120-A 

            
	
              23

            	 	
              I-22-A
                through I-120-A and II-22-A through II-120-A 

            
	
              24

            	 	
              I-23-A
                through I-120-A and II-23-A through II-120-A 

            
	
              25

            	 	
              I-24-A
                through I-120-A and II-24-A through II-120-A 

            
	
              26

            	 	
              I-25-A
                through I-120-A and II-25-A through II-120-A 

            
	
              27

            	 	
              I-26-A
                through I-120-A and II-26-A through II-120-A 

            
	
              28

            	 	
              I-27-A
                through I-120-A and II-27-A through II-120-A 

            
	
              29

            	 	
              I-28-A
                through I-120-A and II-28-A through II-120-A 

            
	
              30

            	 	
              I-29-A
                through I-120-A and II-29-A through II-120-A

            
	
              31

            	 	
              I-30-A
                through I-120-A and II-30-A through II-120-A 

            
	
              32

            	 	
              I-31-A
                through I-120-A and II-31-A through II-120-A 

            
	
              33

            	 	
              I-32-A
                through I-120-A and II-32-A through II-120-A 

            
	
              34

            	 	
              I-33-A
                through I-120-A and II-33-A through II-120-A 

            
	
              35

            	 	
              I-34-A
                through I-120-A and II-34-A through II-120-A 

            
	
              36

            	 	
              I-35-A
                through I-120-A and II-35-A through II-120-A 

            
	
              37

            	 	
              I-36-A
                through I-120-A and II-36-A through II-120-A 

            
	
              38

            	 	
              I-37-A
                through I-120-A and II-37-A through II-120-A 

            
	
              39

            	 	
              I-38-A
                through I-120-A and II-38-A through II-120-A 

            
	
              40

            	 	
              I-39-A
                through I-120-A and II-39-A through II-120-A 

            
	
              41

            	 	
              I-40-A
                through I-120-A and II-40-A through II-120-A 

            
	
              42

            	 	
              I-41-A
                through I-120-A and II-41-A through II-120-A 

            
	
              43

            	 	
              I-42-A
                through I-120-A and II-42-A through II-120-A 

            
	
              44

            	 	
              I-43-A
                through I-120-A and II-43-A through II-120-A 

            
	
              45

            	 	
              I-44-A
                through I-120-A and II-44-A through II-120-A 

            
	
              46

            	 	
              I-45-A
                through I-120-A and II-45-A through II-120-A 

            
	
              47

            	 	
              I-46-A
                through I-120-A and II-46-A through II-120-A 

            
	
              48

            	 	
              I-47-A
                through I-120-A and II-47-A through II-120-A 

            
	
              49

            	 	
              I-48-A
                through I-120-A and II-48-A through II-120-A 

            
	
              50

            	 	
              I-49-A
                through I-120-A and II-49-A through II-120-A 

            
	
              51

            	 	
              I-50-A
                through I-120-A and II-50-A through II-120-A 

            
	
              52

            	 	
              I-51-A
                through I-120-A and II-51-A through II-120-A 

            
	
              53

            	 	
              I-52-A
                through I-120-A and II-52-A through II-120-A 

            
	
              54

            	 	
              I-53-A
                through I-120-A and II-53-A through II-120-A 

            
	
              55

            	 	
              I-54-A
                through I-120-A and II-54-A through II-120-A 

            
	
              56

            	 	
              I-55-A
                through I-120-A and II-55-A through II-120-A


            


    

     

    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                Distribution
                  Date

              	 	
                REMIC
                  II Regular Interests

              


      

    

    
      	
              57

            	 	
              I-56-A
                through I-120-A and II-56-A through II-120-A 

            
	
              58

            	 	
              I-57-A
                through I-120-A and II-57-A through II-120-A 

            
	
              59

            	 	
              I-58-A
                through I-120-A and II-58-A through II-120-A 

            
	
              60

            	 	
              I-59-A
                through I-120-A and II-59-A through II-120-A

            
	
              61

            	 	
              I-60-A
                through I-120-A and II-60-A through II-120-A 

            
	
              62

            	 	
              I-61-A
                through I-120-A and II-61-A through II-120-A 

            
	
              63

            	 	
              I-62-A
                through I-120-A and II-62-A through II-120-A 

            
	
              64

            	 	
              I-63-A
                through I-120-A and II-63-A through II-120-A 

            
	
              65

            	 	
              I-64-A
                through I-120-A and II-64-A through II-120-A 

            
	
              66

            	 	
              I-65-A
                through I-120-A and II-65-A through II-120-A 

            
	
              67

            	 	
              I-66-A
                through I-120-A and II-66-A through II-120-A 

            
	
              68

            	 	
              I-67-A
                through I-120-A and II-67-A through II-120-A 

            
	
              69

            	 	
              I-68-A
                through I-120-A and II-68-A through II-120-A 

            
	
              70

            	 	
              I-69-A
                through I-120-A and II-69-A through II-120-A 

            
	
              71

            	 	
              I-70-A
                through I-120-A and II-70-A through II-120-A 

            
	
              72

            	 	
              I-71-A
                through I-120-A and II-71-A through II-120-A 

            
	
              73

            	 	
              I-72-A
                through I-120-A and II-72-A through II-120-A 

            
	
              74

            	 	
              I-73-A
                through I-120-A and II-73-A through II-120-A 

            
	
              75

            	 	
              I-74-A
                through I-120-A and II-74-A through II-120-A 

            
	
              76

            	 	
              I-75-A
                through I-120-A and II-75-A through II-120-A 

            
	
              77

            	 	
              I-76-A
                through I-120-A and II-76-A through II-120-A 

            
	
              78

            	 	
              I-77-A
                through I-120-A and II-77-A through II-120-A 

            
	
              79

            	 	
              I-78-A
                through I-120-A and II-78-A through II-120-A 

            
	
              80

            	 	
              I-79-A
                through I-120-A and II-79-A through II-120-A 

            
	
              81

            	 	
              I-80-A
                through I-120-A and II-80-A through II-120-A 

            
	
              82

            	 	
              I-81-A
                through I-120-A and II-81-A through II-120-A 

            
	
              83

            	 	
              I-82-A
                through I-120-A and II-82-A through II-120-A 

            
	
              84

            	 	
              I-83-A
                through I-120-A and II-83-A through II-120-A 

            
	
              85

            	 	
              I-84-A
                through I-120-A and II-84-A through II-120-A 

            
	
              86

            	 	
              I-85-A
                through I-120-A and II-85-A through II-120-A 

            
	
              87

            	 	
              I-86-A
                through I-120-A and II-86-A through II-120-A 

            
	
              88

            	 	
              I-87-A
                through I-120-A and II-87-A through II-120-A 

            
	
              89

            	 	
              I-88-A
                through I-120-A and II-88-A through II-120-A 

            
	
              90

            	 	
              I-89-A
                through I-120-A and II-89-A through II-120-A

            
	
              91

            	 	
              I-90-A
                through I-120-A and II-90-A through II-120-A 

            
	
              92

            	 	
              I-91-A
                through I-120-A and II-91-A through II-120-A 

            
	
              93

            	 	
              I-92-A
                through I-120-A and II-92-A through II-120-A 

            
	
              94

            	 	
              I-93-A
                through I-120-A and II-93-A through II-120-A 

            
	
              95

            	 	
              I-94-A
                through I-120-A and II-94-A through II-120-A 

            
	
              96

            	 	
              I-95-A
                through I-120-A and II-95-A through II-120-A 

            
	
              97

            	 	
              I-96-A
                through I-120-A and II-96-A through II-120-A 

            
	
              98

            	 	
              I-97-A
                through I-120-A and II-97-A through II-120-A 

            
	
              99

            	 	
              I-98-A
                through I-120-A and II-98-A through II-120-A 

            
	
              100

            	 	
              I-99-A
                through I-120-A and II-99-A through II-120-A 

            
	
              101

            	 	
              I-100-A
                through I-120-A and II-100-A through II-120-A 

            
	
              102

            	 	
              I-101-A
                through I-120-A and II-101-A through II-120-A 

            
	
              103

            	 	
              I-102-A
                through I-120-A and II-102-A through II-120-A 

            
	
              104

            	 	
              I-103-A
                through I-120-A and II-103-A through II-120-A 

            
	
              105

            	 	
              I-104-A
                through I-120-A and II-104-A through II-120-A 

            
	
              106

            	 	
              I-105-A
                through I-120-A and II-105-A through II-120-A 

            
	
              107

            	 	
              I-106-A
                through I-120-A and II-106-A through II-120-A 

            
	
              108

            	 	
              I-107-A
                through I-120-A and II-107-A through II-120-A 

            
	
              109

            	 	
              I-108-A
                through I-120-A and II-108-A through II-120-A 

            
	
              110

            	 	
              I-109-A
                through I-120-A and II-109-A through II-120-A 

            
	
              111

            	 	
              I-110-A
                through I-120-A and II-110-A through II-120-A 

            
	
              112

            	 	
              I-111-A
                through I-120-A and II-111-A through II-120-A 

            
	
              113

            	 	
              I-112-A
                through I-120-A and II-112-A through II-120-A 

            
	
              114

            	 	
              I-113-A
                through I-120-A and II-113-A through II-120-A 

            
	
              115

            	 	
              I-114-A
                through I-120-A and II-114-A through II-120-A 

            
	
              116

            	 	
              I-115-A
                through I-120-A and II-115-A through II-120-A 

            
	
              117

            	 	
              I-116-A
                through I-120-A and II-116-A through II-120-A 

            
	
              118

            	 	
              I-117-A
                through I-120-A and II-117-A through II-120-A 

            
	
              119

            	 	
              I-118-A
                through I-120-A and II-118-A through II-120-A 

            
	
              120

            	 	
              I-119-A
                through I-120-A and II-119-A through II-120-A

            
	
              121

            	 	
              I-120-A
                and II-120-A

            
	
              thereafter

            	 	
              $0.00

            


    

    


    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

       

    

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

     

    “Underlying
      Interest”: Either the Class 2-A-1-2 Underlying Interest or the Class 2-A-1-6
      Underlying Interest, as the context requires.

     

    “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.

     

    “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.

     


    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    


    “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,
      98% of all Voting Rights will be allocated among the holders of the Class A
      Certificates, the Mezzanine Certificates and the Class CE Certificates in
      proportion to the then outstanding Certificate Principal Balances of their
      respective Certificates, 1% of all Voting Rights will be allocated among the
      holders of the Class P 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. 

     

    “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. 

     

    “WHFIT”:
      Shall mean a “Widely Held Fixed Investment Trust” as that term is defined in
      Treasury Regulations section 1.671-5(b)(22) or successor
      provisions.

     

    “WHFIT
      Regulations”: Shall mean Treasury Regulations section 1.671-5, as
      amended.

     

    SECTION
      1.02. Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of Accrued Certificate Interest and the
      amount of the Interest Distribution Amount for the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates for any Distribution Date,
      (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) and any Relief Act Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
      shall be allocated first, to the Class CE Certificates, second, to the Class
      M-9
      Certificates, third, to the Class M-8 Certificates, fourth, to the Class M-7
      Certificates, fifth, to the Class M-6 Certificates, sixth, to the Class M-5
      Certificates, seventh, to the Class M-4 Certificates, eighth, to the Class
      M-3
      Certificates, ninth, to the Class M-2 Certificates, tenth, to the Class M-1
      Certificates and eleventh, to the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3,
      Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates and the Certificate
      Principal Balances of the Class 2-A-1-2 Underlying Interest and the Class
      2-A-1-6 Underlying Interest, on a pro
      rata
      basis,
      in each case based on, and to the extent of, one month’s interest at the then
      applicable respective Pass-Through Rate on the respective Certificate Principal
      Balance or Notional Amount, as applicable, of each such Certificate or
      Underlying Interest and (2) the aggregate amount of any Realized Losses
      allocated to the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4,
      Class
      2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying Interest,
      the Class 2-A-1-6 Underlying Interest and the Mezzanine Certificates and Net
      WAC
      Rate Carryover Amounts paid to the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3,
      Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2
      Underlying Interest, the Class 2-A-1-6 Underlying Interest and the Mezzanine
      Certificates incurred for any Distribution Date shall be allocated to the Class
      CE Certificates on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      or
      Notional Amount thereof, as applicable.

     


    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    


    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, (i) with respect to the Group I
      Mortgage Loans, to REMIC I Regular Interest LT-1, REMIC
      I
      Regular Interest LT-1PF
      and
      REMIC I Regular Interest LTP, in each case to the extent of one month's interest
      at the then applicable respective REMIC I Remittance Rate on the respective
      Uncertificated Balance of each such REMIC I Regular Interest; provided, however,
      with respect to the first two Distribution Dates, such amounts relating to
      the
      Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest
      LT-1 and REMIC I Regular Interest LT-1PF and such amounts relating to the
      Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular Interest
      LT-1PF and (b) with respect to the Group II Mortgage Loans, to REMIC I Regular
      Interest LT-2 and REMIC I Regular Interest LT-2PF, in each case to the extent
      of
      one month's interest at the then applicable respective REMIC I Remittance Rate
      on the respective Uncertificated Balance of each such REMIC I Regular Interest;
      provided, however, with respect to the first two Distribution Dates, such
      amounts relating to the Initial Group II Mortgage Loans shall be allocated
      to
      REMIC I Regular Interest LT2 and such amounts relating to the Subsequent Group
      II Mortgage Loans shall be allocated to REMIC I Regular Interest LT2PF.


     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      II
      Group 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 Group
      I
      Mortgage Loans shall be allocated first, to the REMIC II Group 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 II Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC II Regular Interest, and then, to REMIC II Group 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 II Remittance
      Rates on the respective Uncertificated Balances of each such REMIC II Regular
      Interest.

     


    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    


    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      II
      Group II 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) and any Relief Act Interest
      Shortfalls incurred in respect of Group II Mortgage Loans shall be allocated
      first, to the REMIC II Group II 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 II Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC II Regular Interest, and then, to REMIC II Group II 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 II Remittance
      Rates on the respective Uncertificated Balances of each such REMIC II Regular
      Interest. 

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      III
      Regular Interests for any Distribution Date:

     

    (A) The
      REMIC
      III Marker Allocation Percentage of 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) and the REMIC III Marker Allocation
      Percentage of any Relief Act Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date shall be allocated among REMIC III
      Regular Interest AA, REMIC III Regular Interest 1-A-1, REMIC III Regular
      Interest 2-A-1-1, REMIC III Regular Interest 2-A-1-2, REMIC III Regular Interest
      2-A-1-3, REMIC III Regular Interest 2-A-1-4, REMIC III Regular Interest 2-A-1-5,
      REMIC III Regular Interest 2-A-1-6, REMIC III Regular Interest 2-A-1-7, REMIC
      III Regular Interest M-1, REMIC III Regular Interest M-2, REMIC III Regular
      Interest M-3, REMIC III Regular Interest M-4, REMIC III Regular Interest M-5,
      REMIC III Regular Interest M-6, REMIC III Regular Interest M-7, REMIC III
      Regular Interest M-8, REMIC III Regular Interest M-9 and REMIC III Regular
      Interest ZZ pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC III Remittance Rate on the respective Uncertificated Balance of each
      such
      REMIC III Regular Interest; and

     

    (B) The
      REMIC
      III Sub WAC Allocation Percentage of 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 by the Master Servicer
      pursuant to Section 4.19 of this Agreement) and the REMIC III Sub WAC
      Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect
      of the Mortgage Loans for any Distribution Date shall be allocated first, to
      Uncertificated Interest payable to REMIC III Regular Interest I-SUB, REMIC
      III
      Regular Interest I-GRP, REMIC III Regular Interest II-SUB, REMIC III Regular
      Interest II-GRP and REMIC III Regular Interest XX, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC III Remittance Rate on the respective Uncertificated Balance of each
      such
      REMIC III Regular Interest.

     

     


    
      
        
        

      

      
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    SECTION
      1.03. Rights
      of
      the NIMS Insurer.

     

    Each
      of
      the rights of the NIMS Insurer set forth in this Agreement shall exist so long
      as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes
      issued pursuant to the Indenture and (ii) the notes issued pursuant to the
      Indenture remain outstanding or the NIMS Insurer is owed amounts in respect
      of
      its guarantee of payment on such notes; provided, however, the NIMS Insurer
      shall not have any rights hereunder (except pursuant to Section 11.01 and any
      rights to indemnification hereunder in the case of clause (ii) below) so long
      as
      (i) the NIMS Insurer has not undertaken to guarantee certain payments of notes
      issued pursuant to the Indenture or (ii) any default has occurred and is
      continuing under the insurance policy issued by the NIMS Insurer with respect
      to
      such notes.

     


    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    


    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 of the Depositor under
      the
      Mortgage Loan Purchase Agreement, the Subsequent Mortgage Loan Purchase
      Agreement and such assets as shall from time to time be credited or required
      to
      be credited by the terms of this Agreement to the Pre-Funding Account, 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, the right to any payments made by the Interest Rate Floor Provider
      under the Interest Rate Floor Agreement 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 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 related 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.

     

     


    
      
        
        

      

      
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    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. 

     

     


    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    


    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
      Holders of the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class
      2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying Interest,
      the Class 2-A-1-6 Underlying Interest and the Mezzanine
      Certificates.

     

    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
      or the Subsequent 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 Holders of the Class 1-A-1, Class 2-A-1-1, Class
      2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class
      2-A-1-2 Underlying Interest, the Class 2-A-1-6 Underlying Interest and the
      Mezzanine Certificates, 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 or the Subsequent Mortgage Loan Purchase Agreement, as
      applicable, 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 or the Subsequent
      Mortgage Loan Purchase Agreement, as applicable. The Purchase Price for the
      repurchased Mortgage Loan shall be remitted to the related Servicer for deposit
      in the Collection Account or the related 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 or the Subsequent
      Mortgage Loan Purchase Agreement, as applicable, 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 Holders of the Class 1-A-1, Class
      2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7
      Certificates, the Class 2-A-1-2 Underlying Interest, the Class 2-A-1-6
      Underlying Interest and the Mezzanine Certificates. Notwithstanding anything
      to
      the contrary contained herein, any breach of a representation or warranty
      contained in clauses (viii), (xxxviii), (xxxix), (xl), (xli), (xlvi), (xlvii),
      (lvi), (lxi), (lxiv), (lxvii), (lxix), (lxx) and/or (lxxiv) of Section 6 of
      the
      Mortgage Loan Purchase Agreement or the Subsequent Mortgage Loan Purchase
      Agreement, as applicable, shall be automatically deemed to affect materially
      and
      adversely the interests of the Holders of the Class 1-A-1, Class 2-A-1-1, Class
      2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class
      2-A-1-2 Underlying Interest, the Class 2-A-1-6 Underlying Interest and the
      Mezzanine Certificates.

     


    
      
        
        

      

      
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    In
      addition, promptly upon the earlier of discovery by a Servicer or receipt of
      notice by a Servicer of the breach of the representation or covenant of the
      Sponsor set forth in Section 5(xii) of the Mortgage Loan Purchase Agreement
      or
      the Subsequent Mortgage Loan Purchase Agreement, as applicable, which materially
      and adversely affects the interests of the Holders of the Class P Certificates
      in any Prepayment Charge, such Servicer shall promptly notify the Sponsor and
      the Trustee of such breach. The Trustee shall enforce the obligations of the
      Sponsor under the Mortgage Loan Purchase Agreement or the Subsequent Mortgage
      Loan Purchase Agreement, as applicable, to remedy such breach to the extent
      and
      in the manner set forth in the Mortgage Loan Purchase Agreement or the
      Subsequent Mortgage Loan Purchase Agreement, as applicable.

     

    (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.

     

    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, the NIMS Insurer
      and
      the related Servicer, with respect to such Qualified Substitute Mortgage Loan
      or
      Loans, an initial certification pursuant to the related 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, the NIMS Insurer 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 Holders of the Class
      1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and Class
      2-A-1-7 Certificates, the Class 2-A-1-2 Underlying Interest, the Class 2-A-1-6
      Underlying Interest and the Mezzanine Certificates 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 Holders of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying Interest, the Class
      2-A-1-6 Underlying Interest and the Mezzanine Certificates and the NIMS Insurer
      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 or Subsequent Mortgage Loan Purchase Agreement, as
      applicable, including all applicable representations and warranties thereof
      included herein or in the Mortgage Loan Purchase Agreement or Subsequent
      Mortgage Loan Purchase Agreement, as applicable.

     


    
      
        
        

      

      
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    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.

     

    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, the NIMS
      Insurer 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 Subsequent Mortgage Loan Purchase Agreement, as applicable, 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.

     


    
      
        
        

      

      
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    (d) With
      respect to a breach of the representations made pursuant to Section 5(xii)
      of the Mortgage Loan Purchase Agreement or Subsequent Mortgage Loan Purchase
      Agreement, as applicable, 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 Holders of the Class 1-A-1, Class
      2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7
      Certificates, the Class 2-A-1-2 Underlying Interest, the Class 2-A-1-6
      Underlying Interest and the Mezzanine Certificates in any Mortgage Loan or
      Prepayment Charge, Wells Fargo shall cure such breach in all material
      respects.

     

    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
      Holders of the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class
      2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying Interest,
      the Class 2-A-1-6 Underlying Interest and the Mezzanine Certificates, 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;

     


    
      
        
        

      

      
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    (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;

     

    (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

     


    
      
        
        

      

      
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    (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, GMAC, the Custodian, the Credit Risk Manager, the Swap
      Provider, the Class 2-A-1-2 Certificate Swap Provider, the Class 2-A-1-6
      Certificate 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;

     

    (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;

     


    
      
        
        

      

      
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    (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

     

    (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,
      Holders of the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class
      2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying Interest,
      the Class 2-A-1-6 Underlying Interest and the Mezzanine Certificates. 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, Prepayment Charge or the interests therein
      of
      the Holders of the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4,
      Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying
      Interest, the Class 2-A-1-6 Underlying Interest and the Mezzanine Certificates,
      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 Holders of the Class 1-A-1,
      Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7
      Certificates, the Class 2-A-1-2 Underlying Interest, the Class 2-A-1-6
      Underlying Interest and the Mezzanine Certificates, the Depositor or the Trustee
      on behalf of the Holders of the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3,
      Class
      2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2
      Underlying Interest, the Class 2-A-1-6 Underlying Interest and the Mezzanine
      Certificates respecting a breach of the representations, warranties and
      covenants contained in this Section 2.05.

     

     


    
      
        
        

      

      
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    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 applicable 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 related 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, REMIC III and REMIC
      IV
      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 the Class R-II Interest and 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 all present and future Holders of the Class
      R-II Interest and REMIC II (as holder of the REMIC I Regular Interests). The
      rights of the Holder of the Class R-II Interest and REMIC II (as holder of
      the
      REMIC I Regular Interests) to receive distributions from the proceeds of REMIC
      II in respect of the Class R-II Interest and the REMIC II Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-II Interest and the REMIC II Regular Interests, shall be as set forth in
      this
      Agreement. 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
      all
      present and future Holders of the Class R-III Interest and REMIC III (as holder
      of the REMIC II Regular Interests). 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 all present and future Holders of
      the
      Class R-III Interest and REMIC III (as holder of the REMIC II Regular
      Interests). The rights of the Holder of the Class R-III Interest and REMIC
      III
      (as holder of the REMIC II Regular Interests) to receive distributions from
      the
      proceeds of REMIC III in respect of the Class R-III Interest and the REMIC
      III
      Regular Interests, respectively, and all ownership interests evidenced or
      constituted by the Class R-III Interest and the REMIC III Regular Interests,
      shall be as set forth in this Agreement. The Class R-III Interest and the REMIC
      III Regular Interests shall constitute the entire beneficial ownership interest
      in REMIC III. The Trustee acknowledges receipt of the REMIC III Regular
      Interests and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of all present and future Holders of the Class R-IV
      Interest and REMIC IV (as holder of the REMIC III Regular Interests). The rights
      of the Holder of the Class R-IV Interest and REMIC IV (as holder of the REMIC
      III Regular Interests) to receive distributions from the proceeds of REMIC
      IV in
      respect of the Class R-IV Interest, the Class IO Interest and the Regular
      Certificates, respectively, and all ownership interests evidenced or constituted
      by the Class R-IV Interest, the Class IO Interest and the Regular Certificates,
      shall be as set forth in this Agreement. The Class R-IV Interest, the Class
      IO
      Interest and the Regular Certificates shall constitute the entire beneficial
      ownership interest in REMIC IV.

     

     


    
      
        
        

      

      
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    SECTION
      2.08. Issuance
      of the Residual Certificates.

     

    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, the Class R-III Interest and the Class R-IV
      Interest.

     

    SECTION
      2.09. Conveyance
      of Subsequent Mortgage Loans.

     

    (a) Subject
      to the conditions set forth in paragraph (b) below in consideration of the
      Securities Administrator’s delivery, on behalf of the Trustee, on the Subsequent
      Transfer Dates to or upon the order of the Depositor of all or a portion of
      the
      balance of funds in the Pre-Funding Account, the Depositor shall on any
      Subsequent Transfer Date sell, transfer, assign, set over and convey without
      recourse to the Trust Fund but subject to the other terms and provisions of
      this
      Agreement all of the right, title and interest of the Depositor in and to (i)
      the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached
      to the related Subsequent Transfer Instrument delivered by the Depositor on
      such
      Subsequent Transfer Date, (ii) all interest accruing thereon on and after the
      related Cut-off Date and all collections in respect of interest and principal
      due after the related Cut-off Date and (iii) all items with respect to such
      Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the
      other
      items in the related Mortgage Files; provided, however, that the Depositor
      reserves and retains all right, title and interest in and to principal received
      and interest accruing on the Subsequent Mortgage Loans prior to the related
      Cut-off Date. The transfer to the Trustee for deposit in the mortgage pool
      by
      the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan
      Schedule shall be absolute and is intended by the Depositor, the Servicer,
      the
      Trustee and the Certificateholders to constitute and to be treated as a sale
      of
      the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related
      Mortgage File for each Subsequent Mortgage Loan shall be delivered to the
      Trustee (or the Custodian on its behalf) at least three (3) Business Days prior
      to the related Subsequent Transfer Date.

     


    
      
        
        

      

      
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    The
      purchase price paid on behalf of the Trustee from amounts released from the
      Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as
      applicable, shall be one-hundred percent (100%) of the aggregate Stated
      Principal Balance of the related Subsequent Mortgage Loans so transferred (as
      identified on the Mortgage Loan Schedule provided by the Depositor). This
      Agreement shall constitute a fixed-price purchase contract in accordance with
      Section 860G(a)(3)(A)(ii) of the Code.

     

    (b) The
      Depositor shall transfer to the Trustee for deposit in the mortgage pool the
      Subsequent Mortgage Loans and the other property and rights related thereto
      as
      described in paragraph (a) above, and the Securities Administrator shall release
      funds from the Group I Pre-Funding Sub-Account or the Group II Pre-Funding
      Sub-Account, as applicable, only upon the satisfaction of each of the following
      conditions on or prior to the related Subsequent Transfer Date:

     

    (i) the
      Depositor shall have provided the Trustee, the Securities Administrator, the
      Servicer and the Rating Agencies with a timely Addition Notice and shall have
      provided any information reasonably requested by the Trustee with respect to
      the
      Subsequent Mortgage Loans;

     

    (ii) the
      Depositor shall have delivered to the Trustee and the Securities Administrator
      a
      duly executed Subsequent Transfer Instrument, which shall include a Mortgage
      Loan Schedule listing the Subsequent Mortgage Loans, and the Sponsor shall
      have
      delivered a computer file acceptable to the Trustee and the Securities
      Administrator containing such Mortgage Loan Schedule to the Trustee and the
      Securities Administrator at least three (3) Business Days prior to the related
      Subsequent Transfer Date;

     

    (iii) as
      of
      each Subsequent Transfer Date, as evidenced by delivery of the Subsequent
      Transfer Instrument, substantially in the form of Exhibit K, the Depositor
      shall
      not be insolvent nor shall it have been rendered insolvent by such transfer
      nor
      shall it be aware of any pending insolvency;

     

    (iv) such
      sale
      and transfer shall not result in a material adverse tax consequence to the
      Trust
      Fund or the Certificateholders;

     

    (v) the
      Pre-Funding Period shall not have terminated;

     

    (vi) the
      Depositor shall not have selected the Subsequent Mortgage Loans in a manner
      that
      it believed to be adverse to the interests of the
      Certificateholders;

     

    (vii) the
      Depositor shall have delivered to the Trustee (with a copy to the Securities
      Administrator) a Subsequent Transfer Instrument confirming the satisfaction
      of
      the conditions precedent specified in this Section 2.09 and, pursuant to the
      Subsequent Transfer Instrument, assigned to the Trustee without recourse for
      the
      benefit of the Certificateholders all the right, title and interest of the
      Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement,
      to
      the extent of the Subsequent Mortgage Loans; and

     


    
      
        
        

      

      
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    (viii) the
      Depositor shall have delivered to the Trustee an Opinion of Counsel (with a
      copy
      to the Securities Administrator) addressed to the Trustee and the Rating
      Agencies with respect to the transfer of the Subsequent Mortgage Loans
      substantially in the form of the Opinion of Counsel delivered to the Trustee
      on
      the Closing Date regarding the true sale of the Subsequent Mortgage
      Loans.

     

    (c) The
      obligation of the Trust Fund to purchase any Subsequent Mortgage Loan during
      the
      Pre-Funding Period is subject to the satisfaction of the conditions set forth
      in
      the immediately preceding paragraph and the accuracy of the following
      representations and warranties with respect to each such Subsequent Mortgage
      Loan determined as of the applicable Subsequent Transfer Date: (i) such
      Subsequent Mortgage Loan may not be thirty (30) or more days delinquent as
      of
      the last day of the month preceding the related Cut-off Date; (ii) the servicer
      of each Subsequent Mortgage Loan will be Wells Fargo; (iii) such Subsequent
      Mortgage Loan will be secured by a first lien; (iv) the original term to stated
      maturity of such Subsequent Mortgage Loan will not be less than 180 months;
      (v)
      the latest maturity date of any Subsequent Mortgage Loan will be no later than
      June 2047; (vi) no Subsequent Mortgage Loan will have a first payment date
      occurring after July 1, 2007; (vii) such Subsequent Mortgage Loan will have
      a
      credit score of not less than approximately 700; and (viii) such Subsequent
      Mortgage Loan will not have a loan-to-value ratio greater than
      100%.

     

    (d) As
      of
      each related Cut-off Date, the Initial Mortgage Loans together with the
      Subsequent Mortgage Loans sold to the Trust during the Pre-Funding Period,
      in
      the aggregate will satisfy the following criteria: (i) have a weighted average
      credit score greater than or equal to 705; (ii) have no less than approximately
      78.00% of the Mortgaged Properties be owner occupied; (iii) have no less than
      approximately 78.00% of the Mortgaged Properties be single family detached
      or
      planned unit developments; (iv) have no more than approximately 28.00% of the
      Subsequent Mortgage Loans be cash out refinance; (v) have a weighted average
      remaining term to stated maturity of not less than approximately 365 months;
      (vi) have a weighted average loan-to-value ratio of not more than approximately
      76.00%; (vii) no more than approximately 49.00% of the Subsequent Mortgage
      Loans
      by aggregate principal balance will be concentrated in one state; and (ix)
      be
      acceptable to the Rating Agencies.

     

    Notwithstanding
      the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency
      if the inclusion of any such Subsequent Mortgage Loan would adversely affect
      the
      ratings of any Class of Certificates. At least one (1) Business Day prior to
      the
      Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to
      which Subsequent Mortgage Loans, if any, shall not be included in the transfer
      on the Subsequent Transfer Date; provided, however, that the Sponsor shall
      have
      delivered to each Rating Agency at least three (3) Business Days prior to such
      Subsequent Transfer Date a computer file acceptable to each Rating Agency
      describing the characteristics specified in paragraphs (c) and (d)
      above.

     

     


    
      
        
        

      

      
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    SECTION
      2.10. 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
      2007-1” and does hereby appoint HSBC Bank USA, National Association as Trustee
      in accordance with the provisions of this Agreement.

     

    SECTION
      2.11. 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.

     

    SECTION
      2.12. 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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    SECTION
      2.13. Grantor
      Trust Designations.

     

    The
      Class
      2-A-1-2 Certificates are hereby designated as undivided beneficial interests
      in
      the Class 2-A-1-2 Supplemental Interest Trust which consists of the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-2 Certificate Swap Agreement,
      which shall be treated as a grantor trust within the meaning of subpart E,
      Part
      I of subchapter J of the Code. The Class 2-A-1-6 Certificates are hereby
      designated as undivided beneficial interests in the Class 2-A-1-6 Supplemental
      Interest Trust which consists of the Class 2-A-1-6 Underlying Interest and
      the
      Class 2-A-1-6 Certificate Swap Agreement, which shall be treated as a grantor
      trust within the meaning of subpart E, Part I of subchapter J of the Code.
      

     

    



    
      
        
        

      

      
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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 Servicing Transfer Date, the Mortgage Loans
      will be serviced and administered by GMAC pursuant to the terms and provisions
      of the Servicing Agreement, and Wells Fargo will not have any responsibility
      to
      service or administer the Mortgage Loans or have any other obligation or
      liability with respect to the Mortgage Loans during that period. From and after
      the Servicing Transfer Date, the Mortgage Loans will be serviced and
      administered by Wells Fargo pursuant to this Agreement. 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 Mortgage Loans after the 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.

     

    To
      the
      extent consistent with the foregoing, the Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage
      Notes
      with respect to the Mortgage Loans and may waive (or permit a Sub-Servicer
      to
      waive) a Prepayment Charge only under the following circumstances: (i) such
      waiver is standard and customary in servicing similar Mortgage Loans and such
      waiver is related to a default or reasonably foreseeable default and would,
      in
      the reasonable judgment of the Servicer, maximize recovery of total proceeds
      taking into account the value of such Prepayment Charge and the related Mortgage
      Loan and, if such waiver is made in connection with a refinancing of the related
      Mortgage Loan, such refinancing is related to a default or a reasonably
      foreseeable default, (ii) such Prepayment Charge is unenforceable in accordance
      with applicable law or the collection of such related Prepayment Charge would
      otherwise violate applicable law or (iii) the collection of such Prepayment
      Charge would be considered “predatory” pursuant to written guidance published or
      issued by any applicable federal, state or local regulatory authority acting
      in
      its official capacity and having jurisdiction over such matters. In addition,
      the Servicer may not impose a Prepayment Charge in any instance when the
      Mortgage Loan is accelerated or where the Mortgagor has made a Principal
      Prepayment in full in connection with the workout of a delinquent Mortgage
      Loan
      or due to a default by the Mortgagor. Notwithstanding any provision in this
      Agreement to the contrary, in the event the Prepayment Charge payable under
      the
      terms of the Mortgage Note is less than the amount of the Prepayment Charge
      set
      forth in the Prepayment Charge Schedule or other information provided to the
      Servicer, the Servicer and the Master Servicer shall not have any liability
      or
      obligation with respect to such difference (including any obligation to
      recalculate any Prepayment Charges), and in addition shall not have any
      liability or obligation to pay the amount of any uncollected Prepayment Charge
      if the failure to collect such amount is the direct result of inaccurate or
      incomplete information on the Prepayment Charge Schedule.

     


    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained in this Agreement, if the Servicer waives
      a
      Prepayment Charge in breach of the foregoing paragraph, the Servicer will pay
      the amount of such waived Prepayment Charge, from its own funds without any
      right of reimbursement, for the benefit of the Holders of the Class P
      Certificates, by depositing such amount into the Collection Account within
      90
      days of the earlier of discovery by the Servicer or receipt of notice by the
      Servicer of such breach; provided, however, the Servicer shall not have any
      obligation to pay the amount of any uncollected Prepayment Charge if the
      Servicer did not have a copy of the related Mortgage Note, the Servicer
      requested a copy of the same from the Custodian in accordance with the terms
      of
      the Custodial Agreement and the Custodian failed to provide such a copy within
      the time frame set forth in the Custodial Agreement. Furthermore,
      notwithstanding any other provisions of this Agreement, any payments made by
      the
      Servicer in respect of any waived Prepayment Charges pursuant to this paragraph
      shall be deemed to be paid outside of the Trust Fund.

     

    In
      the
      event the Servicer waives a Prepayment Charge in connection with clauses (ii)
      or
      (iii) of the second paragraph of this section, the Servicer shall provide a
      written explanation of the Servicer’s determination to the Master Servicer, and
      the Master Servicer shall provide a copy of such writing to the Sponsor and
      the
      Depositor. 

     

    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 Stated 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 or Subsequent Mortgage Loan
      (1) the Master Servicer shall not approve the reimbursement of any Servicing
      Advance made with respect to such Mortgage Loan or Subsequent 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 or Subsequent Mortgage
      Loan (a) the Servicer with respect to any Mortgage Loans or Subsequent Mortgage
      Loan 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.

     

    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.

     

     


    
      
        
        

      

      
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    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, the
      NIMS
      Insurer 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 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 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;

     

    (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; and

     

    (vii) any
      Prepayment Charges collected by the Servicer in connection with the Principal
      Prepayment of any of the Mortgage Loans or amounts required to be deposited
      by
      the Servicer in connection with a breach of its obligations under
      Section 2.05.

     


    
      
        
        

      

      
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    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.

     

    (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 all Prepayment Charges
      collected by the Servicer in connection with the Principal Prepayment of any
      of
      the Mortgage Loans 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. If the balance on deposit in a Collection
      Account exceeds $100,000 as of the commencement of business on any Business
      Day
      and the Collection Account constitutes an Eligible Account solely pursuant
      to
      clause (ii) of the definition of “Eligible Account,” the Servicer shall, on or
      before 5:00 p.m. New York time on such Business Day, withdraw from the
      Collection Account any and all amounts payable or reimbursable to the Depositor,
      the Servicer, the Trustee, the Master Servicer, the Securities Administrator
      or
      the Sponsor pursuant to Section 3.09 of this Agreement and shall pay such
      amounts to the Persons entitled thereto or shall establish a separate Collection
      Account (which shall also be an Eligible Account) and withdraw from the existing
      Collection Account the amount on deposit therein in excess of $100,000 and
      deposit such excess in the newly created Collection Account.

     

    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, GMAC shall remit all amount required to be remitted
      to
      the Securities Administrator for deposit in the Distribution Account as provided
      in the Servicing Agreement.

     


    
      
        
        

      

      
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    (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;

     

    (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;

     


    
      
        
        

      

      
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    (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;

     

    (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, the NIMS Insurer 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;

     


    
      
        
        

      

      
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    (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.

     

    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 Holders of the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3,
      Class
      2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2
      Underlying Interest, the Class 2-A-1-6 Underlying Interest, the Mezzanine
      Certificates, the Class CE Certificates, the Class P Certificates and the Class
      R Certificates 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 Net Swap Payment or Swap Termination Payment payable to the Supplemental
      Interest Trust (unless the Swap Provider is the sole Defaulting Party or the
      sole Affected Party (as defined in the related Certificate Swap Agreement))
      owed
      to the Swap Provider;

     

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

     

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

     

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

     

     


    
      
        
        

      

      
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    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

     

    (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.

     


    
      
        
        

      

      
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    (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 or the NIMS Insurer, 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.

     

    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 and the NIMS
      Insurer.

     

     


    
      
        
        

      

      
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    (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.

     

    (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. 

     

     


    
      
        
        

      

      
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    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.

     

    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.

     

     


    
      
        
        

      

      
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    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

     

    (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.

     


    
      
        
        

      

      
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    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.

     

    (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.

     

     


    
      
        
        

      

      
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    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.

     

    (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 (other than Prepayment
      Charges) 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,
      the NIMS Insurer and (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.

     

     


    
      
        
        

      

      
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    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.

     

    (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.

     


    
      
        
        

      

      
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    (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.

     

    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.

     


    
      
        
        

      

      
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    (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, the originator and the Cap
      Counterparty.

     

    (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 and
      the NIMS Insurer an Opinion of Counsel, addressed to the Trustee and the
      Depositor and the NIMS Insurer, 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:

     


    
      
        
        

      

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

     

    (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, the NIMS Insurer 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.

     


    
      
        
        

      

      
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    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;

     

    (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.

     


    
      
        
        

      

      
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    (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).

     

    (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 Stated 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.

     

     


    
      
        
        

      

      
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    SECTION
      3.24. Reserve
      Fund.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a separate, segregated trust account entitled, “Reserve Fund, Wells Fargo Bank,
National
      Association,
      in
      trust for the registered holders of MortgageIT Securities Corp. Mortgage Loan
      Trust, Series 2007-1, Mortgage Pass-Through Certificates.” On the Closing Date,
      the Depositor will deposit, or cause to be deposited, into the Reserve Fund
      $1,000. 

     

    (b) On
      each
      Distribution Date, the Securities Administrator shall deposit into the Reserve
      Fund the amounts described in Section 5.01(c)(7)(iv), rather than
      distributing such amounts to the Class CE Certificateholders pursuant to
      Section 5.01(c)(7)(vi). On each such Distribution Date, the Securities
      Administrator shall hold all such amounts for the benefit of the Holders of
      the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying Interest, the Class
      2-A-1-6 Underlying Interest and the Mezzanine Certificates and will distribute
      such amounts to the Holders of the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3,
      Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2
      Underlying Interest, the Class 2-A-1-6 Underlying Interest and the Mezzanine
      Certificates, in the amounts and priorities set forth in Section 5.01(c).
      If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the
      Securities Administrator shall deposit, into the Reserve Fund on behalf of
      the
      Class CE Certificateholders, from amounts otherwise distributable to the Class
      CE Certificateholders, an amount such that when added to other amounts already
      on deposit in the Reserve Fund, the aggregate amount on deposit therein is
      equal
      to $1,000.

     

    (c) It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Reserve Fund be disregarded as an entity
      separate from the Holder of the Class CE Certificates unless and until the
      date
      when either (a) there is more than one Class CE Certificateholder or (b) any
      Class of Certificates in addition to the Class CE Certificates is
      recharacterized as an equity interest in the Reserve Fund 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 Reserve
      Fund be treated as a partnership. The Master Servicer 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. All amounts deposited into the Reserve Fund (other than the initial
      deposit therein of $1,000) shall be treated as amounts distributed by REMIC
      IV
      to the Holders of the Class CE Certificates. Upon the termination of the Trust
      Fund, or the payment in full of the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3,
      Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2
      Underlying Interest, the Class 2-A-1-6 Underlying Interest and the Mezzanine
      Certificates, all amounts remaining on deposit in the Reserve Fund will be
      released by the Trust Fund and distributed to the Class CE Certificateholders
      or
      their designees. The Reserve Fund constitutes an “outside reserve fund” within
      the meaning of Treasury Regulation § 1.860G-2(h). The Reserve Fund will be part
      of the Trust Fund but not part of any REMIC and any payments to the Holders
      of
      the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5
      and
      Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying Interest, the Class
      2-A-1-6 Underlying Interest and the Mezzanine Certificates of Net WAC Rate
      Carryover Amounts will not be payments with respect to a “regular interest” in a
      REMIC within the meaning of Code Section 860(G)(a)(1).

     


    
      
        
        

      

      
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    (d) By
      accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
      that the Securities Administrator will deposit into the Reserve Fund the amounts
      described above on each Distribution Date rather than distributing such amounts
      to the Class CE Certificateholders. By accepting a Class CE Certificate, each
      Class CE Certificateholder further agrees that its agreement to such action
      by
      the Securities Administrator is given for good and valuable consideration,
      the
      receipt and sufficiency of which is acknowledged by such
      acceptance.

     

    (e) At
      the
      direction of the Holders of a majority in Percentage Interest in the Class
      CE
      Certificates, the Securities Administrator shall direct any Depository
      Institution maintaining the Reserve Fund to invest the funds in such 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 or an Affiliate manages or advises such investment,
      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
      or
      an Affiliate manages or advises such investment. All income and gain earned
      upon
      such investment shall be deposited into the Reserve Fund. In no event shall
      the
      Securities Administrator be liable for any investments made pursuant to this
      clause (e). If the Holders of a majority in Percentage Interest in the Class
      CE
      Certificates fail to provide investment instructions, funds on deposit in the
      Reserve Fund shall be held uninvested by the Securities Administrator without
      liability for interest or compensation.

     

    (f) For
      federal tax return and information reporting, the right of the Holders of the
      Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5 and
      Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying Interest, the Class
      2-A-1-6 Underlying Interest and the Mezzanine Certificates to receive payments
      from the Reserve Fund and the Supplemental Interest Trust in respect of any
      Net
      WAC Rate Carryover Amount shall be assigned a value of
      $8,400,228.07.

     

    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.

     

    (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.

     


    
      
        
        

      

      
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    (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. Pre-Funding
      Account.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a trust account which shall at all times be an Eligible Account and shall be
      titled “Pre-Funding Account, Wells Fargo Bank, N.A., in trust for the registered
      holders of MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1,
      Mortgage Pass-Through Certificates” (the “Pre-Funding Account”). The Pre-Funding
      Account shall consist of two sub-accounts, the “Group I Pre-Funding Sub-Account”
and the “Group II Pre-Funding Sub-Account”. The Securities Administrator shall,
      promptly upon receipt, deposit in the Group I Pre-Funding Sub-Account and the
      Group II Pre-Funding Sub-Account and retain therein the Original Group I
      Pre-Funded Amount and the Original Group II Pre-Funded Amount remitted on the
      Closing Date by the Depositor. Funds deposited in the Pre-Funding Account shall
      be held in trust for the Certificateholders for the uses and purposes set forth
      herein.

     

    (b) The
      Securities Administrator will invest funds deposited in the Pre-Funding Account
      as directed by the Depositor in Permitted Investments with a maturity date
      (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 or an Affiliate manages
      or
      advises such investment, (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 or an Affiliate manages or advises such investment
      or
      (iii) within one (1) Business Day of the Securities Administrator’s receipt
      thereof. For federal income tax purposes, the Depositor shall be the owner
      of
      the Pre-Funding Account and shall report all items of income, deduction, gain
      or
      loss arising therefrom. All income and gain realized from investment of funds
      deposited in the Pre-Funding Account shall be transferred to the Depositor.
      The
      Depositor shall deposit in the Pre-Funding Account the amount of any net loss
      incurred in respect of any such Permitted Investment immediately upon
      realization of such loss without any right of reimbursement therefor. At no
      time
      will the Pre-Funding Account be an asset of any REMIC created
      hereunder.

     

    (c) Amounts
      on deposit in the Pre-Funding Account shall be withdrawn by the Securities
      Administrator as follows:

     

    (i) On
      any
      Subsequent Transfer Date, the Securities Administrator shall withdraw from
      the
      Group I Pre-Funding Sub-Account or the Group II Pre-Funding Sub-Account, as
      applicable, an amount equal to 100% of the Stated Principal Balances of the
      Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans,
      as
      applicable, transferred and assigned to the Trustee for deposit in the Trust
      on
      such Subsequent Transfer Date and pay such amount to or upon the order of the
      Depositor upon satisfaction of the conditions set forth in Section 2.09 with
      respect to such transfer and assignment;

     

    (ii) If
      the
      amount on deposit in the Pre-Funding Account (exclusive of any investment income
      therein) has not been reduced to zero during the Pre-Funding Period, on the
      day
      immediately following the termination of the Pre-Funding Period, the Securities
      Administrator shall deposit into the Distribution Account any amounts remaining
      in the Pre-Funding Account (exclusive of any investment income therein) for
      distribution in accordance with the terms hereof;

     


    
      
        
        

      

      
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    (iii) To
      withdraw any amount not required to be deposited in the Pre-Funding Account
      or
      deposited therein in error; and

     

    (iv) To
      clear
      and terminate the Pre-Funding Account upon the earlier to occur of (A) the
      Distribution Date immediately following the end of the Pre-Funding Period and
      (B) the termination of this Agreement, with any amounts remaining on deposit
      therein being paid to the Holders of the Certificates then entitled to
      distributions in respect of principal. 

     

    Withdrawals
      pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of
      cash to REMIC I on the date of withdrawal.

     


    
      
        
        

      

      
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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 GMAC 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 Custodians
      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 Custodians or the Securities Administrator; provided,
      however, that, unless otherwise required by law, none of the Trustee, the
      Custodians 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 Custodians 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 Custodians’ 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, Subsequent
      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 GMAC 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 GMAC
      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 GMAC fails to perform its obligations in accordance
      with the Servicing Agreement, the Master Servicer shall terminate the rights
      and
      obligations of GMAC 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 GMAC 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, REMIC III or REMIC IV 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, REMIC III or REMIC IV to fail to qualify
      as a
      REMIC or result in the imposition of a tax upon REMIC I, REMIC II, REMIC III
      or
      REMIC IV, 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 applicable 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 applicable 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 GMAC 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 applicable 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
      applicable 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 related Custodial Agreement. The Master Servicer shall
      promptly deliver or cause to be delivered to the Trustee or the applicable
      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.

     

    SECTION
      4.20. Prepayment
      Penalty Verification.

     

    On
      or
      prior to each Servicer Remittance Date, Wells Fargo shall provide in an
      electronic format acceptable to the Master Servicer the data necessary for
      the
      Master Servicer to perform its verification duties set forth in this
      Section 4.20. The Master Servicer or a third party reasonably acceptable to
      the Master Servicer and the Depositor (the “Verification Agent”) will perform
      such verification duties and will use its best efforts to issue its findings
      in
      a report (the “Verification Report”) delivered to the Master Servicer and the
      Depositor within ten (10) Business Days following the related Distribution
      Date;
      provided, however, that if the Verification Agent is unable to issue the
      Verification Report within ten (10) Business Days following the Distribution
      Date, the Verification Agent may issue and deliver to the Master Servicer and
      the Depositor the Verification Report upon the completion of its verification
      duties. The Master Servicer shall forward the Verification Report to Wells
      Fargo
      and shall notify Wells Fargo if the Master Servicer has determined that Wells
      Fargo did not deliver the appropriate Prepayment Charge to the Securities
      Administrator in accordance with this Agreement. Such written notification
      from
      the Master Servicer shall include the loan number, prepayment penalty code
      and
      prepayment penalty amount as calculated by the Master Servicer or the
      Verification Agent, as applicable, of each Mortgage Loan for which there is
      a
      discrepancy. If Wells Fargo agrees with the verified amounts, Wells Fargo shall
      adjust the immediately succeeding Servicer Report and the amount remitted to
      the
      Securities Administrator with respect to prepayments accordingly. If Wells
      Fargo
      disagrees with the determination of the Master Servicer, Wells Fargo shall,
      within five (5) Business Days of its receipt of the Verification Report, notify
      the Master Servicer of such disagreement and provide the Master Servicer with
      detailed information to support its position. Wells Fargo and the Master
      Servicer shall cooperate to resolve any discrepancy on or prior to the
      immediately succeeding Servicer Remittance Date, and Wells Fargo will indicate
      the effect of such resolution on Wells Fargo Report and shall adjust the amount
      remitted with respect to prepayments on such Servicer Remittance Date
      accordingly.

     

    During
      such time as Wells Fargo and the Master Servicer are resolving discrepancies
      with respect to the Prepayment Charges, no payments in respect of any disputed
      Prepayment Charges will be remitted to the Securities Administrator for deposit
      in the Distribution Account and the Master Servicer shall not be obligated
      to
      deposit such payments, unless otherwise required pursuant to Section 8.01
      hereof. In connection with such duties, the Master Servicer shall be able to
      rely solely on the information provided to it by Wells Fargo in accordance
      with
      this Section. The Master Servicer shall not be responsible for verifying the
      accuracy of any of the information provided to it by Wells Fargo.

     


    
      
        
        

      

      
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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:

     

    With
      respect to the Group I Mortgage Loans:

     

    (i) to
      the
      Holders of REMIC I Regular Interest LT-1, REMIC I Regular Interest LT-1PF and
      REMIC I Regular Interest LT-P in an amount equal to (A) the Uncertificated
      Interest for each REMIC I Regular Interest for such Distribution Date, plus
      (B)
      any amounts in respect thereof remaining unpaid from previous Distribution
      Dates; and

     

    (ii) to
      the
      Holders of REMIC I Regular Interest LT-P, on the Distribution Date immediately
      following the expiration of the latest Prepayment Charge as identified on the
      Prepayment Charge Schedule or any Distribution Date thereafter until $100 has
      been distributed pursuant to this clause;

     

    (iii) to
      the
      Holders of REMIC I Regular Interest LT-1 and REMIC I Regular Interest LT-1PF,
      in
      an amount equal to the remainder of the Available Distribution Amount for such
      Distribution Date after the distributions made pursuant to clauses (i) and
      (ii)
      above, allocated as follows:

     

    (a) to
      the
      Holders of REMIC I Regular Interest LT-1, until the Uncertificated Balance
      of
      REMIC I Regular Interest LT-1 is reduced to zero;

     

    (b) to
      the
      Holders of REMIC I Regular Interest LT-1PF, until the Uncertificated Balance
      of
      REMIC I Regular Interest LT-1PF is reduced to zero; and

     

    (c) any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-1 Interest);

     

    provided,
      however, that for the first two Distribution Dates, such amounts relating to
      the
      Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest
      LT-1 and such amounts relating to the Subsequent Group I Mortgage Loans shall
      be
      allocated to REMIC I Regular Interest LT-1PF.

     

    With
      respect to the Group II Mortgage Loans:

     

    (i) to
      the
      Holders of REMIC I Regular Interest LT-2 and REMIC I Regular Interest LT-2PF
      in
      an amount equal to (A) the Uncertificated Interest for each REMIC I Regular
      Interest for such Distribution Date, plus (B) any amounts in respect thereof
      remaining unpaid from previous Distribution Dates;

     


    
      
        
        

      

      
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    (ii) to
      the
      Holders of REMIC I Regular Interest LT-2 and REMIC I Regular Interest LT-2PF,
      in
      an amount equal to the remainder of the Available Distribution Amount for such
      Distribution Date after the distributions made pursuant to clause (i)
      immediately above, allocated as follows:

     

    (a) to
      the
      Holders of REMIC I Regular Interest LT-2, until the Uncertificated Balance
      of
      REMIC I Regular Interest LT-2 is reduced to zero;

     

    (b) to
      the
      Holders of REMIC I Regular Interest LT-2PF, until the Uncertificated Balance
      of
      REMIC I Regular Interest LT-2PF is reduced to zero; and

     

    (c) any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-1 Interest);

     

    provided,
      however, that for the first two Distribution Dates, such amounts relating to
      the
      Initial Group II Mortgage Loans shall be allocated to REMIC I Regular Interest
      LT-2 and such amounts relating to the Subsequent Group II Mortgage Loans shall
      be allocated to REMIC I Regular Interest LT-2PF.

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period will be distributed
      by REMIC I to the Holders of REMIC I Regular Interest LT-P. The payment of
      the
      foregoing amounts to the Holders of REMIC I Regular Interest LT-P shall not
      reduce the Uncertificated Balance thereof.

     

    (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:

     

    With
      respect to the Group I Mortgage Loans:

     

    (i) to
      Holders of each of REMIC II Regular Interest I-1-A through I-120-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC II 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 to REMIC II Regular
      Interests I-1-A through I-120-B starting with the lowest numerical denomination
      until the Uncertificated Balance of each such REMIC II Regular Interest is
      reduced to zero, provided that, for REMIC II Regular Interests with the same
      numerical denomination, such payments of principal shall be allocated
pro
      rata
      between
      such REMIC II Regular Interests.

     


    
      
        
        

      

      
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    With
      respect to the Group II Mortgage Loans:

     

    (i) to
      Holders of each of REMIC II Regular Interest II-1-A through II-120-B,
pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC II 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 to REMIC II Regular
      Interests II-1-A through II-120-B starting with the lowest numerical
      denomination until the Uncertificated Balance of each such REMIC II Regular
      Interest is reduced to zero, provided that, for REMIC II Regular Interests
      with
      the same numerical denomination, such payments of principal shall be allocated
      pro
      rata
      between
      such REMIC II Regular Interests.

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      related Prepayment Period will be distributed to the Holder of REMIC II
      Regular Interests I-120-B and the Holders of REMIC II Regular Interests
      II-120-B as follows: to the Holders of REMIC II Regular Interest I-120-B, all
      amounts representing Prepayment Charges in respect of the Group I Mortgage
      Loans
      received during the related Prepayment Period and to the Holders of REMIC II
      Regular Interest II-120-B, all amounts representing Prepayment Charges in
      respect of the Group II Mortgage Loans received during the related Prepayment
      Period. 

     

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

     

    (i) first
      to
      the Holders of REMIC III Regular Interest IO, in an amount equal to (A)
      Uncertificated Interest for such REMIC III 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 III Regular
      Interest AA, REMIC III Regular Interest 1-A-1, REMIC III Regular Interest
      2-A-1-1, REMIC III Regular Interest 2-A-1-2, REMIC III Regular Interest 2-A-1-3,
      REMIC III Regular Interest 2-A-1-4, REMIC III Regular Interest 2-A-1-5, REMIC
      III Regular Interest 2-A-1-6, REMIC III Regular Interest 2-A-1-7, REMIC III
      Regular Interest M-1, REMIC III Regular Interest M-2, REMIC III Regular Interest
      M-3, REMIC III Regular Interest M-4, REMIC III Regular Interest M-5, REMIC
      III
      Regular Interest M-6, REMIC III Regular Interest M-7, REMIC III Regular Interest
      M-8, REMIC III Regular Interest M-9 and REMIC III Regular Interest ZZ,
pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Interest in respect of REMIC III
      Regular Interest ZZ shall be reduced when the REMIC III Overcollateralization
      Amount is less than the REMIC III Required Overcollateralization Amount, by
      the
      lesser of (x) the amount of such difference and (y) the Maximum ZZ
      Uncertificated Interest Deferral Amount and such amount will be payable to
      the
      Holders of REMIC III Regular Interest 1-A-1, REMIC III Regular Interest 2-A-1-1,
      REMIC III Regular Interest 2-A-1-2, REMIC III Regular Interest 2-A-1-3, REMIC
      III Regular Interest 2-A-1-4, REMIC III Regular Interest 2-A-1-5, REMIC III
      Regular Interest 2-A-1-6, REMIC III Regular Interest 2-A-1-7, REMIC III Regular
      Interest M-1, REMIC III Regular Interest M-2, REMIC III Regular Interest M-3,
      REMIC III Regular Interest M-4, REMIC III Regular Interest M-5, REMIC III
      Regular Interest M-6, REMIC III Regular Interest M-7, REMIC III Regular Interest
      M-8 and REMIC III Regular Interest M-9 in the same proportion as the
      Overcollateralization Increase Amount is allocated to the Corresponding
      Certificates and the Uncertificated Balance of REMIC III Regular Interest ZZ
      shall be increased by such amount;

     


    
      
        
        

      

      
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    (ii) to
      Holders of REMIC III Regular Interest I-SUB, REMIC III Regular Interest I-GRP,
      REMIC III Regular Interest II-SUB, REMIC III Regular Interest II-GRP, and REMIC
      III Regular Interest XX, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates;

     

    (iii) to
      the
      Holders of REMIC III Regular Interests, in an amount equal to the remainder
      of
      the REMIC III Marker Allocation Percentage of the available funds for such
      Distribution Date after the distributions made pursuant to clauses (i) and
      (ii)
      immediately above, allocated as follows:

     

    (a) 98.00%
      of
      such remainder to the Holders of REMIC III Regular Interest AA, until the
      Uncertificated Balance of such REMIC III Regular Interest is reduced to
      zero;

     

    (b) 2.00%
      of
      such remainder, first, to the Holders of REMIC III Regular Interest 1-A-1,
      REMIC
      III Regular Interest 2-A-1-1, REMIC III Regular Interest 2-A-1-2, REMIC III
      Regular Interest 2-A-1-3, REMIC III Regular Interest 2-A-1-4, REMIC III Regular
      Interest 2-A-1-5, REMIC III Regular Interest 2-A-1-6, REMIC III Regular Interest
      2-A-1-7, REMIC III Regular Interest M-1, REMIC III Regular Interest M-2, REMIC
      III Regular Interest M-3, REMIC III Regular Interest M-4, REMIC III Regular
      Interest M-5, REMIC III Regular Interest M-6, REMIC III Regular Interest M-7,
      REMIC III Regular Interest M-8 and REMIC III Regular Interest M-9, 1% of and
      in
      the same proportion as principal payments are allocated to the Corresponding
      Certificates, until the Uncertificated Balances of such REMIC III Regular
      Interests are reduced to zero and second to the Holders of REMIC III Regular
      Interest ZZ, until the Uncertificated Balance of such REMIC III Regular Interest
      is reduced to zero;

     

    (c) to
      the
      Holders of REMIC III Regular Interest P, (1) 100% of the Prepayment Charges
      deemed distributed on REMIC II Regular Interest I-120-B and REMIC II Regular
      Interest II-120-B and (2) on the Distribution Date immediately following the
      expiration of the latest Prepayment Charge as identified on the Prepayment
      Charge Schedule or any Distribution Date thereafter until $100 has been
      distributed pursuant to this clause; then

     


    
      
        
        

      

      
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    (d) any
      remaining amount to the Holders of the Class R Certificate, in respect of the
      Class R-III Interest;

     

    provided,
      however, that 98.00% and 2.00% of any principal payments that are attributable
      to an Overcollateralization Reduction Amount shall be allocated to Holders
      of
      REMIC III Regular Interest AA and REMIC III Regular Interest ZZ,
      respectively.

     

    (iv) to
      the
      Holders of REMIC III Regular Interests, in an amount equal to the remainder
      of
      the REMIC III Sub WAC Allocation Percentage of available funds for such
      Distribution Date after the distributions made pursuant to clause (iii)
      immediately above, such that distributions of principal shall be deemed to
      be
      made to the REMIC III Regular Interests first, so as to keep the Uncertificated
      Balance of each REMIC III Regular Interest ending with the designation “GRP”
equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans
      in the related loan group; second, to each REMIC III Regular Interest ending
      with the designation “SUB,” so that the Uncertificated Balance of each such
      REMIC III Regular Interest is equal to 0.01% of the excess of (x) the aggregate
      Stated Principal Balance of the Mortgage Loans in the related loan group over
      (y) the current Certificate Principal Balance of the Class A Certificate in
      the
      related loan group (except that if any such excess is a larger number than
      in
      the preceding distribution period, the least amount of principal shall be
      distributed to such REMIC III Regular Interests such that the REMIC III
      Subordinated Balance Ratio is maintained); and third, any remaining principal
      to
      REMIC III Regular Interest XX.

     

    (b) Notwithstanding
      the distributions described in Section 5.01(c)(1), distributions of funds
      shall be made to Certificateholders and in respect of the Underlying Interests
      only in accordance with Section 5.01(c)(2) through (7).

     

    (c) (1) [Reserved].

     

    (2) On
      each
      Distribution Date (and, with respect to any payments owed to the Swap Provider,
      one Business Day prior to the 25th
      day of
      each month), the Securities Administrator shall withdraw from the Distribution
      Account to the extent on deposit therein an amount equal to the Group I Interest
      Remittance Amount and make the following disbursements and transfers in the
      order of priority described below, in each case to the extent of the Group
      I
      Interest Remittance Amount remaining for such Distribution Date:

     

    first,
      to the
      Supplemental Interest Trust, an amount equal to (x) the Group I Allocation
      Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any
      Swap Termination Payment owed to the Swap Provider not due to a Swap Provider
      Trigger Event (to the extent such amount has not been 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 Trustee
      on behalf of the Supplemental Interest Trust) and (y) any Swap Payment and
      Swap
      Termination Payment not paid pursuant to clause (x) in first under Section
      5.01(c)(3) below;

     


    
      
        
        

      

      
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    second,
      to the
      Holders of the Class 1-A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class 1-A-1 Certificates; and

     

    third,
      concurrently, to the Holders of the Class 2-A-1-1 Certificates, Class 2-A-1-2
      Underlying Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4 Certificates,
      Class 2-A-1-5 Certificates, Class 2-A-1-6 Underlying Interest and Class 2-A-1-7
      Certificates, the Senior Interest Distribution Amount allocable to each such
      Class, to the extent remaining unpaid after the distribution of the Group II
      Interest Remittance Amount as set forth in Section 5.01(c)(3) below on a
      pro rata basis, based on the entitlement of each such Class and Underlying
      Interest.

     

    (3) On
      each
      Distribution Date (and, with respect to any payments owed to the Swap Provider,
      one Business Day prior to the 25th
      day of
      each month), the Securities Administrator shall withdraw from the Distribution
      Account to the extent on deposit therein an amount equal to the Group II
      Interest Remittance Amount and make the following disbursements and transfers
      in
      the order of priority described below, in each case to the extent of the Group
      II Interest Remittance Amount remaining for such Distribution Date:

     

    first,
      to the
      Supplemental Interest Trust, an amount equal to (x) the Group II Allocation
      Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any
      Swap Termination Payment owed to the Swap Provider not due to a Swap Provider
      Trigger Event; (to the extent such amount has not been 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 Trustee
      on behalf of the Supplemental Interest Trust)and (y) any Swap Payment and Swap
      Termination Payment not paid pursuant to clause (x) in first under Section
      5.01(c)(2) above;

     

    second, concurrently,
      to the Holders of the Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying
      Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4 Certificates, Class 2-A-1-5
      Certificates, Class 2-A-1-6 Underlying Interest and Class 2-A-1-7 Certificates,
      the Senior Interest Distribution Amount allocable to each such Class and
      Underlying Interest, on a pro rata basis, based on the entitlement of each
      such
      Class and Underlying Interest; and

     

    third,
      to the
      Holders of the Class 1-A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class 1-A-1 Certificates, to the extent remaining unpaid after
      the distribution of the Group I Interest Remittance Amount as set forth in
      Section 5.01(c)(2) above.

     

    (4) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Interest Remittance Amount and the Group II Interest Remittance Amount
      remaining after the distributions required by clauses (2) and (3) above and
      make
      the following disbursements and transfers in the order of priority described
      below, in each case to the extent of the Group I Interest Remittance Amount
      and
      Group II Interest Remittance Amount remaining for such Distribution
      Date:

     


    
      
        
        

      

      
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    sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      to
      the extent of the Interest Distribution Amount allocable to each such
      Class.

     

    (5) On
      each
      Distribution Date (and, with respect to any payments owed to the Swap Provider,
      one Business Day prior to the 25th
      day of
      each month) (a) which occurs prior to the Stepdown Date or (b) on which a
      Trigger Event is in effect, the Securities Administrator shall withdraw from
      the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Principal Distribution Amount and the Group II Principal Distribution
      Amount and distribute the following amounts, in the following order of
      priority:

     

    (i) The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      to the
      Supplemental Interest Trust, an amount equal to the Group I Allocation
      Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any
      Swap Termination Payment owed to the Swap Provider not due to a Swap Provider
      Trigger Event to the extent not paid from the Interest Remittance Amount on
      such
      Distribution Date;

     

    second,
      to the
      Holders of the Class 1-A-1 Certificates until the Certificate Principal Balance
      of the Class 1-A-1 Certificates has been reduced to zero; and

     

    third,
      to the
      Holders of the Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying Interest,
      Class 2-A-1-3 Certificates, Class 2-A-1-4 Certificates, Class 2-A-1-5
      Certificates, Class 2-A-1-6 Underlying Interest and Class 2-A-1-7 Certificates,
      after taking into account the distribution of the Group II Principal
      Distribution Amount as described in (B) below, and in the manner and order
      of
      priority described in Section 5.01(c)(5)(ii) below, until the Certificate
      Principal Balance of each such Class and Underlying Interest has been reduced
      to
      zero.

     

    (ii) The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      to the
      Supplemental Interest Trust, an amount equal to the Group II Allocation
      Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any
      Swap Termination Payment owed to the Swap Provider not due to a Swap Provider
      Trigger Event to the extent not paid from the Interest Remittance Amount on
      such
      Distribution Date;

     

    second,
      concurrently (i) to the Class 2-A-1-6 Underlying Interest and the Class 2-A-1-7
      Certificates, (ii) to the Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-5 Certificates and (iii) to the Class 2-A-1-3
      Certificates and Class 2-A-1-4 Certificates, on a pro rata basis; provided
      that:

     


    
      
        
        

      

      
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    (1) the
      pro
      rata allocation to the Class 2-A-1-6 Underlying Interest and Class 2-A-1-7
      Certificates shall be paid to the Class 2-A-1-6 Underlying Interest and Class
      2-A-1-7 Certificates, concurrently, on a pro rata basis, based on the
      Certificate Principal Balance of each such Class, until the Certificate
      Principal Balance of each such Class is reduced to zero;

     

    (2) the
      pro
      rata allocation to the Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-5 Certificates will be paid concurrently to such
      classes, on a pro rata basis, based on the Certificate Principal Balance of
      each
      such Class until the Certificate Principal Balance of each such Class is reduced
      to zero;

     

    (3) the
      pro
      rata allocation to the Class 2-A-1-3 Certificates and Class 2-A-1-4 Certificates
      will be paid first to the Class 2-A-1-3 Certificates until its Certificate
      Principal Balance is reduced to zero and then to the Class 2-A-1-4 Certificates
      until its Certificate Principal Balance is reduced to zero.

     

    third,
      to the
      Holders of the Class 1-A-1 Certificates after taking into account the
      distribution of the Group I Principal Distribution Amount as described in
      Section 5.01(c)(5)(i) above, until the Certificate Principal Balance of
      such Class has been reduced to zero.

     

    (iii) The
      Group
      I Principal Distribution Amount and Group II Principal Distribution Amount
      remaining after distributions pursuant to Sections 5.01(c)(5)(i) and (ii) above
      shall be distributed in the following order of priority:

     

    sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that order,
      until
      the Certificate Principal Balance of each such Class has been reduced to
      zero.

     

    (6) On
      each
      Distribution Date (and, with respect to any payments owed to the Swap Provider,
      one Business Day prior to the 25th
      day of
      each month) (a) which occurs on or after the Stepdown Date and (b) on which
      a
      Trigger Event is not in effect, the Securities Administrator shall withdraw
      from
      the Distribution Account to the extent on deposit therein an amount equal to
      the
      Group I Principal Distribution Amount and the Group II Principal Distribution
      Amount and distribute the following amounts, in the following order of
      priority:

     


    
      
        
        

      

      
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    (i) The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      to the
      Supplemental Interest Trust, an amount equal to the Group I Allocation
      Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any
      Swap Termination Payment owed to the Swap Provider not due to a Swap Provider
      Trigger Event to the extent not paid from the Interest Remittance Amount on
      such
      Distribution Date;

     

    second,
      to the
      Holders of the Class 1-A-1 Certificates, the Class 1A Principal Distribution
      Amount, until the Certificate Principal Balance of such Class has been reduced
      to zero; and 

     

    third,
      concurrently, to the Holders of the Class 2-A-1-1 Certificates, Class 2-A-1-2
      Underlying Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4 Certificates,
      Class 2-A-1-5 Certificates, Class 2-A-1-6 Underlying Interest and Class 2-A-1-7
      Certificates, after taking into account the distribution of the Group II
      Principal Distribution Amount as described in Section 5.01(c)(6)(ii) below,
      and
      in the manner and order of priority described in Section 5.01(c)(6)(ii) below,
      up to an amount equal to the Class 2A Principal Distribution Amount remaining
      unpaid on such Distribution Date, until the Certificate Principal Balance of
      each such Class and Underlying Interest has been reduced to zero.

     

    (ii) The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      to the
      Supplemental Interest Trust, an amount equal to the Group II Allocation
      Percentage of (i) any Net Swap Payment owed to the Swap Provider and (ii) any
      Swap Termination Payment owed to the Swap Provider not due to a Swap Provider
      Trigger Event to the extent not paid from the Interest Remittance Amount on
      such
      Distribution Date;

     

    second,
      concurrently (i) to the Class 2-A-1-6 Underlying Interest and the Class 2-A-1-7
      Certificates, (ii) to the Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-5 Certificates and (iii) to the Class 2-A-1-3
      Certificates and Class 2-A-1-4 Certificates, the Class 2A Principal Distribution
      Amount, on a pro rata basis provided that:

     

    
      	 	
              (1)

            	
              the
                pro rata allocation to the Class 2-A-1-6 Underlying Interest and
                Class
                2-A-1-7 Certificates shall be paid to the Class 2-A-1-6 Underlying
                Interest and Class 2-A-1-7 Certificates, concurrently, on a pro rata
                basis, based on the Certificate Principal Balance of each such Class,
                until the Certificate Principal Balance of each such Class is reduced
                to
                zero;

            


    

     

    
      	 	
              (2)

            	
              the
                pro rata allocation to the Class 2-A-1-1 Certificates, Class 2-A-1-2
                Underlying Interest and Class 2-A-1-5 Certificates will be paid
                concurrently to such Classes, on a pro rata basis, based on the
                Certificate Principal Balance of each such Class until the Certificate
                Principal Balance of each such Class is reduced to zero;
                

            


    

     


    
      
        
        

      

      
        196

        
          

        

      

      
        
        

      

    


    
      	 	
              (3)

            	
              the
                pro rata allocation to the Class 2-A-1-3 Certificates and Class 2-A-1-4
                Certificates will be paid first to the Class 2-A-1-3 Certificates
                until
                its Certificate Principal Balance is reduced to zero and then to
                the Class
                2-A-1-4 Certificates until its Certificate Principal Balance is reduced
                to
                zero; and

            


    

     

    third,
      to the
      Holders of the Class 1-A-1 Certificates, after taking into account the
      distribution of the Group I Principal Distribution Amount pursuant to
      Section 5.01(c)(6)(i) above, up to an amount equal to the amount, if any,
      of the Class 1A Principal Distribution Amount remaining unpaid on such
      Distribution Date, until the Certificate Principal Balance of the Class 1-A-1
      Certificates has been reduced to zero.

     

    (iii) The
      Principal Distribution Amount remaining after distributions pursuant to Sections
      5.01(c)(6)(i) and (ii) above shall be distributed in the following order of
      priority:

     

    first,
      sequentially, to the Holders of the Class M-1 Certificates, the lesser of (x)
      the remaining Principal Distribution Amount and (y) the Class M-1 Principal
      Distribution Amount, in each case, until the Certificate Principal Balance
      of
      the Class M-1 Certificates has been reduced to zero;

     

    second,
      to the
      Holders of the Class M-2 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, and (y) the
      Class M-2 Principal Distribution Amount, until the Certificate Principal Balance
      of the Class M-2 Certificates has been reduced to zero;

     

    third,
      to the
      Holders of the Class M-3 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above and to the
      Holders of the Class M-2 Certificates under clause second above, and (y) the
      Class M-3 Principal Distribution Amount, until the Certificate Principal Balance
      of the Class M-3 Certificates has been reduced to zero;

     

    fourth,
      to the
      Holders of the Class M-4 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above and to the Holders
      of
      the Class M-3 Certificates under clause third above, and (y) the Class M-4
      Principal Distribution Amount, until the Certificate Principal Balance of the
      Class M-4 Certificates has been reduced to zero; 

     


    
      
        
        

      

      
        197

        
          

        

      

      
        
        

      

    


    fifth,
      to the
      Holders of the Class M-5 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above and to the Holders of the Class
      M-4 Certificates under clause fourth above, and (y) the Class M-5 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-5
      Certificates has been reduced to zero;

     

    sixth,
      to the
      Holders of the Class M-6 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above, to the Holders of the Class
      M-4
      Certificates under clause fourth above and to the Holders of the Class M-5
      Certificates under clause fifth above, and (y) the Class M-6 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-6
      Certificates has been reduced to zero; 

     

    seventh,
      to the
      Holders of the Class M-7 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above, to the Holders of the Class
      M-4
      Certificates under clause fourth above, to the Holders of the Class M-5
      Certificates under clause fifth above and to the Holders of the Class M-6
      Certificates under clause sixth above, and (y) the Class M-7 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-7
      Certificates has been reduced to zero;

     

    eighth,
      to the
      Holders of the Class M-8 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above, to the Holders of the Class
      M-4
      Certificates under clause fourth above, to the Holders of the Class M-5
      Certificates under clause fifth above, to the Holders of the Class M-6
      Certificates under clause sixth above and to the Holders of the Class M-7
      Certificates under clause seventh above, and (y) the Class M-8 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-8
      Certificates has been reduced to zero; and

     

    ninth,
      to the
      Holders of the Class M-9 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the amount distributed to
      the
      Holders of the Class M-1 Certificates under clause first above, to the Holders
      of the Class M-2 Certificates under clause second above, to the Holders of
      the
      Class M-3 Certificates under clause third above, to the Holders of the Class
      M-4
      Certificates under clause fourth above, to the Holders of the Class M-5
      Certificates under clause fifth above, to the Holders of the Class M-6
      Certificates under clause sixth above, to the Holders of the Class M-7
      Certificates under clause seventh above and to the Holders of the Class M-8
      Certificates under clause eighth above, and (y) the Class M-9 Principal
      Distribution Amount, until the Certificate Principal Balance of the Class M-9
      Certificates has been reduced to zero.

     


    
      
        
        

      

      
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    Notwithstanding
      the priority of distributions described in this Section 5.01(c) with
      respect to the Class 1-A-1 Certificates, Class 2-A-1-1 Certificates, Class
      2-A-1-2 Underlying Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4
      Certificates, Class 2-A-1-5 Certificates, Class 2-A-1-6 Underlying Interest
      and
      Class 2-A-1-7 Certificates, on any Distribution Date which occurs after the
      Certificate Principal Balances of the Mezzanine Certificates and Class CE
      Certificates have been reduced to zero distributions in respect of principal
      to
      the Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying Interest, Class 2-A-1-3
      Certificates, Class 2-A-1-4 Certificates, Class 2-A-1-5 Certificates, Class
      2-A-1-6 Underlying Interest and Class 2-A-1-7 Certificates will be made 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.

     

    (7) On
      each
      Distribution Date, the Net Monthly Excess Cashflow (or, in the case of clause
      (i) below, the Net Monthly Excess Cashflow exclusive of any
      Overcollateralization Reduction Amount) shall be distributed as
      follows:

     

    (i) First,
      to pay
      Allocated Realized Loss Amounts concurrently as follows:

     

    (a) to
      the
      Class 1-A-1 Certificates, in amount up to the Allocated Realized Loss Amount
      for
      such Distribution Date, until reduced to zero; and

     

    (b) concurrently,
      to the Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying Interest, Class
      2-A-1-3 Certificates, Class 2-A-1-4 Certificates, Class 2-A-1-5 Certificates,
      Class 2-A-1-6 Underlying Interest and Class 2-A-1-7 Certificates, in amount
      up
      to the Allocated Realized Loss Amount for each such Class for such Distribution
      Date, on a pro rata basis, based on the entitlement of each such Class, until
      reduced to zero; and 

     

    
      	 	
              (ii)

            	
              Second,
                sequentially, to the Mezzanine Certificates, in an amount up to the
                Allocated Realized Loss Amounts for such Distribution
                Date.

            


    

     

    (iii)Third,
      to the
      Holders of the Classes of Class A Certificates (other than the Class 2-A-1-2
      Certificates and Class 2-A-1-6 Certificates), the Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-6 Underlying Interest to the extent such classes are
      then entitled to receive distributions in respect of principal, in an amount
      equal to the Overcollateralization Increase Amount for such Distribution Date,
      distributable as part of the Principal Distribution Amount for that Distribution
      Date;

     


    
      
        
        

      

      
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    (iv)Fourth,
      to the
      Reserve Fund, the amount by which the Net WAC Rate Carryover Amounts, if any,
      with respect to the Class A Certificates (other than the Class 2-A-1-2
      Certificates and Class 2-A-1-6 Certificates), the Mezzanine Certificates, the
      Class 2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest
      exceeds the amount in the Reserve Fund that was not distributed on prior
      Distribution Dates;

     

    (v)Fifth,
      to the
      Supplemental Interest Trust, an amount equal to any Swap Termination Payments
      resulting from Swap Provider Trigger Events owed to the Certificate Swap
      Provider pursuant to the Certificate Swap Agreements; 

     

    (vi)Sixth,
      to the
      Holders of the Class CE Certificates the Interest Distribution Amount and any
      Overcollateralization Reduction Amount for such Distribution Date;
      and

     

    (vii)Seventh,
      to the
      Holders of the Class R Certificates, in respect of the Class R-IV Interest,
      any
      remaining amounts; provided that if such Distribution Date is the Distribution
      Date immediately following the expiration of the latest Prepayment Charge term
      as identified on the Mortgage Loan Schedule or any Distribution Date thereafter,
      then any such remaining amounts will be distributed first, to the Holders of
      the
      Class P Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero and second, to the Holders of the Class R
      Certificates.

     

    The
      Class
      CE Certificates are intended to receive all principal and interest received
      by
      the Trust on the Mortgage Loans that is not otherwise distributable to any
      other
      Class of Regular Certificates or REMIC Regular Interests. If the Securities
      Administrator determines that the Residual Certificates are entitled to any
      distributions on any Distribution Date other than the final Distribution Date,
      the Securities Administrator, prior to any such distribution to any Residual
      Certificate, shall notify the Depositor of such impending distribution. Upon
      such notification, the Depositor will prepare and request that the other parties
      hereto enter into an amendment to the Pooling and Servicing Agreement pursuant
      to Section 12.01, to revise such mistake in the distribution
      provisions.

     

    On
      each
      Distribution Date, after making the distributions of the Available Distribution
      Amount as set forth above, the Securities Administrator will first, withdraw
      from the Reserve Fund all income from the investment of funds in the Reserve
      Fund and distribute such amount to the Holders of the Class CE Certificates,
      and
      second, withdraw from the Reserve Fund, to the extent of amounts remaining
      on
      deposit therein, the amount of any Net WAC Rate Carryover Amount for such
      Distribution Date and distribute such amount first.

     

    First,
      concurrently, (i) to the Holders of the Class 1-A-1 Certificates, the related
      Net WAC Rate Carryover Amount remaining unpaid for such Distribution Date and
      (ii) to the Holders of the Class 1-A-1 Certificates, Class 2-A-1-1 Certificates,
      Class 2-A-1-2 Underlying Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4
      Certificates, Class 2-A-1-5 Certificates, Class 2-A-1-6 Underlying Interest
      and
      Class 2-A-1-7 Certificates, the related Net WAC Rate Carryover Amount remaining
      unpaid for such Distribution Date, on a pro
      rata
      basis,
      based on the entitlement of each such Class; Second, sequentially to the Holders
      of the Class M-1 Certificates,
      Class
      M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
      Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
      Certificates and Class M-9 Certificates, in that order, in respect of the
      related Net WAC Rate Carryover Amount remaining unpaid for each such Class
      for
      such Distribution Date; and Third, to the Class CE Certificates.

     


    
      
        
        

      

      
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    (d) As
      described in Sections 5.01(c)(2), (3), (5) and (6) above, amounts payable by
      the
      Trust to the Supplemental Interest Trust in respect of Net Swap Payments and
      Swap Termination Payments other than Swap Termination Payments resulting from
      a
      Swap Provider Trigger Event (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 deducted from available funds
      before distributions to the Certificateholders. 

     

    Commencing
      in July 2007, one Business Day prior to the 25th
      day of
      each month, such amounts will be distributed to the Supplemental Interest Trust,
      and paid 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 Certificate
      Swap
      Agreements for such Distribution Date; and

     

    second,
      to make
      any Swap Termination Payment not due to a Swap Provider Trigger Event owed
      to
      the Swap Provider pursuant to the Certificate Swap Agreements for such
      Distribution Date (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). 

     

    Any
      Swap
      Termination Payment triggered by a Swap Provider Trigger Event owed to the
      Swap
      Provider pursuant to the Certificate Swap Agreements will be subordinated to
      distributions to the Holders of the Class 2-A-1-1 Certificates, Class 2-A-1-2
      Underlying Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4 Certificates,
      Class 2-A-1-5 Certificates, Class 2-A-1-6 Underlying Interest, Class 2-A-1-7
      Certificates and the Mezzanine Certificates and shall be paid pursuant to
      Section 5.01(c)(7)(v).

     

    (e) Commencing
      in July 2007 and ending immediately following the Distribution Date in June
      2017, to the extent required, following the distribution of the Interest
      Remittance Amount, the Principal Distribution Amount, the Net Monthly Excess
      Cashflow, withdrawals from the Reserve Fund and withdrawals from the
      Supplemental Interest Trust in respect of amounts paid under the Interest Rate
      Floor Agreement as described in Section 5.01(f) below, on each Distribution
      Date
      (and with respect to any payments owed to the Swap Provider, one Business Day
      prior to the 25th
      day of
      each month), 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 Supplemental
      Interest Trust 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: 

     


    
      
        
        

      

      
        201

        
          

        

      

      
        
        

      

    


    first,
      to the
      Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
      Certificate Swap Agreements for such Distribution Date;

     

    second,
      to the
      Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
      to
      a Certificate Swap Provider Trigger Event pursuant to the Certificate Swap
      Agreements;

     

    third,
      concurrently, to the holders of the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3,
      Class 2-A-1-4, Class 2-A-1-5 and Class 2-A-1-7 Certificates and the Class
      2-A-1-2 Underlying Interest and the Class 2-A-1-6 Underlying Interest, the
      related Senior Interest Distribution Amount remaining undistributed after all
      prior distributions on such Distribution Date, as described above in the first
      sentence of this Section 5(e) paragraph and prior to taking into account
      payments of amounts on deposit in the Excess Spread Reserve Account as described
      in Section 5.01(g) below, on a pro
      rata
      basis
      based on such respective remaining Senior Interest Distribution
      Amount;

     

    fourth,
      sequentially, to the holders of the Class M-1, Class M-2, Class M-3, Class
      M-4,
      Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that
      order, the related Interest Distribution Amount and Interest Carry Forward
      Amount, to the extent remaining undistributed after all prior distributions
      on
      such Distribution Date, as described above in the first sentence of this Section
      5(e) paragraph and prior to taking into account payments of amounts on deposit
      in the Excess Spread Reserve Account as described in Section 5.01(g)
      below;

     

    fifth,
      concurrently, on a pro rata basis, based on the entitlement of each such class,
      (i) to the Class 1-A-1 Certificates and (ii) to the Class 2-A-1-1 Certificates,
      Class 2-A-1-2 Underlying Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4
      Certificates, Class 2-A-1-5 Certificates, Class 2-A-1-6 Underlying Interest
      and
      Class 2-A-1-7 Certificates, up to the Allocated Realized Loss Amount related
      to
      each such class for such Distribution Date remaining undistributed after all
      prior distributions on such Distribution Date, as described above in the first
      sentence of this Section 5(e) paragraph and prior to taking into account
      payments of amounts on deposit in the Excess Spread Reserve Account as described
      in Section 5.01(g) below;

     

    sixth,
      sequentially, to the holders of the Mezzanine Certificates, in the order of
      their numerical class designations, in each case up to the Allocated Realized
      Loss Amount related to such certificates for such Distribution Date remaining
      undistributed after all prior distributions on such Distribution Date, as
      described above in the first sentence of this Section 5(e) paragraph and prior
      to taking into account payments of amounts on deposit in the Excess Spread
      Reserve Account as described in Section 5.01(g) below;

     

    seventh,
      to the
      holders of the class or classes of Certificates and Underlying Interests then
      entitled to receive distributions in respect of principal, in an amount
      necessary to restore or maintain the Required Overcollateralization Amount
      after
      all prior distributions on such Distribution Date, as described above in the
      first sentence of this Section 5(e) paragraph and prior to taking into account
      payments of amounts on deposit in the Excess Spread Reserve Account as described
      in Section 5.01(g) below in the priority described in Section
      5.01(c)(5);

     


    
      
        
        

      

      
        202

        
          

        

      

      
        
        

      

    


    eighth,
      concurrently, to the holders of the Class 1-A-1 Certificates, Class 2-A-1-1
      Certificates, Class 2-A-1-2 Underlying Interest, Class 2-A-1-3 Certificates,
      Class 2-A-1-4 Certificates, Class 2-A-1-5 Certificates, Class 2-A-1-6 Underlying
      Interest and Class 2-A-1-7 Certificates, on a pro
      rata
      basis
      based on their respective Net WAC Rate Carryover Amounts, to the extent
      remaining undistributed after all prior distributions on such Distribution
      Date,
      as described above in the first sentence of this Section 5(e) paragraph and
      prior to taking into account payments of amounts on deposit in the Excess Spread
      Reserve Account as described in Section 5.01(g) below;

     

    ninth,
      sequentially, to the holders of the Mezzanine Certificates, in the order of
      their numerical class designations, the related Net WAC Rate Carryover Amount,
      to the extent remaining undistributed after all prior distributions on such
      Distribution Date, as described above in the first sentence of this Section
      5(e)
      paragraph and prior to taking into account payments of amounts on deposit in
      the
      Excess Spread Reserve Account as described in Section 5.01(g) below;


     

    tenth,
      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 Certificate Swap
      Agreements; and

     

    eleventh,
      to the
      holders of the Class CE Certificates, any remaining amount.

     

    (f) On
      each
      Distribution Date following the distribution of the Interest Remittance Amount,
      the Principal Distribution Amount, the Net Monthly Excess Cashflow and
      withdrawals from the Reserve Fund, on each Distribution Date any payments made
      by the Interest Rate Floor Provider on deposit in the Supplemental Interest
      Trust will be withdrawn by the Securities Administrator and shall be distributed
      on the related Distribution Date in the following order of priority:


     

    first,
      concurrently, to the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4,
      Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-6 Underlying Interest, the related Senior Interest
      Distribution Amount remaining undistributed after all prior distributions on
      such Distribution Date, as described in the first sentence of this Section
      5.01(f) above, on a pro
      rata basis
      based on such respective remaining Senior Interest Distribution
      Amounts;

     

    second,
      to the
      Mezzanine Certificates, sequentially, in the order of their numerical class
      designations, the related Interest Distribution Amount and Interest Carry
      Forward Amount, to the extent remaining unpaid after all prior distributions
      on
      such Distribution Date, as described in the first sentence of this Section
      5.01(f) above;

     

    third,
      concurrently, to the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4,
      Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-6 Underlying Interest, on a pro rata basis, based
      on
      the entitlement of each such class, in each case up to the Allocated Realized
      Loss Amount related to each such class for such Distribution Date remaining
      undistributed after all prior distributions on such Distribution Date, as
      described in the first sentence of this Section 5.01(f) above;

     


    
      
        
        

      

      
        203

        
          

        

      

      
        
        

      

    


    fourth,
      to the
      Mezzanine Certificates, sequentially, in the order of their numerical class
      designations, in each case up to the related Allocated Realized Loss Amount
      remaining undistributed after all prior distributions on such Distribution
      Date,
      as described in the first sentence of this Section 5.01(f) above;

     

    fifth,
      to the
      holders of the class or classes of certificates or underlying interest then
      entitled to receive distributions in respect of principal, in an amount
      necessary to restore or maintain the Required Overcollateralization Amount
      as
      part of the Principal Distribution Amount for that Distribution Date in
      accordance with the priorities set forth under Section 5.01(c) above, remaining
      undistributed after all prior distributions on such Distribution Date, as
      described in the first sentence of this Section 5.01(f) above;

     

    sixth,
      concurrently, to the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4,
      Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-6 Underlying Interest, the related Net WAC Rate
      Carryover Amount, to the extent remaining unpaid, on a pro
      rata basis
      based on such respective Net WAC Rate Carryover Amounts remaining undistributed
      after all prior distributions on such Distribution Date, as described in the
      first sentence of this Section 5.01(f) above;

     

    seventh,
      to the
      Mezzanine Certificates, sequentially, in the order of their numerical class
      designations, to the extent remaining undistributed after all prior
      distributions on such Distribution Date, as described in the first sentence
      of
      this Section 5.01(f) above, the related Net WAC Rate Carryover Amount;
      and

     

    eighth,
      to the
      Excess Spread Reserve Account.

     

    (g) On
      behalf
      of the Trust Fund, the Securities Administrator shall establish and maintain
      the
      Excess Spread Reserve Account to be held in trust for the benefit of the
      Trustee, the Trust Fund, the Certificateholders, the Holders of the Class
      2-A-1-2 Underlying Interest and the Holders of Class 2-A-1-2
      Underlying Interest.
      Funds
      in the Excess Spread Reserve Account shall remain uninvested. On each
      Distribution Date following the distribution of the Interest Remittance Amount,
      the Principal Distribution Amount, the Net Monthly Excess Cashflow, withdrawals
      from the Reserve Fund and withdrawals from the Supplemental Interest Trust
      in
      respect of Net Swap Payments paid by the Swap Provider under the Certificate
      Swap Agreements and payments made by the Interest Rate Floor Provider under
      the
      Interest Rate Floor Agreement, the Securities Administrator will withdraw any
      amounts on deposit in the Excess Spread Reserve Account and distribute such
      amounts in the following order of priority:

     

    first,
      concurrently, to the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4,
      Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-6 Underlying Interest, the related Senior Interest
      Distribution Amount remaining unpaid after all prior distributions on such
      Distribution Date, as described in the third sentence of this Section 5.01(g)
      above, on a pro
      rata basis
      based on such respective remaining Senior Interest Distribution
      Amounts;

     


    
      
        
        

      

      
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    second,
      to the
      Mezzanine Certificates, sequentially, in the order of their numerical class
      designations, the related Interest Distribution Amount and Interest Carry
      Forward Amount, to the extent remaining unpaid after all prior distributions
      on
      such Distribution Date, as described in the third sentence of this Section
      5.01(g) above;

     

    third,
      concurrently, to the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4,
      Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-6 Underlying Interest, on a pro rata basis, based
      on
      the entitlement of each such class, in each case up to the Allocated Realized
      Loss Amount related to each such class of certificates for such Distribution
      Date remaining undistributed after all prior distributions on such Distribution
      Date, as described in the third sentence of this Section 5.01(g)
      above;

     

    fourth,
      to the
      Mezzanine Certificates, sequentially, in the order of their numerical class
      designations, in each case up to the related Allocated Realized Loss Amount
      to
      the extent remaining unpaid after all prior distributions on such Distribution
      Date, as described above in the third sentence of this Section 5.01(g)
      above;

     

    fifth,
      concurrently, to the Class 1-A-1, Class 2-A-1-1, Class 2-A-1-3, Class 2-A-1-4,
      Class 2-A-1-5 and Class 2-A-1-7 Certificates, the Class 2-A-1-2 Underlying
      Interest and Class 2-A-1-6 Underlying Interest, the related Net WAC Rate
      Carryover Amount, to the extent remaining unpaid after all prior distributions
      on such Distribution Date, as described in the third sentence of this Section
      5.01(g) above, on a pro
      rata basis
      based on such respective Net WAC Rate Carryover Amounts remaining
      unpaid;

     

    sixth,
      to the
      Mezzanine Certificates, sequentially, in the order of their numerical class
      designations, the related Net WAC Rate Carryover Amount to the extent remaining
      unpaid after all prior distributions on such Distribution Date, as described
      above in the third sentence of this Section 5.01(g) above; and

     

    seventh,
      on the
      Optional Termination Date, any amounts remaining in the Excess Spread Reserve
      Account to the Class CE Certificates. 

     

    (h) On
      each
      Distribution Date, the Securities Administrator shall withdraw any amounts
      then
      on deposit in the Distribution Account that represent Prepayment Charges and
      shall distribute such amounts to the Class P Certificateholders as described
      above.

     

    (i) 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 Section 5.01(i)
      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.

     


    
      
        
        

      

      
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    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.

     

    (j) 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.

     

    (k) 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

            


    

     

    
      	 	
              (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(k) 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(k). Any such amounts held in trust by the
      Securities Administrator shall be held uninvested in an Eligible
      Account.

     


    
      
        
        

      

      
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    (l) Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
      than
      once in respect of any particular amount both (a) allocated to such Certificate
      in respect of Realized Losses pursuant to Section 5.04 and (b) distributed
      to the Holder of such Certificate in reduction of the Certificate Principal
      Balance thereof pursuant to this Section 5.01 from Net Monthly Excess
      Cashflow 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.

     

    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, information provided
      by the Swap Provider under the Certificate Swap Agreements with respect to
      payments made pursuant to the Certificate Swap Agreements, information provided
      by the Class 2-A-1-2 Certificate Swap Provider under the Class 2-A-1-2
      Certificate Swap Agreement and information provided by the Class 2-A-1-6
      Certificate Swap Provider under the Class 2-A-1-6 Certificate Swap Agreement)
      shall make available to each Holder of the Certificates, the Servicers and
      the
      Credit Risk Manager, a statement as to the distributions made on such
      Distribution Date setting forth:

     

    (i) applicable
      Interest Accrual Periods and general Distribution Dates;

     

    (ii) with
      respect to each loan group, the total cash flows received and the general
      sources thereof;

     

    (iii) the
      aggregate Servicing Fee received by the Servicer during the related Due
      Period;

     


    
      
        
        

      

      
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    (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) with
      respect to each loan group, 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, (B) the
      aggregate of all scheduled payments of principal included therein and (C) any
      Overcollateralization Increase Amount included therein;

     

    (vi) with
      respect to each loan group, the amount of such distribution to Holders of the
      Certificates (by Class) allocable to interest and the portion thereof, if any,
      provided by the Swap Agreement;

     

    (vii) with
      respect to each loan group, the Interest Carry Forward Amounts and any Net
      WAC
      Rate Carryover Amounts for the related Certificates (if any);

     

    (viii) the
      aggregate amount of Advances included in the distributions on the Distribution
      Date (including the general purpose of such Advances);

     

    (ix) with
      respect to each loan group, 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 each loan group and 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;

     

    (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) with
      respect to each loan group, whether the Stepdown Date has occurred and whether
      Trigger Event is in effect;

     

    (xiv) with
      respect to each loan group, the cumulative Realized Losses through the end
      of
      the preceding month;

     

    (xv) the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Distribution Account for such Distribution Date;

     


    
      
        
        

      

      
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    (xvi) with
      respect to each loan group, the Certificate Principal Balance of the related
      Certificates before and after giving effect to the distribution of principal
      and
      allocation of Allocated Realized Loss Amounts on such Distribution
      Date;

     

    (xvii) with
      respect to each loan group, the number and Scheduled Principal Balance of all
      the Mortgage Loans for the following Distribution Date;

     

    (xviii) with
      respect to each loan group, 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 in such loan group 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 in such loan group;

     

    (xix) the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xx) the
      Interest Distribution Amount in respect of the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates for such Distribution
      Date
      and the Interest Carry Forward Amount, if any, with respect to the Class A
      Certificates and the Mezzanine Certificates on such Distribution Date, and
      in
      the case of the Class A Certificates and the Mezzanine 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;

     

    (xxi) 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; 

     

    (xxii) the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xxiii) the
      amount of, if any, of Net Monthly Excess Cashflow or excess spread and the
      application of such Net Monthly Excess Cashflow;

     

    (xxiv) the
      Required Overcollateralization Amount and the Credit Enhancement Percentage
      for
      such Distribution Date;

     

    (xxv) the
      Overcollateralization Increase Amount, if any, for such Distribution
      Date;

     

    (xxvi) the
      Overcollateralization Reduction Amount, if any, for such Distribution
      Date;

     

    (xxvii) the
      Pass-Through Rate for each Class of Certificates for such Distribution
      Date;

     


    
      
        
        

      

      
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    (xxviii) the
      amount of any deposit to the Reserve Fund contemplated by
      Section 3.24(b);

     

    (xxix) the
      balance of the Reserve Fund prior to the deposit or withdrawal of any amounts
      on
      such Distribution Date;

     

    (xxx) the
      amount of any deposit to the Reserve Fund pursuant to
      Section 5.01(c)(7)(v);

     

    (xxxi) [Reserved];

     

    (xxxii) the
      Aggregate Loss Severity Percentage;

     

    (xxxiii) with
      respect to each loan group, the amount of the Prepayment Charges remitted by
      the
      Servicer; 

     

    (xxxiv) 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;
      

     

    (xxxv) the
      amount of any payment payable to the Class 2-A-1-2 Supplemental Interest Trust,
      any related payment payable to the Class 2-A-1-2 Certificate Swap Provider,
      any
      swap termination payment payable to the Class 2-A-1-2 Supplemental Interest
      Trust and any related swap termination payment payable to the Class 2-A-1-2
      Certificate Swap Provider pursuant to the Class 2-A-1-2 Certificate Swap
      Agreement; 

     

    (xxxvi) the
      amount of any payment payable to the Class 2-A-1-6 Supplemental Interest Trust,
      any related payment payable to the Class 2-A-1-6 Certificate Swap Provider,
      any
      swap termination payment payable to the Class 2-A-1-6 Supplemental Interest
      Trust and any related swap termination payment payable to the Class 2-A-1-6
      Certificate Swap Provider pursuant to the Class 2-A-1-6 Certificate Swap
      Agreement;

     

    (xxxvii) the
      balance of the Excess Spread Reserve Account on such Distribution Date prior
      to
      any deposits or withdrawal of any amounts on such Distribution
      Date;

     

    (xxxviii) the
      amount deposited in the Excess Spread Reserve Account on such Distribution
      Date
      pursuant to Section 5.01(g);

     

    (xxxix) the
      amount of withdrawn from the Excess Spread Reserve Account on such Distribution
      Date;

     

    (xl) the
      amount of any payment made by the Interest Rate Floor Provider on such
      Distribution Date on deposit in the Supplemental Interest Trust;

     


    
      
        
        

      

      
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    (xli) the
      amount withdrawn from the Pre Funding Account pursuant to Section 3.28(c) on
      that Distribution Date, the amount remaining on deposit in the Pre-Funding
      Account following such Distribution Date, and the amount withdrawn from the
      Pre-Funding Account and used to buy Subsequent Mortgage Loans prior to such
      Distribution Date; and

     

    (xlii) for
      the
      distribution occurring on the Distribution Date immediately following the end
      of
      the Pre-Funding Period, the balance on deposit in the Group I Pre-Funding
      Sub-Account and/or the Group II Pre-Funding Sub-Account that has not been used
      to purchase Subsequent Group I Mortgage Loans and/or Subsequent Group II
      Mortgage Loans, as applicable, and that is being distributed to the related
      Class A Certificates as a mandatory distribution of principal, if any, on such
      Distribution 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 NIMS Insurer and
      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 and the NIMS Insurer 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 and the NIMS Insurer.

     

    (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 GMAC 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 Net
      Monthly Excess Cashflow and to Net Swap Payments received from the Swap Provider
      under the Swap Agreement for that purpose; second,
      to the
      Class CE Certificates; third,
      to the
      Class M-9 Certificates, until the Certificate Principal Balance of the Class
      M-9
      Certificates has been reduced to zero; fourth,
      to the
      Class M-8 Certificates, until the Certificate Principal Balance of the Class
      M-8
      Certificates has been reduced to zero; fifth,
      to the
      Class M-7 Certificates, until the Certificate Principal Balance of the Class
      M-7
      Certificates has been reduced to zero; sixth,
      to the
      Class M-6 Certificates, until the Certificate Principal Balance of the Class
      M-6
      Certificates has been reduced to zero; seventh,
      to the
      Class M-5 Certificates, until the Certificate Principal Balance of the Class
      M-5
      Certificates has been reduced to zero; eighth,
      to the
      Class M-4 Certificates, until the Certificate Principal Balance of the Class
      M-4
      Certificates has been reduced to zero; ninth,
      to the
      Class M-3 Certificates, until the Certificate Principal Balance of the Class
      M-3
      Certificates has been reduced to zero, tenth,
      to the
      Class M-2 Certificates, until the Certificate Principal Balance of the Class
      M-2
      Certificates has been reduced to zero; eleventh,
      to the
      Class M-1 Certificates, until the Certificate Principal Balance of the Class
      M-1
      Certificates has been reduced to zero; twelfth,
      with
      respect to Realized Losses on the Group I Mortgage Loans, to the Class 1-A-1
      Certificates to reduce the Certificate Principal Balance thereof to zero and
      thirteenth,
      with
      respect to Realized Losses on the Group II Mortgage Loans, to the Class 2-A-1-1
      Certificates, Class 2-A-1-2 Underlying Interest, Class 2-A-1-3 Certificates,
      Class 2-A-1-4 Certificates, Class 2-A-1-5 Certificates, Class 2-A-1-6 Underlying
      Interest and Class 2-A-1-7 Certificates, on a pro rata basis until the
      Certificate Principal Balance of each such Class has been reduced to zero;
      provided however, that any Realized Losses allocable to the Class 2-A-1-1
      Certificates, Class 2-A-1-2 Underlying Interest, Class 2-A-1-3 Certificates
      and
      Class 2-A-1-4 Certificates will be allocated first to the Class 2-A-1-5
      Certificates, until its Certificate Principal Balance has been reduced to zero
      and then to the Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying Interest,
      Class 2-A-1-3 Certificates and Class 2-A-1-4 Certificates, on a pro rata basis
      until their respective Certificate Principal Balances have been reduced to
      zero
      and that any Realized Losses allocable to the Class 2-A-1-6 Underlying Interest
      will be allocated first to the Class 2-A-1-7 Certificates, until its Certificate
      Principal Balance has been reduced to zero and then to the Class 2-A-1-6
      Underlying Interest until its Certificate Principal Balance 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 or Underlying
      Interest shall be to the Certificate Principal Balance of such Class or
      Underlying Interest 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 or Underlying Interest, on such Distribution
      Date.

     


    
      
        
        

      

      
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    Any
      allocation of Realized Losses to a Class A Certificate (other than the Class
      2-A-1-2 Certificates and Class 2-A-1-6 Certificates), an Underlying Interest
      or
      a Mezzanine Certificate on any Distribution Date shall be made by reducing
      the
      Certificate Principal Balance thereof by the amount so allocated; any allocation
      of Realized Losses to a Class CE Certificate shall be made by reducing the
      amount otherwise payable in respect thereof pursuant to
      Section 5.01(c)(7)(vi). No allocations of any Realized Losses shall be made
      to the Certificate Principal Balances of the Class P Certificates.

     

    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 2-A-1-1 Certificates, Class 2-A-1-2
      Underlying Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4 Certificates,
      Class 2-A-1-5 Certificates, Class 2-A-1-6 Underlying Interest and the Class
      2-A-1-7 Certificates, on a pro rata basis and then applied to increase the
      Certificate Principal Balance of the Class of Mezzanine 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 or Underlying Interests pursuant to this Section
      5.04 and not previously reimbursed to such Class of Certificates or Underlying
      Interests with Net Monthly Excess Cashflow pursuant to Section 5.01(c)(7)(i)
      or
      Net Swap Payments pursuant to clauses fifth
      and
sixth
      of
      Section 5.01(e). 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 or Underlying Interests pursuant to this Section 5.04 and not
      previously reimbursed to such Class of Certificates or Underlying Interests
      with
      Net Monthly Excess Cashflow pursuant to Section 5.01(c)(7)(i) or with Net Swap
      Payments pursuant to clauses fifth
      and
sixth
      of
      Section 5.01(e). Holders of such Certificates or Underlying Interests 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.

     

    (c) (c)(i) All
      Realized Losses on the Group I Mortgage Loans shall be allocated on each
      Distribution Date to the following REMIC I Regular Interests, as follows: to
      REMIC I Regular Interest LT-1 and REMIC I Regular Interest LT-1PF until the
      Uncertificated Balance of each such REMIC I Regular Interest has been reduced
      to
      zero; provided however, with respect to the first two Distribution Dates, all
      Realized Losses on the Initial Group I Mortgage Loans shall be allocated to
      REMIC I Regular Interest LT-1 until the Uncertificated Balance of each such
      REMIC I Regular Interest has been reduced to zero, and all Realized Losses
      on
      the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular
      Interest LT-1PF until the Uncertificated Balance thereof has been reduced to
      zero. All Realized Losses on the Group II Mortgage Loans shall be allocated
      on
      each Distribution Date to REMIC I Regular Interest LT-2 and REMIC I Regular
      Interest LT-2PF until the Uncertificated Balance of each such REMIC I Regular
      Interest has been reduced to zero; provided however, with respect to the first
      two Distribution Dates, all Realized Losses on the Initial Group II Mortgage
      Loans shall be allocated to REMIC I Regular Interest LT-2 until the
      Uncertificated Balance of such REMIC I Regular Interest has been reduced to
      zero, and all Realized Losses on the Subsequent Group II Mortgage Loans shall
      be
      allocated to REMIC I Regular Interest LT-2PF until the Uncertificated Balance
      thereof has been reduced to zero.

     


    
      
        
        

      

      
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    (ii) Realized
      Losses on the Group I Mortgage Loans shall be allocated on each Distribution
      Date to REMIC II Regular Interest I-1-A through REMIC II Regular Interest
      I-120-B, starting with the lowest numerical denomination until such REMIC II
      Regular Interest has been reduced to zero, provided that, for REMIC II Regular
      Interests with the same numerical denomination, such Realized Losses shall
      be
      allocated pro
      rata
      between
      such REMIC II Regular Interests. All Realized Losses on the Group II Mortgage
      Loans shall be allocated on each Distribution Date to REMIC II Regular Interest
      II-1-A through REMIC II Regular Interest II-120-B, starting with the lowest
      numerical denomination until such REMIC II Regular Interest has been reduced
      to
      zero, provided that, for REMIC II Regular Interests with the same numerical
      denomination, such Realized Losses shall be allocated pro
      rata
      between
      such REMIC II Regular Interests. 

     

    (iii) The
      REMIC
      III Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
      shall be allocated by the Securities Administrator on each Distribution Date
      to
      the following REMIC III Regular Interests in the specified percentages, as
      follows: first, to Uncertificated Interest payable to the REMIC III Regular
      Interest AA and REMIC III Regular Interest ZZ up to an aggregate amount equal
      to
      the REMIC III Interest Loss Allocation Amount, 98.00% and 2.00%, respectively;
      second, to the Uncertificated Balances of the REMIC III Regular Interest AA
      and
      REMIC III Regular Interest ZZ up to an aggregate amount equal to the REMIC
      III
      Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to
      the
      Uncertificated Balances of REMIC III Regular Interest AA, REMIC III Regular
      Interest M-9 and REMIC III Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC III Regular Interest
      M-9
      has been reduced to zero; fourth, to the Uncertificated Balances of REMIC III
      Regular Interest AA, REMIC III Regular Interest M-8 and REMIC III Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC III Regular Interest M-8 has been reduced to zero; fifth,
      to
      the Uncertificated Balances of REMIC III Regular Interest AA, REMIC III Regular
      Interest M-7 and REMIC III Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC III Regular Interest
      M-7
      has been reduced to zero; sixth, to the Uncertificated Balances of REMIC III
      Regular Interest AA, REMIC III Regular Interest M-6 and REMIC III Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC III Regular Interest M-6 has been reduced to zero; seventh,
      to
      the Uncertificated Balances of REMIC III Regular Interest AA, REMIC III Regular
      Interest M-5 and REMIC III Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC III Regular Interest
      M-5
      has been reduced to zero; eighth, to the Uncertificated Balances of REMIC III
      Regular Interest AA, REMIC III Regular Interest M-4 and REMIC III Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC III Regular Interest M-4 has been reduced to zero; ninth,
      to
      the Uncertificated Balances of REMIC III Regular Interest AA, REMIC III Regular
      Interest M-3 and REMIC III Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC III Regular Interest
      M-3
      has been reduced to zero; tenth, to the Uncertificated Balances of REMIC III
      Regular Interest AA, REMIC III Regular Interest M-2 and REMIC III Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC III Regular Interest M-2 has been reduced to zero; and
      eleventh, to the Uncertificated Balances of REMIC III Regular Interest AA,
      REMIC
      III Regular Interest M-1 and REMIC III Regular Interest ZZ, 98.00%, 1.00% and
      1.00%, respectively, until the Uncertificated Balance of REMIC III Regular
      Interest M-1 has been reduced to zero.

     


    
      
        
        

      

      
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    (iv) The
      REMIC
      III Sub WAC Allocation Percentage of all Realized Losses shall be applied after
      all distributions have been made on each Distribution Date first, so as to
      keep
      the Uncertificated Balance of each REMIC III Regular Interest ending with the
      designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of
      the Mortgage Loans in the related loan group; second, to each REMIC III Regular
      Interest ending with the designation “SUB,” so that the Uncertificated Balance
      of each such REMIC III Regular Interest is equal to 0.01% of the excess of
      (x)
      the aggregate Stated Principal Balance of the Mortgage Loans in the related
      loan
      group over (y) the current Certificate Principal Balance of the Class A
      Certificate in the related loan group (except that if any such excess is a
      larger number than in the preceding distribution period, the least amount of
      Realized Losses shall be applied to such REMIC III Regular Interests such that
      the REMIC III Subordinated Balance Ratio is maintained); and third, any
      remaining Realized Losses shall be allocated to REMIC III Regular Interest
      XX.

     

    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
      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 5 calendar days after the related Distribution
      Date, (A) certain parties to the MortgageIT Securities Corp. Mortgage Loan
      Trust, Series 2007-1 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 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 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.

     

    (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. 

     


    
      
        
        

      

      
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    (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 2nd Business Day after the occurrence of a Reportable Event (i)
      the
      parties to the MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1
      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.

     

    (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. 

     


    
      
        
        

      

      
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    (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 related
      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 2007-1
      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.

     

    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 1-A-1 Certificates, Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying
      Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4 Certificates, Class 2-A-1-5
      Certificates, Class 2-A-1-6 Underlying Interest, Class 2-A-1-7 Certificates
      and
      Mezzanine 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. 

     


    
      
        
        

      

      
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    (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)(2),
      (3), (5), (6) and Section 5.01(c)(7)(v)
      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 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 Swap Agreement in the order of priority set
      forth in Section 5.01(e).

     

    (d) 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
      Interest Rate Floor Provider and shall distribute such amounts from the
      Supplemental Interest Trust on the Distribution Date in the amounts and order
      of
      priority set forth in Section 5.01(f).

     

    (e) 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 CE 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 CE 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 CE 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
      CE Certificates.

     

    (f) For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 5.01(c)(2), (3), (5), (6),
      Section 5.01(c)(7)(v) and Section 5.01(f) 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 CE Certificates unless and until the date when
      either (a) there is more than one Class CE Certificateholder or (b) any Class of
      Certificates in addition to the Class CE 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 Master Servicer
      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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    (g) The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class CE and Residual Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class CE Certificates.
      References to Certificates in this Section 5.07(g) shall mean, with respect
      to
      the Class 2-A-1-2 Certificates and the Class 2-A-1-6 Certificates, the Class
      2-A-1-2 Underlying Interests and the Class 2-A-1-6 Underlying Interests,
      respectively. Pursuant to each such notional principal contract, all Holders
      of
      Certificates (other than the Class P, Class CE and Residual Certificates) shall
      be treated as having agreed to pay, on each Distribution Date, to the Holder
      of
      the Class CE Certificates an aggregate amount equal to the excess, if any,
      of
      (i) the amount payable on such Distribution Date on the REMIC IV 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 CE Certificates shall be treated as having agreed to pay Net WAC
      Rate Carryover Amounts to the Holders of the Certificates (other than the Class
      CE, Class P and Residual Certificates) in accordance with the terms of this
      Agreement. Any payments to such 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 Class CE, Class P and 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 IV 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 Class P Certificates and
      Residual Certificates) shall be treated as representing not only ownership
      of a
      Regular Interest in REMIC IV, but also ownership of an interest in, and
      obligations with respect to, a notional principal contract.

     

    (h) For
      federal tax return and information reporting, the right of the holders of the
      Class 1-A-1 Certificates, Class 2-A-1-1 Certificates, Class 2-A-1-2 Underlying
      Interest, Class 2-A-1-3 Certificates, Class 2-A-1-4 Certificates, Class 2-A-1-5
      Certificates, Class 2-A-1-6 Underlying Interest, Class 2-A-1-7 Certificates
      and
      Mezzanine Certificates to receive payments from the Supplemental Interest Trust
      and the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall
      be
      assigned a value of $8,400,228.07.

     

    (i) Upon
      a
      Swap Early Termination with respect to a Certificate Swap Agreement other than
      in connection with the optional termination of the trust, 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 such Certificate 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
      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 Swap Agreement,
      and distribute such amount in accordance with the terms of this
      Agreement.

     

    (j) In
      the
      event that the Swap Provider fails to perform any of its obligations under
      a
      Certificate 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 such Certificate
      Swap
      Agreement) occurs with respect to the 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, in accordance with such Certificate
      Swap Agreement. 

     

    (k) In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to a Certificate 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 such Certificate 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 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.

     

     


    
      
        
        

      

      
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    SECTION
      5.08. Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Class 1-A-1 Certificate, Class
      2-A-1-1 Certificate, Class 2-A-1-2 Underlying Interest, Class 2-A-1-3
      Certificate, Class 2-A-1-4 Certificate, Class 2-A-1-5 Certificate, Class 2-A-1-6
      Underlying Interest, Class 2-A-1-7 Certificate or Mezzanine Certificate is
      deemed to own an undivided beneficial ownership interest in a REMIC Regular
      Interest and the right to receive payments from either the Reserve Fund or
      the
      Supplemental Interest Trust in respect of any Net WAC Rate Carryover Amounts
      or
      the obligation to make payments to the Supplemental Interest Trust. For federal
      income tax purposes, the Securities Administrator will account for payments
      to
      each Class 1-A-1 Certificate, Class 2-A-1-1 Certificate, Class 2-A-1-2
      Underlying Interest, Class 2-A-1-3 Certificate, Class 2-A-1-4 Certificate,
      Class
      2-A-1-5 Certificate, Class 2-A-1-6 Underlying Interest, Class 2-A-1-7
      Certificate or Mezzanine Certificate as follows: each Class 2-A-1-1 Certificate,
      Class 2-A-1-2 Underlying Interest, Class 2-A-1-3 Certificate, Class 2-A-1-4
      Certificate, Class 2-A-1-5 Certificate, Class 2-A-1-6 Underlying Interest,
      Class
      2-A-1-7 Certificate or Mezzanine Certificate will be treated as receiving their
      entire payment from REMIC IV (regardless of any Swap Termination Payment or
      obligation under a Certificate Swap Agreement) and subsequently paying their
      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 such Certificate 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 Offered Certificate. 

     

    The
      REMIC
      Regular Interest corresponding to a Class 1-A-1 Certificate, Class 2-A-1-1
      Certificate, Class 2-A-1-2 Underlying Interest, Class 2-A-1-3 Certificate,
      Class
      2-A-1-4 Certificate, Class 2-A-1-5 Certificate, Class 2-A-1-6 Underlying
      Interest, Class 2-A-1-7 Certificate or Mezzanine 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) the
      maximum interest rate of that REMIC regular interest will equal the Net WAC
      Pass-Through Rate computed for this purpose by limiting the aggregate Swap
      Notional Amounts of the Swap Agreements to the aggregate Stated Principal
      Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be
      treated as being payable solely from amounts otherwise payable to the Class
      CE
      Certificates. As a result of the foregoing, the amount of distributions and
      taxable income on the REMIC Regular Interest corresponding to a Class A
      Certificate or Mezzanine Certificate may exceed the actual amount of
      distributions on the Offered Certificate.

     

    SECTION
      5.09. Swap
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the related Certificate 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 Offered 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 2007-1,
      Mortgage Pass-Through Certificates.” 

     


    
      
        
        

      

      
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    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 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 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 the related
      Certificate Swap Credit Support Annex.

     

    Cash
      collateral posted by the Swap Provider in accordance with the related
      Certificate Swap Credit Support Annex shall be invested at the direction of
      the
      Swap Provider in Permitted Investments in accordance with the requirements
      of
      the related Certificate Swap Credit Support Annex. 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.


    


    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      related Certificate Swap Agreement) with respect to the Swap Provider or upon
      occurrence or designation of an Early Termination Date (as defined in the
      related Certificate 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 related Certificate Swap Credit Support Annex) that are then due, then
      any
      collateral posted by the Swap Provider in accordance with the related
      Certificate Swap Credit Support Annex shall be applied to the payment of any
      Obligations due to Party B (as defined in the related Certificate Swap
      Agreement) in accordance with the related Certificate Swap Credit Support Annex.
      Any excess amounts held in such Swap Collateral Account after payment of all
      amounts owing to Party B under the related Certificate Swap Agreement shall
      be
      withdrawn from the Swap Collateral Account and paid to the Swap Provider in
      accordance with the related Certificate Swap Credit Support Annex. 

     

    SECTION
      5.10. The
      Class
      2-A-1-2 Supplemental Interest Trust

     

    (a) The
      Depositor hereby directs the Class 2-A-1-2 Supplemental Interest Trustee, solely
      in its capacity as trustee of the Class 2-A-1-2 Supplemental Interest Trust,
      to
      enter into and execute the Class 2-A-1-2 Certificate Swap Agreement and make
      all
      representations and warranties contained therein on behalf of the Class 2-A-1-2
      Supplemental Interest Trust.

     

    (b) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account evidencing the Class 2-A-1-2 Supplemental
      Interest Trust. The Class 2-A-1-2 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 Class 2-A-1-2 Supplemental Interest Trust
      Trustee or of the Securities Administrator held pursuant to this Agreement.
      Amounts in the Class 2-A-1-2 Supplemental Interest Trust shall be held
      uninvested and shall be distributed in the amounts and in the order of priority
      described under in this Section. For federal income tax purposes, the Class
      2-A-1-2 Supplemental Interest Trust shall be owned by the Class 2-A-1-2
      Certificates.

     


    
      
        
        

      

      
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    (c) On
      the
      business day prior to each Distribution Date on or prior to the Class 2-A-1-2
      Certificate Swap Agreement Termination Date, the Securities Administrator,
      on
      behalf of the Class 2-A-1-2 Supplemental Interest Trust, shall distribute,
      from
      funds on deposit in the Class 2-A-1-2 Supplemental Interest Trust, the following
      amounts to the Class 2-A-1-2 Certificates in the following order of
      priority:

     

    (i) the
      amounts deposited in the Class 2-A-1-2 Supplemental Interest Trust by the Class
      2-A-1-2 Certificate Swap Provider under the Class 2-A-1-2 Certificate Swap
      Agreement;

     

    (ii) the
      amount of any principal distributions on the Class 2-A-1-2 Underlying Interest
      pursuant to Section 5.01(c)(5) and (6) of this Agreement; and

     

    (iii) any
      Allocated Realized Loss Amount related to the Class 2-A-1-2 Underlying Interest
      pursuant to Section 5.01(c)(7) of this Agreement.

     

    (d) On
      the
      business day prior to each Distribution Date on or prior to the Class 2-A-1-2
      Certificate Swap Agreement Termination Date, the Securities Administrator,
      on
      behalf of the Class 2-A-1-2 Supplemental Interest Trust, shall distribute,
      from
      funds on deposit in the Class 2-A-1-2 Supplemental Interest Trust, the following
      amounts to the Class 2-A-1-2 Certificate Swap Provider in the following order
      of
      priority:

     

    (i) the
      Senior Interest Distribution Amount paid to the Class 2-A-1-2 Underlying
      Interest pursuant to Section 5.01(c)(2) and (3) of this Agreement;
      and

     

    (ii) any
      Net
      WAC Rate Carryover Amount paid to the Class 2-A-1-2 Underlying Interest pursuant
      to Section 5.01(c)(7) of this Agreement.

     

    (e) On
      each
      Distribution Date after the Class 2-A-1-2 Certificate Swap Agreement Termination
      Date, the Securities Administrator, on behalf of the Class 2-A-1-2 Supplemental
      Trust, shall distribute, from funds on deposit in the Class 2-A-1-2 Supplemental
      Interest Trust, all amounts paid to the Class 2-A-1-2 Underlying Interest in
      respect of (i) interest pursuant to Section 5.01(c)(2) and (3) of this
      Agreement, (ii) principal pursuant to Section 5.01(c)(5) and (6) of this
      Agreement and (iii) Net Monthly Excess Cashflow pursuant to Section 5.01(c)(7)
      of this Agreement to the Class 2-A-1-2 Certificates.

     

    (f) The
      Class
      2-A-1-2 Supplemental Interest Trust constitutes a grantor trust within the
      meaning of subpart E, Part I of subchapter J of the Code and is not an asset
      of
      any REMIC. The Holders of the Class 2-A-1-2 Certificates shall be the beneficial
      owner of the Class 2-A-1-2 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 Class 2-A-1-2 Supplemental Interest Trust. The Securities
      Administrator shall, at the written direction of the majority of the Class
      2-A-1-2 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 2-A-1-2
      Certificateholders, all funds in the Class 2-A-1-2 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 Class
      2-A-1-2 Supplemental Interest Trust to the Holders of the Class 2-A-1-2
      Certificates.

     


    
      
        
        

      

      
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    (g) Upon
      a
      Swap Early Termination other than in connection with the optional termination
      of
      the trust, the Securities Administrator on behalf of the Class 2-A-1-2
      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 identical to the Class
      2-A-1-2 Certificate Swap Agreement, with a successor swap provider meeting
      all
      applicable eligibility requirements. If the Securities Administrator receives
      a
      Swap Termination Payment from the Class 2-A-1-2 Certificate 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. Any such Swap Termination Payment will be the
      only
      source of funds that may be used to enter into a replacement interest rate
      swap
      agreement. If the Securities Administrator is required to pay a Swap Termination
      Payment to the Class 2-A-1-2 Certificate 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. 

     

    (h) If
      the
      Securities Administrator is unable to appoint a successor swap provider within
      30 days of the Swap Early Termination, then the Securities Administrator will
      deposit any Swap Termination Payment received from the original Class 2-A-1-2
      Certificate Swap Provider into the Class 2-A-1-2 Supplemental Interest Trust
      and
      distribute such amount in accordance with the terms of this
      Agreement.

     

    (i) In
      the
      event that the Class 2-A-1-2 Certificate Swap Provider fails to perform any
      of
      its obligations under the Class 2-A-1-2 Certificate 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 2-A-1-2 Certificate Swap Agreement) occurs
      with respect to the Class 2-A-1-2 Swap Agreement, the Securities Administrator
      on behalf of the Class 2-A-1-2 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 Class 2-A-1-2 Supplemental Interest Trust, in accordance with
      the
      Class 2-A-1-2 Swap Agreement. 

     

    (j) In
      the
      event that the Class 2-A-1-2 Certificate Swap Provider’s obligations are
      guaranteed by a third party under a guaranty relating to the Class 2-A-1-2
      Certificate Swap Agreement (such guaranty the “Guaranty” and such third party
      the “Guarantor”), then to the extent that the Class 2-A-1-2 Certificate 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 2-A-1-2 Certificate Swap
      Agreement, the Securities Administrator on behalf of the Class 2-A-1-2
      Supplemental Interest Trust Trustee shall, as soon as practicable, but no later
      than two (2) business days after the Class 2-A-1-2 Certificate 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 Class 2-A-1-2 Certificate Swap Provider or
      any
      Guarantor of its obligations hereunder or pursuant to the Class 2-A-1-2
      Certificate 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.

     

     


    
      
        
        

      

      
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    SECTION
      5.11. Class
      2-A-1-2 Swap Credit Support Annex.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      custodian as defined under the Class 2-A-1-2 Swap Credit Support Annex (the
      “Class A-1 Swap Custodian”).

     

    On
      or
      before the Closing Date, the Class 2-A-1-2 Swap Custodian shall establish a
      collateral account (the “Class 2-A-1-2 Swap Collateral Account”). The Class
      2-A-1-2 Swap Collateral Account shall be held in the name of the Class 2-A-1-2
      Swap Custodian in trust for the benefit of the Holders of Class 2-A-1-2
      Certificates. The Class 2-A-1-2 Swap Collateral Account must be an Eligible
      Account and shall be entitled “MortgageIT Securities Corp. Mortgage Loan Trust,
      Series 2007-1, Class 2-A-1-2 Swap Collateral Account, Wells Fargo Bank, N.A.,
      as
      Class 2-A-1 Swap Custodian for the benefit of holders of MortgageIT Securities
      Corp. Mortgage Loan Trust, Series 2007-1, Class 2-A-1-2
      Certificates.”

     

    The
      Class
      2-A-1-2 Swap Custodian shall credit to the Class 2-A-1-2 Swap Collateral Account
      all collateral (whether in the form of cash or securities) posted by the Class
      2-A-1-2 Certificate Swap Provider to secure the obligations of the Class 2-A-1-2
      Certificate Swap Provider in accordance with the terms of the Class 2-A-1-2
      Certificate Swap Agreement. Except for investment earnings, the Class 2-A-1-2
      Certificate Swap Provider shall not have any legal, equitable or beneficial
      interest in the Class 2-A-1-2 Swap Collateral Account other than in accordance
      with this Agreement, the Class 2-A-1-2 Certificate Swap Agreement and applicable
      law. The Class 2-A-1-2 Swap Custodian shall maintain and apply all collateral
      and earnings thereon on deposit in the Class 2-A-1-2 Swap Collateral Account
      in
      accordance with Class 2-A-1-2 Swap Credit Support Annex.

     

    Cash
      collateral posted by the Class 2-A-1-2 Certificate Swap Provider in accordance
      with the Class 2-A-1-2 Swap Credit Support Annex shall be invested at the
      direction of the Class 2-A-1-2 Certificate Swap Provider in Permitted
      Investments in accordance with the requirements of the Class 2-A-1-2 Swap Credit
      Support Annex. All amounts earned on amounts on deposit in the Class 2-A-1-2
      Swap Collateral Account (whether cash collateral or securities) shall be for
      the
      account of and taxable to the Class 2-A-1-2 Certificate Swap Provider.
In
      the
      absence of written direction, such cash collateral shall remain
      uninvested.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Class 2-A-1-2 Certificate Swap Agreement) with respect to the Class 2-A-1-2
      Certificate Swap Provider or upon occurrence or designation of an Early
      Termination Date (as defined in the Class 2-A-1-2 Certificate Swap Agreement)
      as
      a result of any such Event of Default or Specified Condition with respect to
      the
      Class 2-A-1-2 Certificate Swap Provider, and, in either such case, unless the
      Class 2-A-1-2 Certificate Swap Provider has paid in full all of its Obligations
      (as defined in the Class 2-A-1-2 Swap Credit Support Annex) that are then due,
      then any collateral posted by the Class 2-A-1-2 Certificate Swap Provider in
      accordance with the Class 2-A-1-2 Swap Credit Support Annex shall be applied
      to
      the payment of any Obligations due to the Class 2-A-1-2 Supplemental Interest
      Trust in accordance with the Class 2-A-1-2 Swap Credit Support Annex. Any excess
      amounts held in such Class 2-A-1-2 Swap Collateral Account after payment of
      all
      amounts owing to the Class 2-A-1-2 Supplemental Interest Trust under the Class
      2-A-1-2 Certificate Swap Agreement shall be withdrawn from the Class 2-A-1-2
      Swap Collateral Account and paid to the Class 2-A-1-2 Certificate Swap Provider
      in accordance with the Class 2-A-1-2 Swap Credit Support Annex.

     

     


    
      
        
        

      

      
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    SECTION
      5.12. The
      Class
      2-A-1-6 Supplemental Interest Trust

     

    (a) The
      Depositor hereby directs the Class 2-A-1-6 Supplemental Interest Trustee, solely
      in its capacity as trustee of the Class 2-A-1-6 Supplemental Interest Trust,
      to
      enter into and execute the Class 2-A-1-6 Certificate Swap Agreement and make
      all
      representations and warranties contained therein on behalf of the Class 2-A-1-6
      Supplemental Interest Trust.

     

    (b) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account evidencing the Class 2-A-1-6 Supplemental
      Interest Trust. The Class 2-A-1-6 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 Supplemental Interest Trust Trustee or of the
      Securities Administrator held pursuant to this Agreement. Amounts in the Class
      2-A-1-6 Supplemental Interest Trust shall be held uninvested and shall be
      distributed in the amounts and in the order of priority described under in
      this
      Section. For federal income tax purposes, the Class 2-A-1-6 Supplemental
      Interest Trust shall be owned by the Class 2-A-1-6 Certificates.

     

    (c) On
      the
      business day prior to each Distribution Date on or prior to the Class 2-A-1-6
      Certificate Swap Agreement Termination Date, the Securities Administrator,
      on
      behalf of the Class 2-A-1-6 Supplemental Interest Trust, shall distribute,
      from
      funds on deposit in the Class 2-A-1-6 Supplemental Interest Trust, the following
      amounts to the Class 2-A-1-6 Certificates in the following order of
      priority:

     

    (i) the
      amounts deposited in the Class 2-A-1-6 Supplemental Interest Trust by the Class
      2-A-1-6 Certificate Swap Provider under the Class 2-A-1-6 Certificate Swap
      Agreement;

     

    (ii) the
      amount of any principal distributions on the Class 2-A-1-6 Underlying Interest
      pursuant to Section 5.01(c)(5) and (6) of this Agreement; and

     

    (iii) any
      Allocated Realized Loss Amount related to the Class 2-A-1-6 Underlying Interest
      pursuant to Section 5.01(c)(7) of this Agreement.

     

    (d) On
      the
      business day prior to each Distribution Date on or prior to the Class 2-A-1-6
      Certificate Swap Agreement Termination Date, the Securities Administrator,
      on
      behalf of the Class 2-A-1-6 Supplemental Interest Trust, shall distribute,
      from
      funds on deposit in the Class 2-A-1-6 Supplemental Interest Trust, the following
      amounts to the Class 2-A-1-6 Certificate Swap Provider in the following order
      of
      priority:

     


    
      
        
        

      

      
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    (i) the
      Senior Interest Distribution Amount paid to the Class 2-A-1-6 Underlying
      Interest pursuant to Section 5.01(c)(2) and (3) of this Agreement;
      and

     

    (ii) any
      Net
      WAC Rate Carryover Amount paid to the Class 2-A-1-6 Underlying Interest pursuant
      to Section 5.01(c)(7) of this Agreement.

     

    (e) On
      each
      Distribution Date after the Class 2-A-1-6 Certificate Swap Agreement Termination
      Date, the Securities Administrator, on behalf of the Class 2-A-1-6 Supplemental
      Trust, shall distribute, from funds on deposit in the Class 2-A-1-6 Supplemental
      Interest Trust, all amounts paid to the Class 2-A-1-6 Underlying Interest in
      respect of (i) interest pursuant to Section 5.01(c)(2) and (3) of this
      Agreement, (ii) principal pursuant to Section 5.01(c)(5) and (6) of this
      Agreement and (iii) Net Monthly Excess Cashflow pursuant to Section 5.01(c)(7)
      of this Agreement to the Class 2-A-1-6 Certificates.

     

    (f) The
      Class
      2-A-1-6 Supplemental Interest Trust constitutes a grantor trust within the
      meaning of subpart E, Part I of subchapter J of the Code and is not an asset
      of
      any REMIC. The Holders of the Class 2-A-1-6 Certificates shall be the beneficial
      owner of the Class 2-A-1-6 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 Class 2-A-1-6 Supplemental Interest Trust. The Securities
      Administrator shall, at the written direction of the majority of the Class
      2-A-1-6 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 2-A-1-6
      Certificateholders, all funds in the Class 2-A-1-6 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 Class
      2-A-1-6 Supplemental Interest Trust to the Holders of the Class 2-A-1-6
      Certificates.

     

    (g) Upon
      a
      Swap Early Termination other than in connection with the optional termination
      of
      the trust, the Securities Administrator on behalf of the Class 2-A-1-6
      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 identical to the Class
      2-A-1-6 Certificate Swap Agreement, with a successor swap provider meeting
      all
      applicable eligibility requirements. If the Securities Administrator receives
      a
      Swap Termination Payment from the Class 2-A-1-6 Certificate 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. Any such Swap Termination Payment will be the
      only
      source of funds that may be used to enter into a replacement interest rate
      swap
      agreement. If the Securities Administrator is required to pay a Swap Termination
      Payment to the Class 2-A-1-6 Certificate 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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    (h) If
      the
      Securities Administrator is unable to appoint a successor swap provider within
      30 days of the Swap Early Termination, then the Securities Administrator will
      deposit any Swap Termination Payment received from the original Class 2-A-1-6
      Certificate Swap Provider the Class 2-A-1-6 Supplemental Interest Trust and
      distribute such amount in accordance with the terms of this
      Agreement.

     

    (i) In
      the
      event that the Class 2-A-1-6 Certificate Swap Provider fails to perform any
      of
      its obligations under the Class 2-A-1-6 Certificate 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 2-A-1-6 Certificate Swap Agreement) occurs
      with respect to the Class 2-A-1-6 Swap Agreement, the Securities Administrator
      on behalf of the Class 2-A-1-6 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 Class 2-A-1-6 Supplemental Interest Trust, in accordance with
      the
      Class 2-A-1-6 Swap Agreement. 

     

    (j) In
      the
      event that the Class 2-A-1-6 Certificate Swap Provider’s obligations are
      guaranteed by a third party under a guaranty relating to the Class 2-A-1-6
      Certificate Swap Agreement (such guaranty the “Guaranty” and such third party
      the “Guarantor”), then to the extent that the Class 2-A-1-6 Certificate 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 2-A-1-6 Certificate Swap
      Agreement, the Securities Administrator on behalf of the Class 2-A-1-6
      Supplemental Interest Trust Trustee shall, as soon as practicable, but no later
      than two (2) business days after the Class 2-A-1-6 Certificate 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 Class 2-A-1-6 Certificate Swap Provider or
      any
      Guarantor of its obligations hereunder or pursuant to the Class 2-A-1-6
      Certificate 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
      5.13. Class
      2-A-1-6 Swap Credit Support Annex.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      custodian as defined under the Class 2-A-1-6 Swap Credit Support Annex (the
      “Class A-1 Swap Custodian”).

     

    On
      or
      before the Closing Date, the Class 2-A-1-6 Swap Custodian shall establish a
      collateral account (the “Class 2-A-1-6 Swap Collateral Account”). The Class
      2-A-1-6 Swap Collateral Account shall be held in the name of the Class 2-A-1-6
      Swap Custodian in trust for the benefit of the Holders of Class 2-A-1-6
      Certificates. The Class 2-A-1-6 Swap Collateral Account must be an Eligible
      Account and shall be entitled “MortgageIT Securities Corp. Mortgage Loan Trust,
      Series 2007-1, Class 2-A-1-6 Swap Collateral Account, Wells Fargo Bank, N.A.,
      as
      Class 2-A-1 Swap Custodian for the benefit of holders of MortgageIT Securities
      Corp. Mortgage Loan Trust, Series 2007-1, Class 2-A-1-6
      Certificates.”

     


    
      
        
        

      

      
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    The
      Class
      2-A-1-6 Swap Custodian shall credit to the Class 2-A-1-6 Swap Collateral Account
      all collateral (whether in the form of cash or securities) posted by the Class
      2-A-1-6 Certificate Swap Provider to secure the obligations of the Class 2-A-1-6
      Certificate Swap Provider in accordance with the terms of the Class 2-A-1-6
      Certificate Swap Agreement. Except for investment earnings, the Class 2-A-1-6
      Certificate Swap Provider shall not have any legal, equitable or beneficial
      interest in the Class 2-A-1-6 Swap Collateral Account other than in accordance
      with this Agreement, the Class 2-A-1-6 Certificate Swap Agreement and applicable
      law. The Class 2-A-1-6 Swap Custodian shall maintain and apply all collateral
      and earnings thereon on deposit in the Class 2-A-1-6 Swap Collateral Account
      in
      accordance with Class 2-A-1-6 Swap Credit Support Annex.

     

    Cash
      collateral posted by the Class 2-A-1-6 Certificate Swap Provider in accordance
      with the Class 2-A-1-6 Swap Credit Support Annex shall be invested at the
      direction of the Class 2-A-1-6 Certificate Swap Provider in Permitted
      Investments in accordance with the requirements of the Class 2-A-1-6 Swap Credit
      Support Annex. All amounts earned on amounts on deposit in the Class 2-A-1-6
      Swap Collateral Account (whether cash collateral or securities) shall be for
      the
      account of and taxable to the Class 2-A-1-6 Certificate Swap Provider. In the
      absence of written direction, such cash collateral shall remain
      uninvested.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Class 2-A-1-6 Certificate Swap Agreement) with respect to the Class 2-A-1-6
      Certificate Swap Provider or upon occurrence or designation of an Early
      Termination Date (as defined in the Class 2-A-1-6 Certificate Swap Agreement)
      as
      a result of any such Event of Default or Specified Condition with respect to
      the
      Class 2-A-1-6 Certificate Swap Provider, and, in either such case, unless the
      Class 2-A-1-6 Certificate Swap Provider has paid in full all of its Obligations
      (as defined in the Class 2-A-1-6 Swap Credit Support Annex) that are then due,
      then any collateral posted by the Class 2-A-1-6 Certificate Swap Provider in
      accordance with the Class 2-A-1-6 Swap Credit Support Annex shall be applied
      to
      the payment of any Obligations due to the Class 2-A-1-6 Supplemental Interest
      Trust in accordance with the Class 2-A-1-6 Swap Credit Support Annex. Any excess
      amounts held in such Class 2-A-1-6 Swap Collateral Account after payment of
      all
      amounts owing to the Class 2-A-1-6 Supplemental Interest Trust under the Class
      2-A-1-6 Certificate Swap Agreement shall be withdrawn from the Class 2-A-1-6
      Swap Collateral Account and paid to the Class 2-A-1-6 Certificate Swap Provider
      in accordance with the Class 2-A-1-6 Swap Credit Support Annex.

     

    SECTION
      5.14. Grantor
      Trust Reporting.

     

    (a) The
      parties intend that the Class 2-A-1-2 Supplemental Interest Trust shall
      constitute, and that the affairs of the Class 2-A-1-2 Supplemental Interest
      Trust shall be conducted so as to qualify such portion as, a “grantor trust”
under subpart E, Part I of subchapter J of the Code, and the provisions hereof
      shall be interpreted consistently with this intention. 

     

    (b) The
      parties intend that the Class 2-A-1-6 Supplemental Interest Trust shall
      constitute, and that the affairs of the Class 2-A-1-6 Supplemental Interest
      Trust shall be conducted so as to qualify such portion as, a “grantor trust”
under subpart E, Part I of subchapter J of the Code, and the provisions hereof
      shall be interpreted consistently with this intention. 

     


    
      
        
        

      

      
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    (c) Each
      of
      the Class 2-A-1-2 Supplemental Interest Trust and the Class 2-A-1-6 Supplemental
      Interest Trust is a WHFIT that is a NMWHFIT. The Securities Administrator will
      report as required under the WHFIT Regulations to the extent such information
      as
      is reasonably necessary to enable the Securities Administrator to do so is
      provided to the Securities Administrator on a timely basis. The Securities
      Administrator shall assume that the Depository is the only “middleman” (as such
      term is defined in the WHFIT Regulations) with respect to the Class 2-A-1-2
      Certificates and the Class 2-A-1-6 Certificates unless the Depositor provides
      the Securities Administrator with the identities of other “middlemen” with
      respect to the Class 2-A-1-2 Certificates and the Class 2-A-1-6 Certificates.
      The Securities Administrator will not be liable for any tax reporting penalties
      that may arise under the WHFIT Regulations as a result of the Depositor
      incorrectly determining the status of the grantor trust as a WHFIT or failing
      to
      identify whether or not each grantor trust is a WHFIT.

     

    (d) The
      Securities Administrator, in its discretion, will report required WHFIT
      information using either the cash or accrual method, except to the extent the
      WHFIT Regulations specifically require a different method. The Securities
      Administrator will be under no obligation to determine whether any Class 2-A-1-2
      Certificateholder or Class 2-A-1-6 Certificateholder uses the cash or accrual
      method. The Securities Administrator will make available WHFIT information
      to
      Class 2-A-1-2 Certificateholders and Class 2-A-1-6 Certificateholders annually.
      In addition, the Securities Administrator will not be responsible or liable
      for
      providing subsequently amended, revised or updated information to any Class
      2-A-1-2 Certificateholder or Class 2-A-1-6 Certificateholder, unless requested
      by the Class 2-A-1-2 Certificateholder or Class 2-A-1-6
      Certificateholder.

     

    (e) The
      Securities Administrator shall not be liable for failure to meet the reporting
      requirements of the WHFIT Regulations nor for any penalties thereunder if such
      failure is due to: (i) the lack of reasonably necessary information being
      provided to the Securities Administrator, (ii) incomplete, inaccurate or
      untimely information being provided to the Securities Administrator or (iii)
      the
      inability of the Securities Administrator, after good faith efforts, to alter
      its existing information reporting systems to capture information necessary
      to
      fully comply with the WHFIT Regulations for the 2007 calendar year. Absent
      receipt of information regarding any sale of the Class 2-A-1-2 Certificates
      or
      the Class 2-A-1-6 Certificates, including the price, amount of proceeds and
      date
      of sale, such information as received from the beneficial owner thereof or
      the
      Depositor, the Securities Administrator may assume there is no secondary market
      trading of WHFIT interests.

     

    (f) To
      the
      extent required by the WHFIT Regulations, the Securities Administrator will
      use
      reasonable efforts to publish on an appropriate website the CUSIPs for the
      Class
      2-A-1-2 Certificates and Class 2-A-1-6 Certificates that represent ownership
      of
      a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The
      Securities Administrator will not publish any associated Reg S CUSIPs. The
      Securities Administrator will make reasonable good faith efforts to keep the
      website accurate and updated to the extent CUSIPs have been received. Absent
      the
      receipt of a CUSIP, the Securities Administrator will use a reasonable
      identifier number in lieu of a CUSIP. The Securities Administrator will not
      be
      liable for investor reporting delays that result from the receipt of inaccurate
      or untimely CUSIP information.

     


    
      
        
        

      

      
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    (g) The
      Securities Administrator shall have no obligation to monitor whether a grantor
      trust has become a WHFIT following the Closing Date, and shall report under
      the
      WHFIT Regulations only to the extent it receives written notice of the
      same.

     

    (h) The
      Securities Administrator shall be entitled to additional reasonable compensation
      for changes in reporting required in respect of the WHFIT Regulations that
      arise
      as a result of (i) the failure of the Depositor to timely inform the Securities
      Administrator of the designation of a grantor trust as a WHFIT, (ii) a grantor
      trust becoming a WHFIT after the Closing Date (if compensation is not already
      provided for this contingency) or (iii) a change in the WHFIT Regulations or
      a
      change in interpretation of the WHFIT Regulations by the IRS or the Depositor
      or
      its counsel, if such change requires, in the Securities Administrator’s sole
      discretion, a material increase in the Securities Administrator’s reporting
      obligations in respect of the related grantor trust.

     

    


     


    
      
        
        

      

      
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    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    SECTION
      6.01. The
      Certificates.

     

    (a) The
      Certificates (other than the Class 2-A-1-2 Certificates and Class 2-A-1-6
      Certificates), the Class 2-A-1-2 Underlying Interest and the Class 2-A-1-6
      Underlying Interest in the aggregate will represent the entire beneficial
      ownership interest in the Mortgage Loans and all other assets included in REMIC
      I, REMIC II, REMIC III and REMIC IV. The Class 2-A-1-2 Certificates will
      represent the entire beneficial ownership interest in the Class 2-A-1-2
      Supplemental Interest Trust and the Class 2-A-1-6 Certificates will represent
      the entire beneficial ownership interest in the Class 2-A-1-6 Supplemental
      Interest Trust.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-6 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 Mezzanine 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
      Class
      CE Certificates initially offered and sold in offshore transactions in reliance
      on Regulation S shall be issued in the form of a temporary global certificate
      in
      definitive, fully registered form (each, a “Regulation S Temporary Global
      Certificate”), which shall be deposited with the Securities Administrator or an
      agent of the Securities Administrator as custodian for the Depository and
      registered in the name of Cede & Co. as nominee of the Depository for the
      account of designated agents holding on behalf of Euroclear or Clearstream.
      Beneficial interests in each Regulation S Temporary Global Certificate may
      be
      held only through Euroclear or Clearstream; provided, however, that such
      interests may be exchanged for interests in a Definitive Certificate in
      accordance with the requirements described in Section 6.02. After the expiration
      of the Release Date, a beneficial interest in a Regulation S Temporary Global
      Certificate may be exchanged for a beneficial interest in the related permanent
      global certificate of the same Class (each, a “Regulation S Permanent Global
      Certificate”), in accordance with the procedures set forth in Section 6.02. Each
      Regulation S Permanent Global Certificate shall be deposited with the Securities
      Administrator or an agent of the Securities Administrator as custodian for
      the
      Depository and registered in the name of Cede & Co. as nominee of the
      Depository.

     

    The
      Class
      CE Certificates and Class P Certificates offered and sold to QIBs in reliance
      on
      Rule 144A will be issued in the form of Definitive Certificates.

     

    (d) 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.

     


    
      
        
        

      

      
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    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 (other than a Holder of a Regulation S Temporary Global
      Certificate) 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.

     

    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 Class CE Certificate, Class P Certificate or 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.


     


    
      
        
        

      

      
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    In
      the
      event that such a transfer of a Class CE Certificate or Class P 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, (iii) if such transfer is purportedly being made in
      reliance on Regulation S, a written certification from the prospective
      transferee, substantially in the form attached hereto as Exhibit B-2 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. 

     

    A
      holder
      of a beneficial interest in a Regulation S Temporary Global Certificate must
      provide Euroclear or Clearstream, as the case may be, with a certificate in
      the
      form of Annex A to Exhibit B-2 hereto certifying that the beneficial owner
      of
      the interest in such Global Certificate is not a U.S. Person (as defined in
      Regulation S), and Euroclear or Clearstream, as the case may be, must provide
      to
      the Securities Administrator a certificate in the form of Exhibit B-2 hereto
      prior to (i) the payment of interest or principal with respect to such holder’s
      beneficial interest in the Regulation S Temporary Global Certificate and (ii)
      any exchange of such beneficial interest for a beneficial interest in a
      Regulation S Permanent Global Certificate.

     

    In
      the
      event that such a transfer of a Class CE Certificate or Class P 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, (iii) if such transfer is purportedly being made in
      reliance on Regulation S, a written certification from the prospective
      transferee, substantially in the form attached hereto as Exhibit B-2 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. 

     

    A
      holder
      of a beneficial interest in a Regulation S Temporary Global Certificate must
      provide Euroclear or Clearstream, as the case may be, with a certificate in
      the
      form of Annex A to Exhibit B-2 hereto certifying that the beneficial owner
      of
      the interest in such Global Certificate is not a U.S. Person (as defined in
      Regulation S), and Euroclear or Clearstream, as the case may be, must provide
      to
      the Trustee and Securities Administrator a certificate in the form of Exhibit
      B-2 hereto prior to (i) the payment of interest or principal with respect to
      such holder’s beneficial interest in the Regulation S Temporary Global
      Certificate and (ii) any exchange of such beneficial interest for a beneficial
      interest in a Regulation S Permanent Global Certificate.

     


    
      
        
        

      

      
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    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 Class CE Certificate, Class P Certificate or 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 Offered Certificate or any interest therein shall be deemed to have
      represented, by virtue of its acquisition or holding of the 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”) 84-14 (for transactions by
      independent “qualified professional asset managers”), 91-38 (for transactions by
      bank collective investment funds), 90-1 (for transactions by insurance company
      pooled separate accounts), 95-60 (for transactions by insurance company general
      accounts) or 96-23 (for transactions effected by “in-house asset
      managers”).  In addition, for so long as the Class 2-A-1-2 or Class 2-A-1-6
      Certificate Swap Agreement is in existence, each beneficial owner of a
      Class  2-A-1-2 or Class 2-A-1-6 Certificate (or interest therein),
      respectively, shall be deemed, by virtue of its acquisition or holding of such
      Offered Certificate or interest therein, to have made the representation in
      the
      preceding sentence.

     

    Each
      Transferee of a Mezzanine 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) 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 Dominion Bond Rating
      Service, Inc. (known as 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) (i)
      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-4) 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-4)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    (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.”

     


    
      
        
        

      

      
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    (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.

     

    (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.

     


    
      
        
        

      

      
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    (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 and the NIMS Insurer 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 and the NIMS Insurer, 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 9.1 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 four separate
      certificates, each representing such holder's respective Percentage Interest
      in
      the Class R-I Interest, the Class R-II Interest, the Class R-III Interest and
      the Class R-IV Interest, respectively, in each case that was evidenced by the
      Class R Certificate being exchanged.

     


    
      
        
        

      

      
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    (g) No
      transfer of any Class CE Certificate shall be made unless the proposed
      transferee of such Class CE Certificate (1) provides to the Securities
      Administrator the appropriate tax certification forms that would eliminate
      any
      withholding or deduction for taxes from amounts payable by the Swap Provider
      to
      the Securities Administrator pursuant to the Certificate Swap Agreements (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), together with any applicable attachments) and (2)
      agrees to update such forms (a) upon expiration of any such form, (b) as
      required under then applicable U.S. Treasury regulations and (c) promptly upon
      learning that any such form has become obsolete or incorrect, each as a
      condition to such transfer so long as they are in physical form. In addition,
      no
      transfer of any Class CE Certificate shall be made if such transfer would cause
      the Reserve Fund or the Supplemental Interest Trust to be beneficially owned
      by
      two or more persons for federal income tax purposes, or continue to be so
      treated, unless (i) each proposed transferee of such Class CE Certificate
      complies with the foregoing conditions, (ii) the proposed majority holder of
      the
      Class CE Certificates (or each holder, if there is or would be no majority
      holder) (A) provides, or causes to be provided, on behalf of the Reserve Fund
      and the Supplemental Interest Trust, if applicable, the appropriate tax
      certification form that would be required from the Reserve Fund and the
      Supplemental Interest Trust to eliminate any withholding or deduction for taxes
      from amounts payable by the Swap Provider to the Securities Administrator
      pursuant to the Certificate Swap Agreements (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),
      together with any applicable attachments) and (B) agrees to update such forms
      (x) upon expiration of any such form, (y) as required under then applicable
      U.S.
      Treasury regulations and (z) promptly upon learning that any such form has
      become obsolete or incorrect. If, under applicable U.S. Treasury regulations,
      such tax certification form may only be signed by a trustee acting on behalf
      of
      the Reserve Fund or the Supplemental Interest Trust, then the Securities
      Administrator, the Trustee or the Supplemental Interest Trust Trustee, as
      appropriate, shall sign such certification form if so requested by a holder
      of
      the Class CE Certificates. Upon receipt of any tax certification form pursuant
      to the preceding conditions from a proposed transferee of any Class CE
      Certificate, the Securities Administrator shall forward each tax certification
      form attributable to the Swap Agreement to the Swap Provider so long as the
      Securities Administrator is permitted to provide such tax certification form.
      Each holder of a Class CE Certificate and each transferee thereof shall be
      deemed to have consented to the Securities Administrator forwarding to the
      Swap
      Provider any tax certification form it has provided and updated in accordance
      with these transfer restrictions. Any purported sales or transfers of any Class
      CE Certificate to a transferee which does not comply with the requirements
      of
      this paragraph shall be deemed null and void under this Agreement. In the event
      that the Securities Administrator is unable to provide a tax certification
      pursuant to this paragraph, it shall immediately notify the Depositor and the
      Swap Provider.

     

    (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.

     


    
      
        
        

      

      
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    (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 NIMS Insurer,
      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.

     

    SECTION
      6.05. Certain
      Available Information.

     

    On
      or
      prior to the date of the first sale of any Class CE Certificate, Class P
      Certificate or 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 Class CE Certificate, Class P Certificate
      or 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,
      the NIMS Insurer or any of the directors, officers, employees or agents of
      the
      Depositor, the Servicer, the NIMS Insurer 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, the NIMS Insurer 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:

     


    
      
        
        

      

      
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    (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;

     

    (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
      the NIMS Insurer); and (c) shall execute and deliver to the Trustee an
      agreement, in form and substance reasonably satisfactory to the Trustee and
      the
      NIMS Insurer, 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, the Trustee and the NIMS Insurer; 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,
      and
      as to the collection of any Prepayment Charges with respect to the 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.

     


    
      
        
        

      

      
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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 NIMS Insurer or 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.

     

    If
      a
      Servicer Event of Default described in clauses (i) through (vi) or (viii) of
      this Section 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 or at the direction of the NIMS
      Insurer, 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
      Servicer under this Agreement, to the extent permitted by law, and in and to
      the
      Mortgage Loans and the proceeds thereof. If a Servicer Event of Default
      described in clause (vii) hereof 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 Servicer under this Agreement and in and to the Mortgage Loans
      and
      the proceeds thereof. Subject to Section 8.02, on or after the receipt by the
      defaulting Servicer of such written notice, all authority and power of the
      defaulting Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
      or otherwise, 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 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 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 Trustee with all documents and records requested by it to enable
      it
      to assume the defaulting Servicer’s functions under this Agreement, and to
      cooperate with the Master Servicer 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
      Trustee 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 Collection
      Account held by or on behalf of the defaulting 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 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, 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 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
      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 Trustee to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the Master Servicer 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

     

    (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

     


    
      
        
        

      

      
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    (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.

     

    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 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.

     


    
      
        
        

      

      
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    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.

     

    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.


     

     


    
      
        
        

      

      
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    SECTION
      8.02. Master
      Servicer to Act; Appointment of Successor.

     

    (a) Subject
      to the following paragraph, on and after the time the Servicer receives a notice
      of termination, the Trustee (or other successor servicer appointed by the
      Trustee) shall be the successor in all respects to the Servicer in its capacity
      as the Servicer 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 or other
      successor servicer appointed by the Trustee (except for any representations
      or
      warranties of the Servicer under this Agreement the responsibilities, duties
      and
      liabilities contained in Section 2.03 of this Agreement and the obligation
      of the Servicer 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 Servicer’s obligations to make P&I
      Advances pursuant to Section 5.03 of this Agreement; provided, however,
      that if the Trustee or other successor servicer is prohibited by law or
      regulation from obligating itself to make advances regarding delinquent mortgage
      loans, then the Trustee or other successor servicer shall not be obligated
      to
      make P&I Advances pursuant to Section 5.03 of this Agreement; and
      provided further, that 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 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.

     

    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.

     


    
      
        
        

      

      
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    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee or the Master
      Servicer be liable for any Servicing Fee or Master Servicing Fee, as applicable,
      or for any differential in the amount of the Servicing Fee or Master Servicing
      Fee, as applicable, or paid hereunder 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 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 the 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.

     

    (2) No
      appointment of a successor to the Servicer under this Agreement shall be
      effective until the assumption by the successor of all of the 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 Servicer
      as
      such hereunder. 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 the Servicer under this
      Agreement, the Master Servicer shall act in such capacity as hereinabove
      provided.

     

     


    
      
        
        

      

      
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    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 and the NIMS
      Insurer.

     

    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.

     

    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;

     


    
      
        
        

      

      
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    (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 NIMS Insurer or 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;

     

    (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 or the NIMS
      Insurer, pursuant to the provisions of this Agreement, unless such
      Certificateholders or the NIMS Insurer, as applicable, 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;

     


    
      
        
        

      

      
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    (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 NIMS Insurer or 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;

     

    (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; 

     


    
      
        
        

      

      
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    (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.

     

    (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 each Certificate Swap Agreement and the Interest Rate Floor
      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. 

     

    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 each Certificate
      Swap Agreement and the Interest Rate Floor 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 each Certificate Swap
      Agreement and the Interest Rate Floor Agreement.

     


    
      
        
        

      

      
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    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 Certificate Swap
      Agreements and the Interest Rate Floor 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 Certificate Swap Agreements and the Interest Rate Floor
      Agreement.

     

    (d) The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Class 2-A-1-2 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 Class 2-A-1-2 Supplemental Interest Trust
      Trustee, as described herein. The Class 2-A-1-2 Supplemental Interest Trust
      Trustee is hereby directed to execute and deliver the Class 2-A-1-2 Certificate
      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 Class 2-A-1-2 Supplemental Interest Trust
      Trustee on behalf of Party B (as defined therein) and not in its individual
      capacity. 

     

    The
      Sponsor, the Servicer, the Depositor and the Class 2-A-1-2 Certificateholders
      (by acceptance of their Certificates) acknowledge and agree that:

     

    (i) the
      Class
      2-A-1-2 Supplemental Interest Trust Trustee shall execute and deliver the Class
      2-A-1-2 Certificate Swap Agreement on behalf of Party B (as defined therein),
      

     

    (ii) the
      Class
      2-A-1-2 Supplemental Interest Trust Trustee shall exercise the rights, perform
      the obligations, and make the representations of Party B thereunder, solely
      in
      its capacity as Class 2-A-1-2 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 2-A-1-2
      Certificate 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 Class 2-A-1-2 Supplemental Interest Trust Trustee, of the Class
      2-A-1-2 Certificate 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 2-A-1-2 Certificate Swap Agreement.

     

    (e) The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Class 2-A-1-6 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 Class 2-A-1-6 Supplemental Interest Trust
      Trustee, as described herein. The Class 2-A-1-6 Supplemental Interest Trust
      Trustee is hereby directed to execute and deliver the Class 2-A-1-6 Certificate
      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 Class 2-A-1-6 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 Class 2-A-1-6 Certificateholders
      (by acceptance of their Certificates) acknowledge and agree that:

     

    (i) the
      Class
      2-A-1-6 Supplemental Interest Trust Trustee shall execute and deliver the Class
      2-A-1-6 Certificate Swap Agreement on behalf of Party B (as defined therein),
      

     

    (ii) the
      Class
      2-A-1-6 Supplemental Interest Trust Trustee shall exercise the rights, perform
      the obligations, and make the representations of Party B thereunder, solely
      in
      its capacity as Class 2-A-1-6 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 2-A-1-6
      Certificate 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 Class 2-A-1-6 Supplemental Interest Trust Trustee, of the Class
      2-A-1-6 Certificate 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 2-A-1-6 Certificate Swap Agreement.

     

    (f) 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, the Class 2-A-1-2 Certificate
      Swap
      Provider or the Class 2-A-1-6 Certificate 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 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, Custodians 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 Certificate Swap Agreements, the Class 2-A-1-2
      Certificate Swap Agreement and the Class 2-A-1-6 Certificate 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.

     

     


    
      
        
        

      

      
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    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 NIMS Insurer and
      to
      the Certificateholders. Upon receiving such notice of resignation, the Depositor
      shall promptly appoint a successor trustee or successor securities administrator
      acceptable to the NIMS Insurer 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.

     

    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 or the NIMS Insurer may remove
      the Trustee or the Securities Administrator, as applicable and the Depositor
      shall appoint a successor trustee or successor securities administrator, as
      applicable, acceptable to the NIMS Insurer 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 (or the
      NIMS Insurer upon the failure of the Trustee to perform its obligations
      hereunder)may at any time remove the Trustee or the Securities Administrator
      and
      appoint a successor trustee or successor securities administrator acceptable
      to
      the NIMS Insurer 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.

     


    
      
        
        

      

      
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    Any
      Person appointed as successor trustee pursuant to Section 9.07 shall also be
      required to serve as successor supplemental interest trust trustee.

     

    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.

     

    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.

     

     


    
      
        
        

      

      
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    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. Any such co-trustee or separate trustee shall be subject to the
      written approval of the NIMS Insurer. If the NIMS Insurer shall not have joined
      in such appointment within 15 days after the receipt by it of a request to
      do
      so, the Trustee alone shall have the power to make such appointment. 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.

     

    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 and a copy thereof given to
      the
      NIMS Insurer.

     


    
      
        
        

      

      
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    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.

     

    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.

     


    
      
        
        

      

      
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    (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, REMIC III 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 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
      Holders of the Class CE Certificates

     


    
      
        
        

      

      
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    (c) In
      connection with any optional termination, four Business Days prior to the final
      Distribution Date specified in the notice required pursuant to Section 10.01(f),
      the Securities Administrator shall, no later than 4:00 pm New York City time
      on
      such day, request in writing (in accordance with the applicable provision of
      the
      Swap Agreement and by phone from the Swap Provider the amount of the Estimated
      Swap Termination Payment (as defined in the Swap Agreement). The Swap Provider
      shall, no later than 2:00 pm on the following Business Day, notify in writing
      (which may be done in electronic format) the Securities Administrator of the
      amount of the Estimated Swap Termination Payment; the Securities Administrator
      shall promptly on the same day notify the Master Servicer of the amount of
      the
      Estimated Swap Termination Payment.

     

    (d) Two
      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 (other than
      the
      Swap Termination Payment) and the Estimated Swap Termination Payment, 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
      (other than the Swap Termination Payment) and the Estimated Swap Termination
      Payment and (b) that all other requirements of the optional termination have
      been met. Upon the Securities Administrator’s providing the notice described in
      the preceding sentence, the optional termination shall become irrevocable,
      the
      notice to Certificateholders of such optional termination provided pursuant
      to
      the Section 10.01(f) shall become unrescindable, the Swap Provider shall
      determine the Swap Termination Payment in accordance with the Swap Agreement,
      and the Swap Provider shall provide to the Securities Administrator written
      notice of the amount of the Swap Termination Payment not later than one Business
      Day prior to the final Distribution Date specified in the notice required
      pursuant to Section 10.01(f).

     

    (e) In
      connection with any optional termination, only an amount equal to the
      Termination Price less any Swap Termination Payment shall be made available
      for
      distribution to the Regular Certificates. Any Estimated Swap Termination Payment
      deposited into the Distribution Account by the Master Servicer shall be
      withdrawn by the Securities Administrator from the Distribution Account on
      the
      related final Distribution Date and distributed as follows: (i) to the
      Supplemental Interest Trust for payment to the Swap Provider in accordance
      with
      Section 5.07, an amount equal to the Swap Termination Payment calculated
      pursuant to the Swap Agreement, provided that in no event shall the amount
      distributed to the Swap Provider in respect of the Swap Termination Payment
      exceed the Estimated Swap Termination Payment, and (ii) to the Master Servicer
      an amount equal to the excess, if any, of the Estimated Swap Termination Payment
      over the Swap Termination Payment. The Swap Termination Payment shall not be
      part of any REMIC and shall not be paid into any account which is part of any
      REMIC.

     


    
      
        
        

      

      
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    (f) 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.

     

    (g) 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.

     

     


    
      
        
        

      

      
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    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

     

    (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.

     


    
      
        
        

      

      
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    (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. For the purposes of the REMIC election in
      respect of REMIC III, the REMIC III Regular Interests 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 Class A Certificates, the
      Mezzanine Certificates, the Class P Certificates, the Class IO Interest and
      the
      Class CE Certificates (exclusive of any right to receive payments from or
      obligation to make payments to the Reserve Fund, the Supplemental Interest
      Trust, the Class 2-A-1-2 Supplemental Interest Trust or the Class 2-A-1-6
      Supplemental Interest Trust) shall be designated as the Regular Interests in
      REMIC IV and the Class R-IV Interest shall be designated as the Residual
      Interests in REMIC IV. 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,
      REMIC III Regular Interests, 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.

     


    
      
        
        

      

      
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    (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.

     

    (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, the NIMS Insurer 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
      and the NIMS Insurer (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 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, the NIMS Insurer 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 and the
      NIMS
      Insurer, 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, the NIMS Insurer 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, the Class 2-A-1-2 Certificate Swap Provider or Class 2-A-1-6
      Certificate 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, Class 2-A-1-2 Certificate Swap Provider and Class
      2-A-1-6 Certificate 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 NIMS Insurer 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., 2007-1 (telecopy number:
      (410) 715-2380), or such other address or telecopy number as may hereafter
      be
      furnished to the Trustee, the Depositor, the NIMS Insurer 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 the Servicer, 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 NIMS Insurer,
      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. 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 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 and the NIMS Insurer.

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies and the NIMS Insurer with respect to each of the following of which
      a
      Responsible Officer has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Servicer Event of Default or Master Servicer Event of Default
      that has not been cured or waived;

     


    
      
        
        

      

      
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    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 and the NIMS Insurer 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; and to Moody’s Investors Service, Inc., 99 Church Street,
      New York, New York 10007, 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
      and
      any Pre-Funding 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.

     

     


    
      
        
        

      

      
        288

        
          

        

      

      
        
        

      

    


    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. 

     

     


    
      
        
        

      

      
        289

        
          

        

      

      
        
        

      

    


    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, Class 2-A-1-2 Certificate Swap Provider and Class 2-A-1-6 Certificate
      Swap Provider as Third Party Beneficiaries.

     

    The
      Swap
      Provider, Class 2-A-1-2 Certificate Swap Provider and Class 2-A-1-6 Certificate
      Swap Provider each
      shall be an express third-party beneficiary of this Agreement to the extent
      of
      its express rights to receive any payments under this Agreement or any
      other express
      rights of
      the
Swap
      Provider, Class 2-A-1-2 Certificate Swap Provider and Class 2-A-1-6 Certificate
      Swap Provider explicitly
      stated in this Agreement,
      and
      shall have the right to enforce such rights under this Agreement as if it were
      a
      party hereto.

     


    
      
        
        

      

      
        290

        
          

        

      

      
        
        

      

    


    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 W.
      Naidus                     


    Name:
      Doug W. Naidus

    Title:
      President

     

    By:
      /s/ Bob
      Gula                                   


    Name:
      Bob
      Gula

    Title:
      Chief Financial Officer

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    as
      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/ Susan
      Valenti                           


    Name:
      Susan Valenti

    Title:
      Director

     

    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 and General Counsel

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF New York

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF New York

            	
              )

            
	 	 


    

    


    On
      the 30th day of May 2007, before me, a notary public in and for said State,
      personally appeared Robert Gula known to me to be a Treasurer 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.

     

     

    /s/
      Robert Lopena 

    Notary
      Public

     

    [Notarial
      Seal]     My
      commission expires December 2, 2009

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF New York

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF New York

            	
              )

            
	 	 


    

    


    On
      the 30th day of May 2007, before me, a notary public in and for said State,
      personally appeared Doug Naidus known to me to be a President 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.

     

    
      
         

        /s/
          Robert Lopena 

        Notary
          Public

         

      

      [Notarial
        Seal]     My
        commission expires December 2, 2009

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Maryland

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Howard

            	
              )

            
	 	 


    

    


    On
      the 31st day of May 2007, before me, a notary public in and for said State,
      personally appeared Stacey M. Taylor known to me to be a Vice
      President 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.

     

    
      
         

        /s/
          Darron C. Woodus

        Notary
          Public

         

      

      [Notarial
        Seal]     My
        commission expires December 6, 2008

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Maryland

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF Frederick

            	
              )

            
	 	 


    

    


    On
      the 30th day of May 2007, before me, a notary public in and for said State,
      personally appeared Laurie McGoogan known to me to be a Vice
      President 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.

     

    
      
        
           

          /s/
            Kathryn E. Curtis

          Notary
            Public

           

        

        [Notarial
          Seal]     My
          commission expires November 29, 2009

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF New York

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF New York

            	
              )

            
	 	 


    

    


    On
      the 31st day of May 2007, before me, a notary public in and for said State,
      personally appeared Elena Zheng known to me to be
      a Assistant Vice President 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.

     

    
      
         

        /s/
          Audrey H. Zabriskie

        Notary
          Public

         

      

      [Notarial
        Seal]     My
        commission expires 1/16/2011

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS [1][2]-A-[1-][1][3][4][5][7] 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 RELATED 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.

     

    


     


    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-1, Class [1][2]-A-[1-][1][3][4][5][7]

            	 	
              Aggregate
                Certificate Principal Balance of the Class [1][2]-A-[1-][1][3][4][5][7]
                Certificates as of the Issue Date: $_____________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $____________

            
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: May 1,
                2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: June 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                __

            	 	
              Issue
                Date: May 31, 2007

            
	 	 	
              CUSIP:
                ________________

            


    

    


    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-1

    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,
      adjustable-rate and hybrid adjustable 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 [1][2]-A-[1-][1][3][4][5][7]
      Certificates as of the Issue Date) in that certain beneficial ownership interest
      evidenced by all of the Class [1][2]-A-[1-][1][3][4][5][7] 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
      [1][2]-A-[1-][1][3][4][5][7] 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
      [1][2]-A-[1-][1][3][4][5][7] 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
      [1][2]-A-[1-][1][3][4][5][7] 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 equal
      to
      the lesser of (i) One-Month LIBOR plus [_____]%, in the case of each
      Distribution Date through and including 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 sum of (a)
      the
      aggregate principal balance of the Mortgage Loans as of the Cut-off Date and
      (b)
      the Original Pre-Funded Amount, or One-Month LIBOR plus [_____]%, in the case
      of
      any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through
      Rate 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 Certificate Swap Agreements and
      the
      Interest Rate Floor 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 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 related 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.

     

    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 sum of (i) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date and (ii) the
      Original Pre-Funded Amount.

    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    

     

    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 [1][2]-A-[1-][1][3][4][5][7] 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 2-A-1-[2][6]
      CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP
      OF 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 BOTH THE CLASS 2-A-1-[2][6] CERTIFICATE SWAP AGREEMENT
      AND
      THE SUPPLEMENTAL INTEREST TRUST THAT HOLDS THE CERTIFICATE SWAP AGREEMENTS,
      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.

     

    


     


    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-1, Class 2-A-1-[2][6]

            	 	
              Aggregate
                Certificate Principal Balance of the Class 2-A-1-[2][6] Certificates
                as of
                the Issue Date: $_____________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $____________

            
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: May 1,
                2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: June 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                __

            	 	
              Issue
                Date: May 31, 2007

            
	 	 	
              CUSIP:
                ________________

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    


    evidencing
      a beneficial ownership interest in the distributions allocable to the
Class
      2-A-1-[2][6]
      Certificates with respect to the Class 2-A-1-[2][6] Supplemental
      Interest Trust
      (the “Supplemental Interest Trust”) consisting primarily of the Class
      2-A-1-[2][6] underlying interest and the Class 2-A-1-[2][6] Certificate Swap
      Agreement
      (the
“Assets”) formed 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.
      NONE OF THIS CERTIFICATE, THE CLASS 2-A-1-[2][6] UNDERLYING INTEREST AND THE
      CLASS 2-A-1-[2][6] CERTIFICATE SWAP AGREEMENT 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 2-A-1-[2][6] Certificates as of
      the
      Issue Date) in that certain beneficial ownership interest evidenced by all
      of
      the Class 2-A-1-[2][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-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 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 2-A-1-[2][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 2-A-1-[2][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 2-A-1-[2][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 be a rate per annum equal
      to
(i)
      One-Month LIBOR plus [_____]%, in the case of each Distribution Date through
      and
      including 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 sum of (a) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date and (b) the Original Pre-Funded Amount,
      or
One-Month
      LIBOR plus [_____]%,
      in the
      case of any Distribution Date thereafter;
      provided, however, that in the event that payments are not made under the Class
      2-A-1-[2][6] Certificate Swap Agreement or if the Class
      2-A-1-[2][6] Certificate Swap Agreement has been terminated, the Pass-Through
      Rate on this Certificate will be equal to the
      Pass-Through Rate on the Class 2-A-1-[2][6] Underlying Interest. The
      Pass-Through Rate on the Class 2-A-1-[2][6] Underlying Interest shall be equal
      to the lesser of (i) One-Month LIBOR plus [_____]%, in the case of each
      Distribution Date through and including 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 sum of (a)
      the
      aggregate principal balance of the Mortgage Loans as of the Cut-off Date and
      (b)
      the Original Pre-Funded Amount, or One-Month LIBOR plus [_____]%, in the case
      of
      any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through
      Rate for such Distribution Date.

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

     

    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 amounts on deposit
      in
      the Class 2-A-1-[2][6] Supplemental Interest Trust, 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 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.

    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    

     

    Prior
      to
      the termination of both the Class 2-A-1-[2][6] Certificate Swap Agreement and
      the supplemental interest trust that holds the Certificate Swap Agreements,
      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.

     

    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 sum of (i) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date and (ii) the
      Original Pre-Funded Amount.

     

    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-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 2-A-1-[2][6] 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 M-[1][2][3][4][5][6][7][8][9] 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 M-1
      CERTIFICATES [,/AND] CLASS M-2 CERTIFICATES[,/AND] CLASS M-3 CERTIFICATES
      [,/AND] CLASS M-4 CERTIFICATES [,/AND] CLASS M-5 CERTIFICATES [,/AND] CLASS
      M-6
      CERTIFICATES [,/AND] CLASS M-7 CERTIFICATES [AND] CLASS M-8 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-3-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-1, Class M-[1][2][3][4][5][6][7][8][9]

            	 	
              Aggregate
                Certificate Principal Balance of the Class M-[1][2][3][4][5][6][7][8][9]
                Certificates as of the Issue Date: $______________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $______________

            
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date: May 1, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: June 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.___

            	 	
              Issue
                Date: May 31, 2007

            
	 	 	
              CUSIP:_________________

            


    

    


    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-1

    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,
      adjustable-rate and hybrid adjustable 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
      M-[1][2][3][4][5][6][7][8][9] Certificates as of the Issue Date) in that certain
      beneficial ownership interest evidenced by all of the Class
      M-[1][2][3][4][5][6][7][8][9] 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-3-2

        
          

        

      

      
        
        

      

    

     

    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
      M-[1][2][3][4][5][6][7][8][9] 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
      M-[1][2][3][4][5][6][7][8][9] 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
      M-[1][2][3][4][5][6][7][8][9] 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 lesser of (i) One-Month LIBOR plus [____]%, in the case of each
      Distribution Date through and including 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 sum of (a)
      the
      aggregate principal balance of the Mortgage Loans as of the Cut-off Date and
      (b)
      the Original Pre-Funded Amount, or One-Month LIBOR plus [____]%, in the case
      of
      any Distribution Date thereafter and (ii) the applicable Net WAC Pass-Through
      Rate 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 Swap Agreement and the Interest Rate Floor 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-3-3

        
          

        

      

      
        
        

      

    

     

    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 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.

     

    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-3-4

        
          

        

      

      
        
        

      

    

     

    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 sum of (i) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date and (ii) the
      Original Pre-Funded Amount.

     

    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-3-5

        
          

        

      

      
        
        

      

    


    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 M-[1][2][3][4][5][6][7][8][9] Certificates referred to in
      the
      within-mentioned Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        A-3-6

        
          

        

      

      
        
        

      

    


    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-3-7

        
          

        

      

      
        
        

      

    


    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-3-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS CE 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”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT AND
      COMPLIES WITH SECTION 6.02(g) OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    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-4-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-1, Class CE

            	 	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the Issue
                Date: $_____________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $_________________

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: May 1,
                2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: June 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No.
                __

            	 	
              Issue
                Date: May 31, 2007

            


    

    


    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-1

    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,
      adjustable-rate and hybrid adjustable 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
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class CE Certificates as of the Issue
      Date)
      in that certain beneficial ownership interest evidenced by all of the Class
      CE
      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.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Notional Amount (as
      defined in the Agreement) hereof at a per annum rate equal to the applicable
      Pass-Through Rate as set forth in the Agreement. 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 CE Certificates on such Distribution
      Date pursuant to the Agreement.

    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

    

     

    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 CE 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 CE 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 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 respecting 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 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-4-3

        
          

        

      

      
        
        

      

    

     

    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.

     

    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 Regulation S 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-2, (iii) 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 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(c) of the Agreement.

     

    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 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.

    
      
        
        

      

      
        A-4-4

        
          

        

      

      
        
        

      

    

     

    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 sum of (i) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date and (ii) the
      Original Pre-Funded Amount.

     

    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-4-5

        
          

        

      

      
        
        

      

    


    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 CE Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    


    
      
        
        

      

      
        A-4-6

        
          

        

      

      
        
        

      

    


    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-4-7

        
          

        

      

      
        
        

      

    


    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-4-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS P 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”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT REFERRED
      TO HEREIN.

     

    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-5-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-1, Class P

            	 	
              Aggregate
                Certificate Principal Balance of the Class P Certificates as of the
                Issue
                Date: $100.00

            
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: May 1,
                2007

            	 	
              Denomination:
                $100.00

            
	
              First
                Distribution Date: June 25, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              No.
                __

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	
              Issue
                Date: May 31, 2007

            


    

    


    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-1

    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,
      adjustable-rate and hybrid adjustable 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 (obtained by dividing the denomination of this Certificate by the
      aggregate Certificate Principal Balance of the Class P Certificates as of the
      Issue Date) in that certain beneficial ownership interest evidenced by all
      of
      the Class P 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-5-2

        
          

        

      

      
        
        

      

    

     

    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 P 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 P 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 P 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 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 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-5-3

        
          

        

      

      
        
        

      

    

     

    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.

     

    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 Regulation S 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-2, (iii) 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
      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(c) of the Agreement.

     

    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 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.

    
      
        
        

      

      
        A-5-4

        
          

        

      

      
        
        

      

    

     

    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 sum of (i) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date and (ii) the
      Original Pre-Funded Amount.

     

    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-5-5

        
          

        

      

      
        
        

      

    


    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 P Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        A-5-6

        
          

        

      

      
        
        

      

    


    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-5-7

        
          

        

      

      
        
        

      

    


    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-5-8

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A-6

     

    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-6-1

        
          

        

      

      
        
        

      

    

     

    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-6-2

        
          

        

      

      
        
        

      

    


    


    
      	
              Series
                2007-1, 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: May 1, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	
              First
                Distribution Date: June 25, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              No
                __

            	 	
              Issue
                Date: May 31, 2007

            


    

    


    MORTGAGEIT
      SECURITIES CORP. MORTGAGE LOAN TRUST, SERIES 2007-1

    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,
      adjustable-rate and hybrid adjustable 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-6-3

        
          

        

      

      
        
        

      

    

     

    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 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-6-4

        
          

        

      

      
        
        

      

    

     

    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-6-5

        
          

        

      

      
        
        

      

    

     

    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 sum of (i) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date and (ii) the
      Original Pre-Funded Amount.

    
      
        
        

      

      
        A-6-6

        
          

        

      

      
        
        

      

    

     

    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-6-7

        
          

        

      

      
        
        

      

    


    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-6-8

        
          

        

      

      
        
        

      

    


    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-6-9

        
          

        

      

      
        
        

      

    


    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-6-10

        
          

        

      

      
        
        

      

    



    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 2007-1

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
                Certificates

              [Class
                CE,] [Class P] and [Class 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 May 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 2007-1

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-1

              Mortgage
                Pass-Through Certificates 

              [Class
                CE,] [Class P] and [Class 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 or (b) 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.

     


    
      
        
        

      

      
        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
      May 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 2007-1

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
                Certificates, Class CE Certificates and/or Class P
                Certificates     

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
      as of May 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
      [CE][P] 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;

     

    (e) the
      Transferee is not a U.S. Person, as defined in Regulation S under the Securities
      Act;

     


    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    


    (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 2007-1

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-1 

              Mortgage
                Pass-Through Certificates, 

              [Class
                CE,] [Class P] and [Class 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 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.

     

    
      	 	 	 	 	 	 	 	
              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 2007-1

     

    
      	 	
              Re:

            	
              MortgageIT
                Securities Corp. Mortgage Loan Trust, Series 2007-1 

              Mortgage
                Pass-Through Certificates, 

              [Class
                CE,] [Class P] and [Class 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
      May 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) has provided the Securities
      Administrator with an Opinion of Counsel on which the Depositor, the Master
      Servicer, the Securities Administrator, the Trustee, Wells Fargo, GMAC and
      Countrywide Home Loans Servicing LP (“Countrywide”; 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.

     

    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 2007-1 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 Class CE 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 Class CE 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 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.

     


    
      
        
        

      

      
        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

    


    BACK-UP
      CERTIFICATION

    


    
      	
              Re:

            	
              __________
                (the “Trust”)

            


    

     

    
      	 	
              Mortgage
                Pass-Through Certificates, Series
                2007-1

            


    

     

    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
      May 31, 2007, 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

     

    (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.


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in [the Pooling and Servicing Agreement (the “Agreement”), dated as of
      May 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
      Amended and Restated Servicing Agreement].

     

    


     

    


     

    
      	
              Date:

            	 	 


    

     

    
      	 	 
	
              [Signature]

            	 
	 	 
	
              [Title]

            	 


    

    


    


    



    
      
        
        

      

      
        C-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
      May 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 May 31, 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 Criteria1 

    


    
      	
              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

        
          

        

      

      
        
        

      

    

     

    This
      is a
      Mortgage Loan Purchase Agreement (this “Agreement”), dated May 31, 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
      Swap
      Agreements (as hereinafter defined) and the Interest Rate Floor 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, and the Subsequent Mortgage Loans transferred to it pursuant to one
      or
      more Subsequent Mortgage Loan Purchase Agreements, 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 2007-1 Mortgage Pass-Through Certificates (the
      “Certificates”). The Certificates will consist of twenty (20) classes of
      certificates. The Certificates will be issued pursuant to a Pooling and
      Servicing Agreement, dated as of May 1, 2007 (the “Pooling and Servicing
      Agreement”), among the Purchaser as depositor, Wells Fargo Bank, N.A. as master
      servicer (the “Master Servicer”) and as securities administrator, Wells Fargo
      Bank, N.A. as servicer (“Wells”) and HSBC Bank USA, National Association as
      trustee (the “Trustee”). The Purchaser will sell the Class 1-A-1, Class 2-A-1-1,
      Class 2-A-1-2, Class 2-A-1-3, Class 2-A-1-4, Class 2-A-1-5, Class 2-A-1-6,
      Class
      2-A-1-7, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
      Class
      M-7, Class M-8 and Class M-9 Certificates (the “Offered Certificates”) to
      Deutsche Bank Securities Inc. (“DBSI”), pursuant to the Underwriting Agreement,
      dated as of May 30, 2007, and the Terms Agreement, dated May 30, 2007, each
      between the Purchaser and DBSI. The Seller will sell the Class CE, Class P
      and
      Class R Certificates to DBSI pursuant to a Bill of Sale, dated May 31, 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 May 31, 2007 (the
      “Closing Date”), (a) certain conventional, one- to four-family, fixed-rate,
      adjustable-rate, and hybrid adjustable-rate first lien, residential mortgage
      loans (the “Mortgage Loans”), having an aggregate principal balance as of the
      close of business on May 1, 2007 (the “Cut-off Date”) of approximately
      $1,106,232,095.28 (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, including the right to any Prepayment Charges payable by the related
      Mortgagors in connection with any Principal Prepayments on the Mortgage Loans,
      but excluding the rights to the servicing of the Mortgage Loans, which are
      owned
      by the Servicer (the “Servicing Rights”) and (b) all of the Seller’s right,
      title and interest in and to (i) the Swap Agreements between Deutsche Bank
      AG
      New York Branch (“DBAG”) and the Trustee, as trustee of MortgageIT Securities
      Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through Certificates
      dated as of May 31, 2007 (the “Certificate Swap Agreements”), relating to the
      Offered Certificates, (ii) the Class 2-A-1-2 Certificate Swap Agreement between
      DBAG and the Trustee, as trustee of MortgageIT Securities Corp. Mortgage Loan
      Trust, Series 2007-1 Mortgage Pass-Through Certificates dated as of May 31,
      2007
      (the “Class 2-A-1-2 Certificate Swap Agreement”), relating to the Class 2-A-1-2
      Certificates, (iii) the Class 2-A-1-6 Certificate Swap Agreement between DBAG
      and the Trustee, as trustee of MortgageIT Securities Corp. Mortgage Loan Trust,
      Series 2007-1 Mortgage Pass-Through Certificates dated as of May 31, 2007 (the
      “Class 2-A-1-6 Certificate Swap Agreement”, together with the Certificate Swap
      Agreements and the Class 2-A-1-2 Certificate Swap Agreement, the “Swap
      Agreements”), relating to the Class 2-A-1-6 Certificates and (iv) the Interest
      Rate Floor Agreement between Swiss Re Financial Products Corporation and the
      Trustee, as trustee of MortgageIT Securities Corp. Mortgage Loan Trust, Series
      2007-1 Mortgage Pass-Through Certificates dated as of May 31, 2007 (the
“Interest Rate Floor Agreement”), relating to the Offered Certificates (other
      than the Class 2-A-1-2 Certificates and Class 2-A-1-6 Certificates), the Class
      2-A-1-2 Underlying Interest, the Class 2-A-1-6 Underlying Interest and the
      Class
      CE 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, including the Prepayment Charges. 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, the Swap Agreements and the Interest
      Rate
      Floor 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 CE, Class P and Class R Certificates (collectively the
“DB
      Certificates”). The DB 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, the Swap Agreements
      and
      the Interest Rate Floor Agreement, together with its rights under this
      Agreement, to the Trustee for the benefit of the
      Certificateholders.

     

    ________________

    
      	*	
              Please
                contact the Mortgage Loan Seller for this
                information.

            


    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    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, including the related Prepayment Charges, the Swap
      Agreements and the Interest Rate Floor 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:

     

    (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 or second lien on the
      Mortgaged Property represented therein as a fee interest vested in the
      Mortgagor;

     


    
      
        
        

      

      
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    (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.

     

    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 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 the Servicer 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.

     


    
      
        
        

      

      
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    (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.

     

    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;

     


    
      
        
        

      

      
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    (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;

     

    (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;

     


    
      
        
        

      

      
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    (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) The
      information set forth in the applicable part of the Closing Schedule relating
      to
      the existence of a Prepayment Charge is complete, true and correct in all
      material respects at the date or dates respecting which such information is
      furnished and each Prepayment Charge is permissible and enforceable in
      accordance with its terms upon the mortgagor’s full and voluntary principal
      prepayment under applicable law, except to the extent that: (1) the
      enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights; (2) the
      collectability thereof may be limited due to acceleration in connection with
      a
      foreclosure or other involuntary prepayment; or (3) subsequent changes in
      applicable law may limit or prohibit enforceability thereof under applicable
      law. 

     

    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;

     


    
      
        
        

      

      
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    (v) Each
      Mortgage Loan and the related Prepayment Charge 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;

     

    (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;

     


    
      
        
        

      

      
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    (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;

     

    (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;

     


    
      
        
        

      

      
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    (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;

     

    (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.);

     


    
      
        
        

      

      
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    (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;

     

    (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;

     


    
      
        
        

      

      
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    (xxxvii) The
      Mortgage Interest Rate with respect to the Mortgage Loans is subject to
      adjustment at the time and in the amounts as are set forth in the related
      Mortgage Note;

     

    (xxxviii) No
      Mortgage Loan contains a provision whereby the Mortgagor can convert a Mortgage
      Loan into a fixed rate Mortgage Loan;

     

    (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 (each as defined in Exhibit 3 hereto); 

     

    (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));

     

    (xliv) With
      respect to each Group I Mortgage Loan, no Mortgagor obtained a prepaid
      single-premium credit-life, credit disability, credit unemployment or credit
      property insurance policy in connection with the origination of such Group
      I
      Mortgage Loan;

     

    (xlv) With
      respect to any Group I Mortgage Loan that contains a provision permitting
      imposition of a penalty upon a prepayment prior to maturity: (a) such Group
      I
      Mortgage Loan provides some benefit to the Mortgagor (e.g., a rate or fee
      reduction) in exchange for accepting such prepayment penalty; (b) such Group
      I
      Mortgage Loan’s originator had a written policy of offering the Mortgagor, or
      requiring third-party brokers to offer the Mortgagor, the option of obtaining
      a
      mortgage loan that did not require payment of such a penalty; (c) the prepayment
      penalty was adequately disclosed to the Mortgagor pursuant to applicable state
      and federal law; (d) no Group I Mortgage Loan originated on or after October
      1,
      2002 will provide for prepayment penalties for a term in excess of three years
      and any Group I Mortgage Loans originated prior to such date will not provide
      for prepayment penalties for a term in excess of five years; in each case unless
      such Group I Mortgage Loan was modified to reduce the prepayment period to
      no
      more than three years from the date of the Mortgage Note and the Mortgagor
      was
      notified in writing of such reduction in prepayment period; and (e) such
      prepayment penalty shall not be imposed in any instance where the Group I
      Mortgage Loan is accelerated or paid off in connection with the workout of
      a
      delinquent Mortgage or due to the Mortgagor’s default, notwithstanding that the
      terms of such Group I Mortgage Loan or state or federal law might permit the
      imposition of such penalty;

     


    
      
        
        

      

      
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    (xlvi) The
      Servicer for each Group I Mortgage Loan has fully furnished, and will fully
      furnish, in accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information (i.e., favorable and unfavorable)
      on its borrower credit files to Equifax, Experian, and Trans Union Credit
      Information Company (three of the credit repositories), on a monthly
      basis;

     

    (xlvii) With
      respect to each Group I Mortgage Loan, the Mortgagor was not encouraged or
      required to select a mortgage loan product offered by the Group I Mortgage
      Loan's originator which is a higher cost product designed for less creditworthy
      borrowers, taking into account such facts as, without limitation, the Group
      I
      Mortgage Loan's requirements and the Mortgagor’s credit history, income, assets
      and liabilities. For a Mortgagor who seeks financing through a Group I Mortgage
      Loan originator’s higher-priced subprime lending channel, the Mortgagor was
      directed towards or offered the Group I Mortgage Loan originator’s standard
      mortgage line if the Mortgagor was able to qualify for one of the standard
      products;

     

    (xlviii) With
      respect to each Group I Mortgage Loan, the methodology used in underwriting
      the
      extension of credit for each Group I Mortgage Loan did not rely solely on the
      extent of the Mortgagor’s equity in the collateral as the principal determining
      factor in approving such extension of credit. With respect to each Group I
      Mortgage Loan, the methodology employed objective criteria such as the
      Mortgagor’s income, assets and liabilities, to the proposed mortgage payment
      and, based on such methodology, the Group I Mortgage Loan's originator made
      a
      reasonable determination that at the time of origination the Mortgagor had
      the
      ability to make timely payments on such Group I Mortgage Loan;

     

    (xlix) No
      Mortgagor under a Group I Mortgage Loan was charged “points and fees” in an
      amount greater than (a) $1,000 or (b) 5% of the principal amount of such Group
      I
      Mortgage Loan, whichever is greater. For purposes of this representation,
“points and fees” (x) include origination, underwriting, broker and finder’s
      fees and charges that the lender imposed as a condition of making such Group
      I
      Mortgage Loan, whether they were paid to the lender or a third party; and (y)
      exclude bona fide discount points, fees paid for actual services rendered in
      connection with the origination of the mortgage (such as attorney’s fees,
      notaries fees and fees paid for property appraisals, credit reports, surveys,
      title examinations and extracts, flood and tax certifications, and home
      inspections); the cost of mortgage insurance or credit-risk price adjustments;
      the costs of title, hazard, and flood insurance policies; state and local
      transfer taxes or fees; escrow deposits for the future payment of taxes and
      insurance premiums; and other miscellaneous fees and charges, which
      miscellaneous fees and charges, in total, do not exceed 0.25 percent of the
      loan
      amount;

     


    
      
        
        

      

      
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    (l) With
      respect to any Group I Mortgage Loan originated on or after August 1, 2004,
      neither the related Mortgage nor the related Mortgage Note requires the
      Mortgagor to submit to arbitration to resolve any dispute arising out of or
      relating in any way to the Mortgage Loan transaction; 

     

    (li) Each
      Group I Mortgage Loan is exclusively secured by single-family (1-4 unit)
      residential housing, and no Group I Mortgage Loan is secured by multifamily,
      commercial, industrial, agricultural or undeveloped property, or on any property
      located anywhere outside the continental United States, Alaska, Hawaii, Puerto
      Rico, the Virgin Islands or Guam;

     

    (lii) With
      respect to any Group I Mortgage Loans that are on manufactured housing, upon
      the
      origination of each such Group I Mortgage Loan the manufactured housing unit
      either: (i) will be the principal residence of the Mortgagor or (ii) will be
      classified as real property under applicable state law;

     

    (liii) No
      Group
      I Mortgage Loan is secured by a condominium unit that is part of a condominium
      development that operates as, or holds itself out to be, a condominium hotel
      (“condotel”), regardless of whether the unit itself is being used as a condotel
      unit;

     

    (liv) The
      original principal balance of each Group I Mortgage Loan which is secured by
      a
      first or second lien on the related Mortgaged Property is within Freddie Mac’s
      dollar amount limits for conforming one-to-four family mortgage loans. No Group
      I Mortgage Loan which is secured by a first lien has an original principal
      balance that exceeds the applicable Freddie Mac loan limit; and 

     

    (lv) With
      respect to any Group I Mortgage Loan for which the date of the related mortgage
      note is more than 1 year before the Closing Date, 

     

    (i) The
      Seller represents that it currently operates or actively participates in an
      on-going and active program or business (A) to originate mortgages, and/or
      (B)
      to make periodic purchases of mortgage loans from originators or other sellers,
      and/or (C) to issue and/or purchase securities or bonds supported by the
      mortgages, with a portion of the proceeds generated by such program or business
      being used to purchase or originate mortgages made to borrowers who
      are:

     

    (a)
      low-income families (families with incomes of 80% or less of area median income)
      living in low-income areas (a census tract or block numbering area in which
      the
      median income does not exceed 80 percent of the area median income)
      and/or

     


    
      
        
        

      

      
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    (b)
      very
      low-income families (families with incomes of 60% or less of area median
      income), and

     

    (lvi)  (ii)
      The
      Seller agrees that Freddie Mac for a period of two (2) years following the
      date
      of this Agreement may contact the Seller to confirm that it continues to operate
      or actively participate in the mortgage program or business and to obtain other
      nonproprietary information about the Seller’s activities that may assist Freddie
      Mac in completing its regulatory reporting requirements. The Seller will make
      reasonable efforts to provide such information to Freddie Mac.

     

    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), (xliii), (xliv), (xlv), (xlvi), (xlvii), (xlviii),
      (xlix), (l), (li), (lii), (liii), (liv) and (lv) 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.

     


    
      
        
        

      

      
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    (b) If
      the
      representation made by the Seller in Section 5(x) is breached, the Seller shall
      not have the right or obligation to cure, substitute or repurchase the affected
      Mortgage Loan but shall remit to the Servicer for deposit in the related
      Collection Account, prior to the next succeeding Servicer Remittance Date,
      the
      amount of the Prepayment Charge indicated on the applicable part of the Closing
      Schedule to be due from the Mortgagor in the circumstances less any amount
      collected and remitted to the Servicer for deposit into the Collection
      Account.

     

    (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, the Swap Agreements
      and
      the Interest Rate Floor 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;

            


    

     


    
      
        
        

      

      
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              (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

            


    

     

    
      	 	
              (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.

     


    
      
        
        

      

      
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    SECTION
      11. Servicing.
      The
      Mortgage Loans will be master serviced by the Master Servicer under the Pooling
      and Servicing Agreement, serviced by either Wells Fargo Bank, National
      Association (“Wells”) under the Pooling and Servicing Agreement or serviced by
GMAC
      Mortgage, LLC
      (“GMAC”),
      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.

     

    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.

     


    
      
        
        

      

      
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    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.

     

    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.

     


    
      
        
        

      

      
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    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,
      the Swap Agreements and the Interest Rate Floor Agreement by the Seller to
      the
      Purchaser as provided in Section 4 hereof be, and be construed as, a sale of
      the
      Mortgage Loans, the Swap Agreements and the Interest Rate Floor Agreement by
      the
      Seller to the Purchaser and not as a pledge of the Mortgage Loans, the Swap
      Agreements and the Interest Rate Floor 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,
      the Swap Agreements and the Interest Rate Floor 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, the Swap Agreements
      and the Interest Rate Floor 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, the Swap Agreements and the Interest Rate Floor Agreement and
      all amounts payable to the holders of the Mortgage Loans, the Swap Agreements
      and the Interest Rate Floor 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,
      the
      Swap Agreements and the Interest Rate Floor 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.

     


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    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]

     


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


    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/ Susan
      Valenti                           


    Name:
      Susan Valenti

    Its:
      Director

     

    MORTGAGEIT
      SECURITIES CORP.

    


    By:
      /s/ Doug W.
      Naidus                     


    Name:
      Doug W. Naidus

    Its:
      President

     

    By:
      /s/ Bob
      Gula                                   


    Name:
      Bob
      Gula

    Its:
      Chief Financial Officer

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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)

            	 	 	 	 
	
              (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)

            	 	 	 	 
	
              (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

            	 	 	 	 	 
	
              (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)

            	 	 	 	 
	
              (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

            	 	 	 	 	 	 	 
	
              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

            	 	 	 	 	 	 	 
	
              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.

            	 	 	 	 	 	 	 
	
              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

            	 	 	 	 
	
              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.

            	 	 	 	 	 	 	 
	
              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

            	 	 	 	 	 	 	 
	
              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

            	 	 	 	 	 	 	 
	
              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

            	 
	
              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

            	 	 	 	 
	
              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)

            	 	 
	
              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

            	 	 	 	 	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    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 2007-1 - 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-1

     

    CERTIFICATE
      SWAP I

     

    
    

    

    Deutsche
      Bank AG New York

    60
      Wall Street

    New
      York, NY 10005

    Telephone:
      212-250-5977

    Facsimilie:
      212-797-8826


    
      	 	 
	
              DATE:

            	
              May
                31, 2007 

            
	 	 
	
              TO:

            	
              HSBC
                Bank USA, National Association, not in its individual capacity, but
                solely
                as Supplemental Interest Trust Trustee for the Supplemental Interest
                Trust
                with respect to MortgageIT Securities Corp. Mortgage Loan Trust,
                Series
                2007-1 Mortgage Pass-Through Certificates (“Party
                B”)

            
	 	 
	
              ATTENTION:

            	
              HSBC
                BANK USA, National Association

            
	 	
              CTLA
                - Structured Finance 

            
	 	
              452
                Fifth Avenue

            
	 	
              Attn:
                Susie Moy

            
	 	
              New
                York, NY 10018

            
	 	 
	
              FROM:

            	
              Deutsche
                Bank AG,
                New York Branch 

            
	 	 
	
              ATTENTION:
                

            	
              New
                York Derivatives Documentation 

            
	
              TELEPHONE: 

            	
              1
                212 250 9425 

            
	
              FACSIMILE:
                 

            	
              1
                212 797 0779 

            
	
              EMAIL:
                 

            	
              NYderivative.documentation@db.com

            
	 	 
	
              OUR
                REFERENCE:

            	
              Global
                No. N614219N

            
	 	 
	
              RE:

            	
              Interest
                Rate Swap Transaction I

            


    

    


    The
      purpose of this long-form confirmation (“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 2007-1 Mortgage Pass-Through Certificates (the “Supplemental
      Interest Trust”)
      created under the Pooling and Servicing Agreement, dated as of May 1, 2007,
      among MortgageIT Securities Corp. as Depositor, Wells Fargo Bank, National
      Association as Servicer, Master Servicer and Securities Administrator and HSBC
      Bank USA, National Association as Trustee. This 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. This Confirmation constitutes a
“Confirmation”
      and also
      constitutes a “Schedule”
      as
      referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
      Annex to the Schedule. 


    


    
      	
              1.

            	
              This
                Confirmation 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 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. In the event
                of
                any inconsistency among any of the following documents, the relevant
                document first listed shall govern: (i) this Confirmation, exclusive
                of
                the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
                the
                provisions set forth in Item 3 hereof, which are incorporated by
                reference
                into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                and (v) the ISDA Master 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 provisions herein deemed
      incorporated in a 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. 

    

      
        	
                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 amount set forth for such
                period on
                Schedule I attached hereto. 

            


    

    


    
      	 	
              Trade
                Date:

            	
              May
                15, 2007

            


    

    


    
      	 	
              Effective
                Date:

            	
              June
                25, 2007

            


    

    


    
      	 	
              Termination
                Date:

            	
              June
                25, 2012, 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
                July 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.
                

            


    

    


    
      	 	
              Fixed
                Rate:

            	
              5.21%

            


    

    


    
      	 	
              Fixed
                Amount:

            	
              To
                be determined in accordance with the following formula:
                

            


    

    


    Scale
      Factor*Fixed Rate*Notional Amount*Fixed Rate Day Count Fraction

    


    Fixed
      Rate Day 

    
      	 	
              Count
                Fraction:

            	
              30/360

            


    

    
    

    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
                July 25, 2007 and ending on the Termination Date, subject to adjustment
                in
                accordance with the Business Day
                Convention.

            


    

    



    
      
        Global
          No. N614219N

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 Option:

            	
              USD-LIBOR-BBA

            


    

    


    
      	 	
              Floating
                Amount:

            	
              To
                be determined in accordance with the following formula:
                

            


      	 	 	 


      	 	 	
              Scale
                Factor*Floating Rate Option*Notional Amount*Floating Rate Day Count
                Fraction

            


    

     

    
      	 	
              Designated
                Maturity:

            	
              One
                month

            


    

    


    Floating
      Rate Day 

    
      	 	
              Count
                Fraction:

            	
              Actual/360

            


    

    


    
      	 	
              Scale
                Factor

            	
              250

            


    

    


    
      	 	
              Reset
                Dates:

            	
              The
                first day of each Calculation
                Period.

            


    

    


    
      	 	
              Compounding:

            	
              Inapplicable

            


    

    


    
      	 	
              Business
                Days:

            	
              New
                York

            


    

    


    
      	 	
              Business
                Day Convention:

            	
              Following

            


    

    


    
      	 	
              Calculation
                Agent:

            	
              Party
                A

            


    

     

    
      	
              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 Required Ratings
                Downgrade Event has occurred and been continuing for 30 or more Local
                Business Days and (B) such failure is not remedied on or before the
                third
                Local Business Day after notice of such failure is given to Party
                A.

            


    

    



    
      
        Global
          No. N614219N

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (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) of the Credit
                Support Annex; 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 Required Ratings Downgrade Event has
                occurred and been continuing for 30 or more Local Business Days and
                (B)
                such failure is not remedied on or before the third Local Business
                Day
                after notice of such failure is given to Party
                A.

            


    

    


    
      	 	
              (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:

    


    “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, the Eligible Guarantor.


    


    “Shareholders’
      Equity” means with respect to an entity, at any time, the sum (as shown in the
      most recent annual audited financial statements of such entity) of (i) its
      capital stock (including preferred stock) outstanding, taken at par value,
      (ii)
      its capital surplus and (iii) its retained earnings, minus (iv) treasury stock,
      each to be 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 except that the provisions of Section 5(a)(vii)(2), (6) (to
                the
                extent that such provisions refer to any appointment contemplated
                or
                effected by the Pooling and Servicing Agreement or any appointment
                to
                which Party B has not become subject), (7) and (9) will not apply
                to Party
                B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                is
                hereby amended by adding after the words “against it” the words
                “(excluding any proceeding or petition instituted or presented by
                Party A
                or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                (4) as amended, (5), (6) as amended, or
                (7)”.

            


    

    


    
      	 	
              (viii)

            	
              The
                “Merger
                Without Assumption”
                provisions of Section 5(a)(viii) will apply to Party A and will apply
                to
                Party B.

            


    

    


    (d)   Termination
      Events.


    
      
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    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.

            


    

    


    
      	
              (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, in the event 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 a Reference Market-maker that is 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 Reference Market-maker 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
                a Market Quotation for the relevant Terminated Transaction or group
                of
                Terminated Transactions is accepted by Party B so as to become legally
                binding on or before the day falling ten Local Business Days after
                the day
                on which the Early Termination Date is designated, or such later
                day as
                Party B may specify in writing to Party A, but in either case no
                later
                than one Local Business Day prior to the Early Termination Date (such
                day,
                the “Latest Settlement Amount Determination Day”), the Termination
                Currency Equivalent of the amount (whether positive or negative)
                of such
                Market Quotation; 

            


    


    
      
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              (b)

            	
              If,
                on the Latest Settlement Amount Determination Day, 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 made and remain capable of becoming legally binding upon acceptance,
                the Settlement Amount shall equal the Termination Currency Equivalent
                of
                the amount (whether positive or negative) of the lowest of such Market
                Quotations (for the avoidance of doubt, the lowest of such Market
                Quotations shall be the lowest Market Quotation of
                such Market Quotations
                expressed as a positive number or, if any of such Market Quotations
                is
                expressed as a negative number, the Market Quotation expressed as
                a
                negative number with the largest absolute value);
                or

            


    

    


    
      	 	
              (c)

            	
              If,
                on the Latest Settlement Amount Determination Day, 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 remains capable of becoming
                legally
                binding upon acceptance, the Settlement Amount shall equal 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 Latest Settlement
                Amount Determination Day.

            


    

    


    
      	 	
              (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-off against any amount payable by
      Party B under the immediately preceding clause (I).”

    


    
      	 	
              (E)

            	
              At
                any time on or before the Latest Settlement Amount Determination
                Day at
                which two or more Market Quotations from Approved Replacements remain
                capable of becoming legally binding upon acceptance, Party B shall
                be
                entitled to accept only the lowest of such Market Quotations (for
                the
                avoidance of doubt, the lowest of such Market Quotations shall be
                the
                lowest Market Quotation of such Market Quotations expressed as a
                positive
                number or, if any of such Market Quotations is expressed as a negative
                number, the Market Quotation expressed as a negative number with
                the
                largest absolute value).

            


    

    


    
      	 	
              (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).
                

            


    


    
      
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    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. 

    


     


    
      
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    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

            	
              A
                correct, complete and duly executed U.S. Internal Revenue Service
                Form
                W-8ECI or other applicable form (or successor thereto), together
                with
                appropriate attachments, 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

            	
              Party
                B will deliver at closing an original properly completed and executed
                United States Internal Revenue Service Form W-9 or other applicable
                form
                (or any successor thereto) 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, and
                may
                deliver other tax forms relating to 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)
                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.

            


    

    


    



    
      
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    (b) For
      the
      purpose of Section 4(a)(ii), other documents to be delivered (unless otherwise
      publicly available) 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, this 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, this 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, this 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 acceptable in form and substance to
                Party
                B

            	 	
              Upon
                the execution and delivery of this Agreement

            	
              No

            


    

    



    
      
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    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

    


    (For
      all
      purposes)

    

      Address
        for notices or communications to Party B: 

      


      
        	 	
                Address:

              	
                HSBC
                  BANK USA, National Association

                
                  CTLA
                    - Structured Finance 

                

              


      

      
        	 	
              	
                452
                  Fifth Avenue 

              


      

      
        	 	
              	
                New
                  York, NY  10018

              


      

      
        	 	
                Attention:

              	
                Susie
                  Moy

              


      

      
        	 	
                Tel:

              	
                212-525-1362

              


      

         


      with
        a
        copy to:

       

      
        
          	 	
                  Address:

                	
                  Wells
                    Fargo Bank, N.A.

                


        

        
          	 	 	
                  9062
                    Old Annapolis Road

                


        

        
          	 	 	
                  Columbia,
                    Maryland 21045 

                


        

        
          	 	
                  Attention:

                	
                  Client
                    Manager MortgageIT, Series 2007-1

                


        

        
          	 	
                  Tel:

                	
                  410-884-2000

                


        

        
          	 	
                  Fax:

                	
                  410-715-2380

                


          	 	 	 


        

      

      (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; neither
                Party A nor Party B has any Offices other than as set forth in the
                Notices
                Section and Party A agrees that, for purposes of Section 6(b) of
                this
                Agreement, it shall not in the future have any Office other than
                one in
                the United States.

            


    

    


    
      	
              (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.

            


    

     

     

    
      
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              (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 third party, reasonably
                acceptable to Party A, the cost for which shall be borne by Party
                A.

            


    

    


    (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, 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.
                The parties agree that 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).

            


    

    



    
      
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    Part
      5.  Others
      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.

            


    

     

    (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 regarding the Transaction (whether written or oral), 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.

            


    

     

    
      	 	
              (2)

            	
              Evaluation
                and Understanding. (i) It has the capacity to evaluate (internally
                or
                through independent professional advice) the 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. 

            


    


    
      
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              (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 by (i) deleting the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                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 1 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)

            	
              First
                Rating Trigger Collateral.
                If
                (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                occurred and been continuing for 30 or more Local Business Days and
                (B)
                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,
                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.
                If
                (A) a Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days and (B) (i) at least one Eligible
                Replacement has made a Firm Offer to be the transferee of all of
                Party A’s
                rights and obligations under this Agreement (and such Firm Offer
                remains
                an offer that will become legally binding upon such Eligible Replacement
                upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                has made
                a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                remains
                an offer that will become legally binding upon such Eligible Guarantor
                immediately upon acceptance by the offeree), 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. 

            


    

    


    
      	 	
              (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), 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.
                

            


    

    


    



    
      
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              (iv)

            	
              Failure
                to Comply with Regulation AB Requirements. If,
                upon the occurrence of a Disclosure Event (as defined in Part 5(e)
                below)
                Party A has not complied with any of the provisions set forth in
                clause
                (iii) of Part 5(e) below, 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.

            


      	 	 	 


      	 	(iv)	
              Optional Termination
                of
                Securitization.
                An Additional Termination Event shall occur upon the notice to
                Certificateholders of an Optional Termination becoming unrescindable
                in
                accordance with Article X of the Pooling and Servicing Agreement
                (such
                notice, the “Optional
                Termination Notice”).
                With respect to such Additional Termination Event: (A) Party B shall
                be
                the sole Affected Party; (B) notwithstanding anything to the contrary
                in
                Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                specified
                in the Optional Termination Notice is hereby designated as the Early
                Termination Date for this Additional Termination Event in respect
                of all
                Affected Transactions; (C) Section 2(a)(iii)(2) shall not be applicable
                to
                any Affected Transaction in
                connection with the Early Termination Date resulting from this Additional
                Termination Event; notwithstanding anything to the contrary in Section
                6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                2(e) in
                respect of the Terminated Transactions resulting from this Additional
                Termination Event will be required to be made through and including
                the
                Early Termination Date designated
                as a result of this Additional Termination Event; provided, for the
                avoidance of doubt, that any such payments or deliveries that are
                made on
                or prior to such Early Termination Date will not be treated as Unpaid
                Amounts in determining the amount payable in respect of such Early
                Termination Date; (D) notwithstanding anything to the contrary in
                Section
                6(d)(i), (I) if, no later than 4:00 pm New York City time on the
                day that
                is four Business Days prior to the final Distribution Date specified
                in
                the Optional Termination Notice, the Securities Administrator requests
                the
                amount of the Estimated Swap Termination Payment, Party A shall provide
                to
                the Securities Administrator in writing (which may be done in electronic
                format) the amount of the Estimated Swap Termination Payment no later
                than
                2:00 pm New York City time on the following Business Day and (II)
                if the
                Securities Administrator provides written notice (which may be done
                in
                electronic format) to Party A no later than two Business Days prior
                to the
                final Distribution Date specified in the Optional Termination Notice
                that
                all requirements of the Optional Termination have been met, then
                Party A
                shall, no later than one Business Day prior to the final Distribution
                Date
                specified in the Optional Termination Notice, make the calculations
                contemplated by Section 6(e) of the ISDA Master Agreement (as amended
                herein) and provide to the Securities Administrator in writing (which
                may
                be done in electronic format) the amount payable by either Party
                B or
                Party A in respect of the related Early Termination Date in
                connection with this Additional Termination Event; provided, however,
                that
                the amount payable by Party B, if any, in respect of the related
                Early
                Termination Date shall be the lesser of (x) the amount calculated
                to be
                due from Party B pursuant to Section 6(e) and (y) the Estimated Swap
                Termination Payment; and (E) notwithstanding anything to the contrary
                in
                this Agreement, any amount due from Party B to Party A in respect
                of this
                Additional Termination Event will be payable on the final Distribution
                Date specified in the Optional Termination Notice and any amount
                due from
                Party A to Party B in respect of this Additional Termination Event
                will be
                payable one Business Day prior to the final Distribution Date specified
                in
                the Optional Termination Notice. The Securities Administrator shall
                be an
                express third party beneficiary of this Agreement as if a party hereto
                to
                the extent of the Securities Administrator’s rights specified herein.
                

            


    

    
    

    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.
                In
                the event that no Relevant Entity has credit ratings at least equal
                to the
                Required Ratings Threshold, then Party A shall, as soon as reasonably
                practicable and so long as a Required Ratings Downgrade Event is
                in
                effect, at its own expense, using commercially reasonable efforts,
                procure
                either (A) a Permitted Transfer or (B) an Eligible
                Guarantee.

            


    

    


    (e)   Compliance
      with Regulation AB. 

    


    (i) Party
      A agrees and acknowledges that MortgageIT Securities Corp. (“Depositor”) is
      required under Regulation AB under the Securities Act of 1933, as amended,
      and
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
      (“Regulation AB”), to disclose certain financial information regarding Party A
      or its group of affiliated entities, if applicable, depending on the aggregate
      “significant percentage” of this Agreement and any other derivative contracts
      between Party A or its group of affiliated entities, if applicable, and
      Counterparty, as calculated from time to time in accordance with Item 1115
      of
      Regulation AB.


    
      
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    (ii) It
      shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business
      Day after the date hereof, Depositor requests from Party A the applicable
      financial information described in Item 1115 of Regulation AB (such request
      to
      be based on a reasonable determination by Depositor, in good faith, that such
      information is required under Regulation AB) (the “Swap Financial
      Disclosure”).

    


    (iii)
       Upon
      the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall
      (1)(a) either (i) provide to Depositor the current Swap Financial Disclosure
      in
      an EDGAR-compatible format (for example, such information may be provided in
      Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
      provide written consent to Depositor to incorporation by reference of such
      current Swap Financial Disclosure as is filed with the Securities and Exchange
      Commission in the Exchange Act Reports of Depositor, (b) if applicable, cause
      its outside accounting firm to provide its consent to filing or incorporation
      by
      reference in the Exchange Act Reports of Depositor of such accounting firm’s
      report relating to their audits of such current Swap Financial Disclosure,
      and
      (c) provide to Depositor any updated Swap Financial Disclosure with respect
      to
      Party A or any entity that consolidates Party A within five days of the release
      of any such updated Swap Financial Disclosure; (2) secure an Eligible
      Replacement, which entity complies with the requirements of Item 1115 of
      Regulation AB, including providing the information contemplated by Part
      5(e)(iii)(1) above, to enter a Replacement Transaction by way of a Permitted
      Transfer or (3) obtain an Eligible Guarantee of Party A’s obligations under this
      Agreement from an affiliate of Party A that is able to comply with the financial
      information disclosure requirements of Item 1115 of Regulation AB, including
      providing the information contemplated by Part 5(e)(iii)(1) above, such that
      disclosure provided in respect of the affiliate will satisfy any disclosure
      requirements applicable to Party A, and cause such affiliate to provide Swap
      Financial Disclosure. If permitted by Regulation AB, any required Swap Financial
      Disclosure may be provided by incorporation by reference from reports filed
      pursuant to the Exchange Act.

    


    (iv) Party
      A and the primary obligor under any Credit Support Document agree that, in
      the
      event that Party A provides Swap Financial Disclosure to Depositor in accordance
      with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial
      Disclosure to Depositor in accordance with Part 5(e)(iii)(c), Party A and such
      primary obligor will indemnify and hold harmless Depositor, its respective
      directors or officers and any person controlling Depositor, from and against
      any
      and all losses, claims, damages and liabilities caused by any untrue statement
      or alleged untrue statement of a material fact contained in such Swap Financial
      Disclosure or caused by any omission or alleged omission to state in such Swap
      Financial Disclosure a material fact, when considered in conjunction with any
      other information regarding Party A or the derivative instrument being written
      by Party A in the final prospectus for MortgageIT
      Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
      Certificates,
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not
      misleading.

    


    (v)
      Third Party Beneficiary. Depositor shall be an express third party beneficiary
      of this Agreement as if a party hereto to the extent of Depositor’s rights
      explicitly specified herein.

       



    
      	
              (f)

            	
              Transfers. 

            


    

     

    (i)    Section
      7
      is hereby amended to read in its entirety as follows:

     

    “Except
      with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
      and Part 5(e), or the succeeding sentence, neither Party A nor Party B is
      permitted to assign, novate or transfer (whether by way of security or
      otherwise) as a whole or in part any of its rights, obligations or interests
      under the Agreement or any Transaction 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. At any time at which no Relevant Entity has
      credit ratings at least equal to the Approved Ratings Threshold, Party A may
      make a Permitted Transfer.” 

     

    
      	 	
              (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.
                

            


    

     

     

    
      
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              (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 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 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 Swap Rating Agency has been given 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 Swap Rating
                Agencies
                has been provided prior written notice of the same and such amendment
                satisfies the Rating Agency Condition with respect to
                S&P.

            


    

    


    
      	
              (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 Swap 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.

            


    

     

     

    
      
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    (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. 

    


    
      	
              (n)

            	
              Supplemental
                Interest Trust Trustee Liability Limitations.
                It
                is expressly understood and agreed by the parties hereto that (a)
                this
                Agreement is executed by HSBC Bank USA, National Association (“HSBC”)
                not in its individual capacity, but solely as Supplemental Interest
                Trust
                Trusteee under the Pooling and Servicing Agreement in the exercise
                of the
                powers and authority conferred and invested in it thereunder; (b)
                HSBC 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, undertakings and agreements herein made on behalf
                of
                Party B is made and intended not as personal representations of the
                Supplemental Interest Trust but is made and intended for the purpose
                of
                binding only Party B; and (d) under no circumstances shall HSBC
                in its individual capacity be personally liable for 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 its 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 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)

            	
              Escrow
                Payments.
                If
                (whether by reason of the time difference between the cities in which
                payments are to be made or otherwise) it is not possible for simultaneous
                payments to be made on any date on which both parties are required
                to make
                payments hereunder, either Party may at its option and in its sole
                discretion notify the other Party that payments on that date are
                to be
                made in escrow. In this case deposit of the payment due earlier on
                that
                date shall be made by 2:00 pm (local time at the place for the earlier
                payment) on that date with an escrow agent selected by the notifying
                party, accompanied by irrevocable payment instructions (i) to release
                the
                deposited payment to the intended recipient upon receipt by the escrow
                agent of the required deposit of any corresponding payment payable
                by the
                other party on the same date accompanied by irrevocable payment
                instructions to the same effect or (ii) if the required deposit of
                the
                corresponding payment is not made on that same date, to return the
                payment
                deposited to the party that paid it into escrow. The party that elects
                to
                have payments made in escrow shall pay all costs of the escrow
                arrangements.

            


    

     


    
      
        Global
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              (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. 

            


    

    


    
      	
              (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.

            


    

    


    
      	
              (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 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
                pursuant to the Pooling and Servicing
                Agreement.

            


    

     

    
      	
              (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: 

       

    

     


    
      
        Global
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    “Approved
      Ratings Threshold”
      means
      each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
      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 (e) 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.

    


    “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
      (for the avoidance of doubt, not limited to payment obligations) of Party A
      or
      an Eligible Replacement to Party B under this Agreement that is provided by
      an
      Eligible Guarantor as principal debtor rather than surety and that 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 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 Tax
      collected by withholding or
      (B)
      such guarantee provides that, in the event that any of such guarantor’s payments
      to Party B are subject to 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
      withholding been required.

    


    “Eligible
      Guarantor” means
      an
      entity that (A) has credit ratings from S&P at least equal to the S&P
      Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
      avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
      credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
      a Collateral Event (as defined in the Credit Support Annex) not to occur or
      continue with respect to Moody’s. 

    


    “Eligible
      Replacement”
      means an
      entity (A) (i) (a) that has credit ratings from S&P at least equal to the
      S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
      least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
      avoidance of doubt, that an Eligible Replacement with credit ratings below
      the
      Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
      defined in the Credit Support Annex) not to occur or continue with respect
      to
      Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
      not limited to payment obligations) of which entity to Party B under this
      Agreement are guaranteed pursuant to an Eligible Guarantee.

    


    “Estimated
      Swap Termination Payment”
      means,
      with respect to an Early Termination Date, an amount determined by Party A
      in
      good faith and in a commercially reasonable manner as the maximum payment that
      could be owed by Party B to Party A in respect of such Early Termination Date
      pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
      then
      current market conditions.

    


    “Firm
      Offer”
      means
      (A) with respect to an Eligible Replacement, a quotation from such 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, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
      Guarantor to provide an Eligible Guarantee that will become legally binding
      upon
      such Eligible Guarantor upon acceptance by the offeree.

    


      
        
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    “Moody’s”
      means
      Moody’s Investors Service, Inc., or any successor thereto. 

    


    “Moody’s
      First Trigger Ratings 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 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 Ratings 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), Part 5(d), Part
      5(e), or the second sentence of Section 7 (as amended herein) to a transferee
      (the “Transferee”)
      of all,
      but not less than all, 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 that is a recognized dealer in interest
      rate swaps organized under the laws of the United States of America or a
      jurisdiction located in the United States of America (or another jurisdiction
      reasonably acceptable to Party B), (b) 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), (c) an Event of Default or Termination Event would
      not
      occur as a result of such transfer, (d) Party B has consented in writing to
      the
      transfer, such consent not to be unreasonably withheld, (e) the transfer would
      not give rise to a taxable event or any other adverse Tax consequences to Party
      B or its interest holders, as determined by Party B in its sole discretion,
      (f)
      pursuant to a written instrument (the “Transfer
      Agreement”),
      the
      Transferee acquires and assumes all rights and obligations of Party A under
      the
      Agreement and the relevant Transaction, (g) Party B shall have determined,
      in
      its sole discretion, acting in a commercially reasonable manner, that such
      Transfer Agreement is effective to transfer to the Transferee all, but not
      less
      than all, of Party A’s rights and obligations under the Agreement and all
      relevant Transactions; (h) 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); (i) either (A) Moody’s has been given
      prior written notice of such transfer and the Rating Agency Condition is
      satisfied with respect to S&P or (B) each Swap Rating Agency has been given
      prior written notice of such transfer and such transfer is in connection with
      the assignment and assumption of this Agreement without modification of its
      terms, 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 (j) 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 Swap Rating Agency specified in connection with such proposed act or
      omission, that the party acting or failing to act must consult with each of
      the
      specified Swap Rating Agencies and receive from each such Swap Rating Agency
      a
      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.

     


    
      
        Global
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    “Relevant
      Entity” means
      Party A and, to the extent applicable, a guarantor under an Eligible
      Guarantee.

    


    “Replacement
      Transaction”
      means,
      with respect to any Terminated Transaction or group of Terminated Transactions,
      a transaction or group of transactions that (i) 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) by the parties under
      Section 2(a)(i) 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 (ii) has terms which
      are substantially identical to this Agreement, including, without limitation,
      rating triggers, Regulation AB compliance, and credit support documentation,
      save for the exclusion of provisions relating to Transactions that are not
      Terminated Transactions, as determined by Party B in its sole discretion, acting
      in a commercially reasonable manner.

    


    “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 and the Moody’s Second Trigger
      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
      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+”.

    


    “S&P
      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
      or
      counterparty rating from S&P of “BBB+”. 

    


    “Swap
      Rating Agencies”
      means,
      with respect to any date of determination, each of S&P and Moody’s, to the
      extent that each such rating agency is then providing a rating for any of the
      MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage
      Pass-Through Certificates (the “Certificates”) or any notes backed by the
      Certificates (the “Notes”).

    


     

    [Remainder
      of this page intentionally left blank.]

     


    
      
        Global
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    4.   Account
      Details and Settlement Information:

    


    
      	
              Payments
                to Party A:

            	
              Account
                with bank:

            


    

    
      	 	
              DB
                Trust Co Americas

            


    

    
      	 	
              ABA
                021001033

            


    

    
      	 	
              BKTRUS33

            


    

    


    
      	 	
              Beneficiary:

            


    

    
      	 	
              Deutsche
                Bank AG New York

            


    

    
      	 	
              a/c:
                01473969

            


    

    
      	 	
              Global
                No. N614219N

            


    

    


    
      	
              Payments
                to Party B:

            	
              Wells
                Fargo Bank, N.A.

            


    

    
      	 	
              ABA
                # 121000248

            


    

    
      	 	
              Account
                Name: Corporate Trust Clearing

            


    

    
      	 	
              Account
                # 3970771416

            


    

    
      	 	
              FFC
                to: 53151401

            


      	 	 


    

    
    

    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.

    



    
      
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    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,

    


    DEUTCSHE
      BANK AG, NEW YORK BRANCH

    


    
      	
              By:

            	 	
              By:

            	 
	 	 	 	 
	 	 	 	 
	
              Name:

            	 	
              Name:

            	 
	
              Authorized
                Signatory

            	 	
              Authorized
                Signatory

            	 


    

     

     

    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 in its individual capacity, but solely
      as
      Supplemental Interest Trust Trustee for the Supplemental Interest Trust with
      respect to MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1
      Mortgage Pass-Through Certificates

    


    By:  

    


    


    


    


    



    
      
        Global
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    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)

            
	
              Effective
                Date

            	
              July
                25, 2007

            	
              $
                4,979,480.58 

            
	
              July
                25, 2007

            	
              August
                25, 2007

            	
              $
                4,971,165.04 

            
	
              August
                25, 2007

            	
              September
                25, 2007

            	
              $
                4,955,055.27 

            
	
              September
                25, 2007

            	
              October
                25, 2007

            	
              $
                4,927,875.29 

            
	
              October
                25, 2007

            	
              November
                25, 2007

            	
              $
                4,891,782.13 

            
	
              November
                25, 2007

            	
              December
                25, 2007

            	
              $
                4,846,770.85 

            
	
              December
                25, 2007

            	
              January
                25, 2008

            	
              $
                4,792,881.77 

            
	
              January
                25, 2008

            	
              February
                25, 2008

            	
              $
                4,730,203.26 

            
	
              February
                25, 2008

            	
              March
                25, 2008

            	
              $
                4,658,871.83 

            
	
              March
                25, 2008

            	
              April
                25, 2008

            	
              $
                4,579,073.09 

            
	
              April
                25, 2008

            	
              May
                25, 2008

            	
              $
                4,491,041.80 

            
	
              May
                25, 2008

            	
              June
                25, 2008

            	
              $
                4,398,175.53 

            
	
              June
                25, 2008

            	
              July
                25, 2008

            	
              $
                4,300,688.20 

            
	
              July
                25, 2008

            	
              August
                25, 2008

            	
              $
                4,205,377.71 

            
	
              August
                25, 2008

            	
              September
                25, 2008

            	
              $
                4,112,194.96 

            
	
              September
                25, 2008

            	
              October
                25, 2008

            	
              $
                4,021,092.06 

            
	
              October
                25, 2008

            	
              November
                25, 2008

            	
              $
                3,932,022.21 

            
	
              November
                25, 2008

            	
              December
                25, 2008

            	
              $
                3,844,939.69 

            
	
              December
                25, 2008

            	
              January
                25, 2009

            	
              $
                3,759,799.77 

            
	
              January
                25, 2009

            	
              February
                25, 2009

            	
              $
                3,676,558.78 

            
	
              February
                25, 2009

            	
              March
                25, 2009

            	
              $
                3,595,173.99 

            
	
              March
                25, 2009

            	
              April
                25, 2009

            	
              $
                3,515,603.67 

            
	
              April
                25, 2009

            	
              May
                25, 2009

            	
              $
                3,437,807.04 

            
	
              May
                25, 2009

            	
              June
                25, 2009

            	
              $
                3,361,744.23 

            
	
              June
                25, 2009

            	
              July
                25, 2009

            	
              $
                3,287,376.29 

            
	
              July
                25, 2009

            	
              August
                25, 2009

            	
              $
                3,214,665.13 

            
	
              August
                25, 2009

            	
              September
                25, 2009

            	
              $
                3,143,573.54 

            
	
              September
                25, 2009

            	
              October
                25, 2009

            	
              $
                3,074,065.16 

            
	
              October
                25, 2009

            	
              November
                25, 2009

            	
              $
                3,006,104.42 

            
	
              November
                25, 2009

            	
              December
                25, 2009

            	
              $
                2,939,656.58 

            
	
              December
                25, 2009

            	
              January
                25, 2010

            	
              $
                2,874,687.70 

            
	
              January
                25, 2010

            	
              February
                25, 2010

            	
              $
                2,811,164.57 

            
	
              February
                25, 2010

            	
              March
                25, 2010

            	
              $
                2,749,054.78 

            
	
              March
                25, 2010

            	
              April
                25, 2010

            	
              $
                2,688,326.62 

            
	
              April
                25, 2010

            	
              May
                25, 2010

            	
              $
                2,628,947.11 

            
	
              May
                25, 2010

            	
              June
                25, 2010

            	
              $
                2,570,888.03 

            
	
              June
                25, 2010

            	
              July
                25, 2010

            	
              $
                2,514,119.87 

            
	
              July
                25, 2010

            	
              August
                25, 2010

            	
              $
                2,458,612.46 

            
	
              August
                25, 2010

            	
              September
                25, 2010

            	
              $
                2,404,338.72 

            
	
              September
                25, 2010

            	
              October
                25, 2010

            	
              $
                2,351,271.36 

            
	
              October
                25, 2010

            	
              November
                25, 2010

            	
              $
                2,299,383.00 

            
	
              November
                25, 2010

            	
              December
                25, 2010

            	
              $
                2,248,647.23 

            
	
              December
                25, 2010

            	
              January
                25, 2011

            	
              $
                2,199,038.23 

            
	
              January
                25, 2011

            	
              February
                25, 2011

            	
              $
                2,150,530.78 

            


    


    
      
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              February
                25, 2011

            	
              March
                25, 2011

            	
              $
                2,103,100.21 

            
	
              March
                25, 2011

            	
              April
                25, 2011

            	
              $
                2,056,722.42 

            
	
              April
                25, 2011

            	
              May
                25, 2011

            	
              $
                2,011,373.89 

            
	
              May
                25, 2011

            	
              June
                25, 2011

            	
              $
                1,967,031.58 

            
	
              June
                25, 2011

            	
              July
                25, 2011

            	
              $
                1,923,672.95 

            
	
              July
                25, 2011

            	
              August
                25, 2011

            	
              $
                1,881,276.07 

            
	
              August
                25, 2011

            	
              September
                25, 2011

            	
              $
                1,839,819.39 

            
	
              September
                25, 2011

            	
              October
                25, 2011

            	
              $
                1,799,281.94 

            
	
              October
                25, 2011

            	
              November
                25, 2011

            	
              $
                1,759,643.12 

            
	
              November
                25, 2011

            	
              December
                25, 2011

            	
              $
                1,720,882.84 

            
	
              December
                25, 2011

            	
              January
                25, 2012

            	
              $
                1,682,981.49 

            
	
              January
                25, 2012

            	
              February
                25, 2012

            	
              $
                1,645,919.87 

            
	
              February
                25, 2012

            	
              March
                25, 2012

            	
              $
                1,609,679.23 

            
	
              March
                25, 2012

            	
              April
                25, 2012

            	
              $
                1,574,240.97 

            
	
              April
                25, 2012

            	
              May
                25, 2012

            	
              $
                1,539,587.10 

            
	
              May
                25, 2012

            	
              Termination
                Date

            	
              $
                1,505,698.07 

            


    


    
      
        Global
          No. N614219N

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

    

     

     

    
      
        Global
          No. N614219N

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
       
        

      ANNEX
        A

      


      ISDA®

      CREDIT
        SUPPORT ANNEX

      to
        the
        Schedule to the

      ISDA
        Master Agreement

      dated
        as
        of May 31, 2007 
        between

      Deutsche
        Bank AG (hereinafter referred to as “Party
        A”
        or
“Pledgor”)

      And

      HSBC
        Bank USA, National Association, not in its individual capacity, but solely
        as
        Supplemental Interest Trust Trustee for the Supplemental Interest Trust with
        respect to MortgageIT
        Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
        Certificates (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 May 31, 2007, between Party
        A
        and Party B, Global No. N614219N.


      
      

      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) as amended (I) by deleting
                  the
                  words “upon a demand made by the Secured Party on or promptly following
                  a
                  Valuation Date” and inserting in lieu thereof the words “not later than
                  the close of business on each Valuation Date” and (II) by deleting in its
                  entirety 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.” and inserting in lieu thereof
                  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 First Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                  Valuation Date of all Posted Credit Support held by the Secured
                  Party,
                  and

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                  such Valuation Date of all Posted Credit Support held by the Secured
                  Party.

              


      

       

      
        	 	
                (B)

              	
                “Return
                  Amount”
                  has the meaning specified in Paragraph 3(b) as amended by deleting
                  in its
                  entirety the sentence beginning “Unless otherwise specified in Paragraph
                  13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                  thereof 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 First Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s Second Trigger Credit Support Amount for such Valuation
                  Date.

              


      

       

      
        	 	
                (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 First Trigger Credit Support Amount, or
                  the Moody’s Second Trigger 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):

       


      
        
          Global
            No. N614219N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      

      
        
          	
                  Collateral

                	
                  S&P

                  Valuation
                    

                  Percentage

                	
                  Moody’s
                    

                  First
                    Trigger Valuation

                  Percentage

                	
                  Moody’s
                    

                  Second
                    Trigger Valuation

                  Percentage

                
	 	 	 	 	 
	(A)	
                  Cash

                	
                  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

                	
                  98.5%

                	
                  100%

                	
                  100%

                
	 	 	 	 	 
	(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

                	
                  89.9%

                	
                  100%

                	
                  94%

                
	 	 	 	 	 
	(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

                	
                  83.9%

                	
                  100%

                	
                  87%

                


        

        
        

      

      
        	 	
                (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)

              	
                “Threshold”
                  means, with respect to Party A and any Valuation Date, zero if
                  (i) a
                  Collateral Event has occurred and has been continuing (x) for at
                  least 30
                  days or (y) since this Annex was executed, or (ii) a Required Ratings
                  Downgrade Event has occurred and is continuing; 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 the 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.

              


      

       


      
        
          Global
            No. N614219N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                (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
                  Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                  the Moody’s Second Trigger Credit Support Amount is greater than
                  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.


              


      

       

      
        	 	
                (iv)

              	
                “Notification
                  Time” means
                  11:00 a.m., New York time, on a Local Business Day.
                  

              


      

       

      
        	 	
                (v)

              	
                External
                  Verification.
                  Notwithstanding anything to the contrary in the definitions of
                  Valuation
                  Agent or Valuation Date, at any time at which Party A (or, to the
                  extent
                  applicable, its Credit Support Provider) does not have a long-term
                  unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                  the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                  the S&P Value of Posted Credit Support on each Valuation Date based on
                  internal marks and (B) verify such calculations with external marks
                  monthly by obtaining on the last Local Business Day of each calendar
                  month
                  two external marks for each Transaction to which this Annex relates
                  and
                  for all Posted Credit Support; such verification of the Secured
                  Party’s
                  Exposure shall be based on the higher of the two external marks.
                  Each
                  external mark in respect of a Transaction shall be obtained from
                  an
                  independent Reference Market-maker that would be eligible and willing
                  to
                  enter into such Transaction in the absence of the current derivative
                  provider, provided that an external mark may not be obtained from
                  the same
                  Reference Market-maker more than four times in any 12-month period.
                  The
                  Valuation Agent shall obtain these external marks directly or through
                  an
                  independent third party, in either case at no cost to Party B.
                  The
                  Valuation Agent shall calculate on each Valuation Date (for purposes
                  of
                  this paragraph, the last Local Business Day in each calendar month
                  referred to above shall be considered a Valuation Date) the Secured
                  Party’s Exposure based on the greater of the Valuation Agent’s internal
                  marks and the external marks received. If the S&P Value on any such
                  Valuation Date of all Posted Credit Support then held by the Secured
                  Party
                  is less than the S&P Credit Support Amount on such Valuation Date (in
                  each case as determined pursuant to this paragraph), Party A shall,
                  within
                  three Local Business Days of such Valuation Date, Transfer to the
                  Secured
                  Party Eligible Credit Support having an S&P Value as of the date of
                  Transfer at least equal to such deficiency.


              


      

       

      
        	 	
                (vi)

              	
                Notice
                  to S&P.
                  At
                  any time at which Party A (or, to the extent applicable, its Credit
                  Support Provider) does not have a long-term unsubordinated and
                  unsecured
                  debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                  provide to S&P not later than the Notification Time on the Local
                  Business Day following each Valuation Date its calculations of
                  the Secured
                  Party’s Exposure and the S&P Value of any Eligible Credit Support or
                  Posted Credit Support for that Valuation Date. The Valuation Agent
                  shall
                  also provide to S&P any external marks received pursuant to the
                  preceding paragraph.

              


      

       


      
        
          Global
            No. N614219N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                (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 First Trigger
                  Value, and Moody’s Second Trigger Value, on any date, of Eligible
                  Collateral other than Cash will be calculated as follows:
                  

              


      

       

      For
        Eligible Collateral in the form of securities 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.

       

      
        	 	
                (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 Securities Administrator
        or (B) any entity other than the entity then serving as Securities Administrator
        if such other entity (or, to the extent applicable, its parent company or
        credit
        support provider) shall then have a short-term unsecured and unsubordinated
        debt
        rating from S&P of at least “A-1.”


      
        
          Global
            No. N614219N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Initially,
        the Custodian
        for
        Party B is: Securities Administrator

       

      
        	 	
                (ii)

              	
                Use
                  of Posted Collateral. The
                  provisions of Paragraph 6(c)(i) will not apply to Party B, but
                  the
                  provisions of Paragraph 6(c)(ii) will apply to 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. If no investment
                  direction
                  is received, the Posted Collateral in the form of Cash shall be
                  held
                  uninvested. 

              


      

       

      
        	
                (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.

              


      

       

      
        	 	
                (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.


              


      

       

      
        	 	
                (iii)

              	
                Alternative
                  to Interest Amount.
                  The provisions of Paragraph 6(d)(ii) will
                  apply.

              


      

       

      
        	
                (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: 


      
        	 	
                Address:

              	
                Wells
                  Fargo Bank, N.A.

              	 
	 	 	
                9062
                  Old Annapolis Road

              	 
	 	 	
                Columbia,
                  MD 21045

              	 
	 	
                Attention:

              	
                Client
                  Manager MortgageIT, Series 2007-1

              	 
	 	
                Tel:

              	
                410-884-2000

              	 
	 	
                Fax:

              	
                410-715-2380
                  

              	 


      


      
        
          Global
            No. N614219N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                (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: to be provided by Party A in
        writing.

       

      Party
        B’s
        Custodian account details for holding collateral:

       

      Wells
        Fargo Bank, N.A.

      ABA
        #
        121000248

      Account
        Name: Corporate Trust Clearing 

      Account
        #
        3970771416

      MortgageIT,
        Series 2007-1 Swap Collateral Account #5311404

      


      
        	
                (m)

              	
                Other
                  Provisions.

              


      

       

      
        	 	
                (i)

              	
                Collateral
                  Account.
                  Party B shall open and maintain a segregated account, which shall
                  be an
                  Eligible Account, and hold, record and identify all Posted Collateral
                  in
                  such segregated account, in accordance with the Pooling and Servicing
                  Agreement. 

              


      

       

      
        	 	
                (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 First Trigger Value,
                  Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                  deleting the words “a Value” and inserting in lieu thereof “an S&P
                  Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                  (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                  Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                  Paragraph 5 (flush language) is hereby amended by deleting the
                  word
                  “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                  Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                  language) is hereby amended by deleting the word “Value” and inserting in
                  lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                  Second Trigger 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 First Trigger Value, or Moody’s Second Trigger
                  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 First Trigger Value, or Moody’s
                  Second Trigger Value” and (2) deleting the second instance of the words
                  “the Value” and inserting in lieu thereof “such disputed S&P Value,
                  Moody’s First Trigger Value, or Moody’s Second Trigger 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 First Trigger Value, and Moody’s Second Trigger 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.

              


      

       


      
        
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                (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) Required
                  Ratings Downgrade Event has occurred and been continuing for 30
                  or more
                  Local Business Days, and (B) such failure is not remedied on or
                  before the
                  third Local Business Day after notice of such failure is given
                  to Party
                  A.

              


      

       

      
        	 	
                (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 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:

       

      “Collateral
        Event” means
        that no Relevant Entity has credit ratings at least equal to the Approved
        Ratings Threshold.

       

      “Exposure”
        has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
        Schedule is deleted)” shall be inserted. 

       

      “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
        First Trigger Credit Support Amount” means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                  occurred and has been continuing (x) for at least 30 Local Business
                  Days
                  or (y) since this Annex was executed and (II) it is not the case
                  that a
                  Moody’s Second Trigger Ratings Event has occurred and been continuing
                  for
                  at least 30 Local Business Days, an amount equal to the greater
                  of (a)
                  zero and (b) the sum of (i) the Secured Party’s Exposure for such
                  Valuation Date and (ii) the sum, for each Transaction to which
                  this Annex
                  relates, of 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,
                  (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 

              


      

       


      
        
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                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II)   the
        Threshold for Party A such Valuation Date.

       

      “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 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 Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which it is the case that a Moody’s Second Trigger
                  Ratings Event has occurred and been continuing for at least 30
                  Local
                  Business Days, an amount equal to the greatest of (a) zero, (b)
                  the
                  aggregate amount of the Next Payments for all Next Payment Dates,
                  and (c)
                  the sum of (x) the Secured Party’s Exposure for such Valuation Date and
                  (y) the sum, for each Transaction to which this Annex relates,
                  of
                  

              


      

       

      (1)
        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

       

      (2)
        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; or 

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II) the
        Threshold for Party A for such Valuation Date.

       

      “Moody’s
        Second 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 Second Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

       

      “Next
        Payment”
        means,
        in respect of each Next Payment Date, the greater of (i) the amount of any
        payments due to be made by Party A under Section 2(a) on such Next Payment
        Date
        less any payments due to be made by Party B under Section 2(a) on such Next
        Payment Date (in each case, after giving effect to any applicable netting
        under
        Section 2(c)) and (ii) zero.

       

      “Next
        Payment Date”
        means
        each date on which the next scheduled payment under any Transaction is due
        to be
        paid.

       


      
        
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      “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 at least equal to the S&P
        Approved Ratings Threshold.

       

      “S&P
        Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)
                  

              	
                for
                  any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                  Event, has occurred and been continuing for at least 30 days, or
                  (ii) a
                  S&P 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 Volatility Buffer
                  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.

       

      “S&P
        Required Ratings Downgrade Event”
        means
        that on any date, no Relevant Entity has credit ratings at least equal to
        the
        S&P Required Ratings Threshold.

       

      “S&P
        Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the
        product of (A) the bid price obtained by the Valuation Agent for such Eligible
        Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
        set forth in paragraph 13(b)(ii).

       

      “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 First Trigger
        Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
        or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
        Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
        such Eligible Collateral or Posted Collateral, respectively, in each case
        as set
        forth in Paragraph 13(b)(ii).

       

       


      
        
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      “Value”
        shall
        mean, in respect of any date, the related S&P Value, the related Moody’s
        First Trigger Value, and the related Moody’s Second Trigger Value.

       

      “Volatility
        Buffer”
        means,
        for any Transaction, the related percentage set forth in the following table.
        

      

        
          	
                  The
                    higher of the S&P 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%

                


        

      

      


       

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      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%

              


      

      


       


      
        
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      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%

              


      


      
        
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      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%

              


      

      


       


      
        
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      IN
        WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
        representatives as of the date of the Agreement.

       

      
        	
                Deutsche
                  Bank AG

              	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but solely
                  as Supplemental Interest Trust Trustee for the Supplemental Interest
                  Trust
                  with respect to MortgageIT
                  Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
                  Certificates

              
	 	 
	
                By:
                  /s/ Maria Valdez

                 

                Name:
                  Maria Valdez

                Authorized
                  Signatory

              	
                By:
                  /s/ Elena Zheng

                 

                Assistant
                  Vice President

                HSBC
                  Bank USA, N.A.

              
	 	 
	
                By:
                  /s/ Chris Flanagan

                 

                Name:
                  Chris Flanagan

                Authorized
                  Signatory

              	 


      

      


       


      
        
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    EXHIBIT
      I-2

     

    CERTIFICATE
      SWAP II

     

    
    

    

    Deutsche
      Bank AG New York

    60
      Wall Street

    New
      York, NY 10005

    Telephone:
      212-250-5977

    Facsimilie:
      212-797-8826


    
      	 	 
	
              DATE:

            	
              May
                31, 2007 

            
	 	 
	
              TO:

            	
              HSBC
                Bank USA, National Association, not in its individual capacity, but
                solely
                as Supplemental Interest Trust Trustee for the Supplemental Interest
                Trust
                with respect to MortgageIT Securities Corp. Mortgage Loan Trust,
                Series
                2007-1 Mortgage Pass-Through Certificates
                (“Party B”)

            
	 	 
	
              ATTENTION:

            	
              HSBC
                BANK USA, National Association

            
	 	
              CTLA
                - Structured Finance 

            
	 	
              452
                Fifth Avenue

            
	 	
              Attn:
                Susie Moy

            
	 	
              New
                York, NY 10018

            
	 	 
	
              FROM:

            	
              Deutsche
                Bank AG,
                New York Branch 

            
	 	 
	
              ATTENTION:
                

            	
              New
                York Derivatives Documentation 

            
	
              TELEPHONE: 

            	
              1
                212 250 9425 

            
	
              FACSIMILE:
                 

            	
              1
                212 797 0779 

            
	
              EMAIL:
                 

            	
              NYderivative.documentation@db.com

            
	 	 
	
              OUR
                REFERENCE:

            	
              Global
                No. N614223N

            
	 	 
	
              RE:

            	
              Interest
                Rate Swap Transaction II

            


    

    
    

    The
      purpose of this long-form confirmation (“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 2007-1 Mortgage Pass-Through Certificates (the “Supplemental
      Interest Trust”)
      created under the Pooling and Servicing Agreement, dated as of May 1, 2007,
      among MortgageIT Securities Corp. as Depositor, Wells Fargo Bank, National
      Association as Servicer, Master Servicer and Securities Administrator and HSBC
      Bank USA, National Association as Trustee. This 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. This Confirmation constitutes a
“Confirmation”
      and also
      constitutes a “Schedule”
      as
      referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
      Annex to the Schedule. 


    


    
      	
              1.

            	
              This
                Confirmation 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 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. In the event
                of
                any inconsistency among any of the following documents, the relevant
                document first listed shall govern: (i) this Confirmation, exclusive
                of
                the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
                the
                provisions set forth in Item 3 hereof, which are incorporated by
                reference
                into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                and (v) the ISDA Master 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 provisions herein deemed
      incorporated in a 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. 

    

      
        	
                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 amount set
                forth
                for such period on Schedule I attached hereto and (y) the aggregate
                principal balance of the group I fixed rate Mortgage Loans at the
                beginning of the Due Period in which the related Calculation Period
                begins
                (determined for this purpose without regard to any adjustment of
                the
                Floating Rate Payer Payment Date or Due Period relating to business
                days).

            


    

    
    

    
      	 	
              Trade
                Date:

            	
              May
                15, 2007

            


    

    


    
      	 	
              Effective
                Date:

            	
              June
                25, 2012

            


    

    


    
      	 	
              Termination
                Date:

            	
              June
                25, 2017, 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
                July 25, 2012, 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.
                

            


    

    


    
      	 	
              Fixed
                Rate:

            	
              5.21%

            


    

    


    Fixed
      Rate Day 

    
      	 	
              Count
                Fraction:

            	
              30/360

            


      	 	 	 


    

    
    

    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
                July 25, 2012 and ending on the Termination Date, subject to adjustment
                in
                accordance with the Business Day
                Convention.

            


    

    



    
      
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    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 Option:

            	
              USD-LIBOR-BBA

            


    

     

    
      	 	
              Designated
                Maturity:

            	
              One
                month

            


    

    


    Floating
      Rate Day 

    
      	 	
              Count
                Fraction:

            	
              Actual/360

            


    

     

    
      	 	
              Reset
                Dates:

            	
              The
                first day of each Calculation
                Period.

            


    

    


    
      	 	
              Compounding:

            	
              Inapplicable

            


    

    


    
      	 	
              Business
                Days:

            	
              New
                York

            


    

    


    
      	 	
              Business
                Day Convention:

            	
              Following

            


    

    


    
      	 	
              Calculation
                Agent:

            	
              Party
                A

            


    

     

    
      	
              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 Required Ratings
                Downgrade Event has occurred and been continuing for 30 or more Local
                Business Days and (B) such failure is not remedied on or before the
                third
                Local Business Day after notice of such failure is given to Party
                A.

            


    

    



    
      
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              (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) of the Credit
                Support Annex; 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 Required Ratings Downgrade Event has
                occurred and been continuing for 30 or more Local Business Days and
                (B)
                such failure is not remedied on or before the third Local Business
                Day
                after notice of such failure is given to Party
                A.

            


    

    


    
      	 	
              (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:

    



    “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, the Eligible Guarantor.


    


    “Shareholders’
      Equity” means with respect to an entity, at any time, the sum (as shown in the
      most recent annual audited financial statements of such entity) of (i) its
      capital stock (including preferred stock) outstanding, taken at par value,
      (ii)
      its capital surplus and (iii) its retained earnings, minus (iv) treasury stock,
      each to be 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 except that the provisions of Section 5(a)(vii)(2), (6) (to
                the
                extent that such provisions refer to any appointment contemplated
                or
                effected by the Pooling and Servicing Agreement or any appointment
                to
                which Party B has not become subject), (7) and (9) will not apply
                to Party
                B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                is
                hereby amended by adding after the words “against it” the words
                “(excluding any proceeding or petition instituted or presented by
                Party A
                or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                (4) as amended, (5), (6) as amended, or
                (7)”.

            


    

    


    
      	 	
              (viii)

            	
              The
                “Merger
                Without Assumption”
                provisions of Section 5(a)(viii) will apply to Party A and will apply
                to
                Party B.

            


    

    


    (d)   Termination
      Events.


    
      
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    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.

            


    

    


    
      	
              (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, in the event 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 a Reference Market-maker that is 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 Reference Market-maker 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
                a Market Quotation for the relevant Terminated Transaction or group
                of
                Terminated Transactions is accepted by Party B so as to become legally
                binding on or before the day falling ten Local Business Days after
                the day
                on which the Early Termination Date is designated, or such later
                day as
                Party B may specify in writing to Party A, but in either case no
                later
                than one Local Business Day prior to the Early Termination Date (such
                day,
                the “Latest Settlement Amount Determination Day”), the Termination
                Currency Equivalent of the amount (whether positive or negative)
                of such
                Market Quotation; 

            


    


    
      
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              (b)

            	
              If,
                on the Latest Settlement Amount Determination Day, 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 made and remain capable of becoming legally binding upon acceptance,
                the Settlement Amount shall equal the Termination Currency Equivalent
                of
                the amount (whether positive or negative) of the lowest of such Market
                Quotations (for the avoidance of doubt, the lowest of such Market
                Quotations shall be the lowest Market Quotation of
                such Market Quotations
                expressed as a positive number or, if any of such Market Quotations
                is
                expressed as a negative number, the Market Quotation expressed as
                a
                negative number with the largest absolute value);
                or

            


    

    


    
      	 	
              (c)

            	
              If,
                on the Latest Settlement Amount Determination Day, 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 remains capable of becoming
                legally
                binding upon acceptance, the Settlement Amount shall equal 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 Latest Settlement
                Amount Determination Day.

            


    

    


    
      	 	
              (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-off against any amount payable by
      Party B under the immediately preceding clause (I).”

    


    
      	 	
              (E)

            	
              At
                any time on or before the Latest Settlement Amount Determination
                Day at
                which two or more Market Quotations from Approved Replacements remain
                capable of becoming legally binding upon acceptance, Party B shall
                be
                entitled to accept only the lowest of such Market Quotations (for
                the
                avoidance of doubt, the lowest of such Market Quotations shall be
                the
                lowest Market Quotation of such Market Quotations expressed as a
                positive
                number or, if any of such Market Quotations is expressed as a negative
                number, the Market Quotation expressed as a negative number with
                the
                largest absolute value).

            


    

    


    
      	 	
              (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).
                

            


    


    
      
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    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. 

    


     


    
      
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    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

            	
              A
                correct, complete and duly executed U.S. Internal Revenue Service
                Form
                W-8ECI or other applicable form (or successor thereto), together
                with
                appropriate attachments, 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

            	
              Party
                B will deliver at closing an original properly completed and executed
                United States Internal Revenue Service Form W-9 or other applicable
                form
                (or any successor thereto) 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, and
                may
                deliver other tax forms relating to 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)
                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.

            


    

    


    



    
      
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    (b) For
      the
      purpose of Section 4(a)(ii), other documents to be delivered (unless otherwise
      publicly available) 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, this 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, this 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, this 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 acceptable in form and substance to
                Party
                B

            	 	
              Upon
                the execution and delivery of this Agreement

            	
              No

            


    

    



    
      
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    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

    


    (For
      all
      purposes)

    

      Address
        for notices or communications to Party B: 

      


      
        	 	
                Address:

              	
                HSBC
                  BANK USA, National Association

                
                  CTLA
                    - Structured Finance 

                

              


      

      
        	 	
              	
                452
                  Fifth Avenue 

              


      

      
        	 	
              	
                New
                  York, NY  10018

              


      

      
        	 	
                Attention:

              	
                Susie
                  Moy

              


      

      
        	 	
                Tel:

              	
                212-525-1362

              


      

         


      with
        a
        copy to:

       

      
        
          	 	
                  Address:

                	
                  Wells
                    Fargo Bank, N.A.

                


        

        
          	 	 	
                  9062
                    Old Annapolis Road

                


        

        
          	 	 	
                  Columbia,
                    Maryland 21045 

                


        

        
          	 	
                  Attention:

                	
                  Client
                    Manager MortgageIT, Series 2007-1

                


        

        
          	 	
                  Tel:

                	
                  410-884-2000

                


        

        
          	 	
                  Fax:

                	
                  410-715-2380

                


          	 	 	 


        

      

      (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; neither
                Party A nor Party B has any Offices other than as set forth in the
                Notices
                Section and Party A agrees that, for purposes of Section 6(b) of
                this
                Agreement, it shall not in the future have any Office other than
                one in
                the United States.

            


    

    


    
      	
              (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.

            


    

     

     

    
      
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              (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 third party, reasonably
                acceptable to Party A, the cost for which shall be borne by Party
                A.

            


    

    


    (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, 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.
                The parties agree that 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).

            


    

    



    
      
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    Part
      5.  Others
      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.

            


    

     

    (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 regarding the Transaction (whether written or oral), 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.

            


    

     

    
      	 	
              (2)

            	
              Evaluation
                and Understanding. (i) It has the capacity to evaluate (internally
                or
                through independent professional advice) the 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. 

            


    


    
      
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              (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 by (i) deleting the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                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 1 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)

            	
              First
                Rating Trigger Collateral.
                If
                (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                occurred and been continuing for 30 or more Local Business Days and
                (B)
                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,
                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.
                If
                (A) a Required Ratings Downgrade Event has occurred and been continuing
                for 30 or more Local Business Days and (B) (i) at least one Eligible
                Replacement has made a Firm Offer to be the transferee of all of
                Party A’s
                rights and obligations under this Agreement (and such Firm Offer
                remains
                an offer that will become legally binding upon such Eligible Replacement
                upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                has made
                a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                remains
                an offer that will become legally binding upon such Eligible Guarantor
                immediately upon acceptance by the offeree), 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. 

            


    

    


    
      	 	
              (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), 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.
                

            


    

    


    



    
      
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              (iv)

            	
              Failure
                to Comply with Regulation AB Requirements. If,
                upon the occurrence of a Disclosure Event (as defined in Part 5(e)
                below)
                Party A has not complied with any of the provisions set forth in
                clause
                (iii) of Part 5(e) below, 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.

            


      	 	 	 


      	 	(iv)	
              Optional Termination
                of
                Securitization.
                An Additional Termination Event shall occur upon the notice to
                Certificateholders of an Optional Termination becoming unrescindable
                in
                accordance with Article X of the Pooling and Servicing Agreement
                (such
                notice, the “Optional
                Termination Notice”).
                With respect to such Additional Termination Event: (A) Party B shall
                be
                the sole Affected Party; (B) notwithstanding anything to the contrary
                in
                Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                specified
                in the Optional Termination Notice is hereby designated as the Early
                Termination Date for this Additional Termination Event in respect
                of all
                Affected Transactions; (C) Section 2(a)(iii)(2) shall not be applicable
                to
                any Affected Transaction in
                connection with the Early Termination Date resulting from this Additional
                Termination Event; notwithstanding anything to the contrary in Section
                6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                2(e) in
                respect of the Terminated Transactions resulting from this Additional
                Termination Event will be required to be made through and including
                the
                Early Termination Date designated
                as a result of this Additional Termination Event; provided, for the
                avoidance of doubt, that any such payments or deliveries that are
                made on
                or prior to such Early Termination Date will not be treated as Unpaid
                Amounts in determining the amount payable in respect of such Early
                Termination Date; (D) notwithstanding anything to the contrary in
                Section
                6(d)(i), (I) if, no later than 4:00 pm New York City time on the
                day that
                is four Business Days prior to the final Distribution Date specified
                in
                the Optional Termination Notice, the Securities Administrator requests
                the
                amount of the Estimated Swap Termination Payment, Party A shall provide
                to
                the Securities Administrator in writing (which may be done in electronic
                format) the amount of the Estimated Swap Termination Payment no later
                than
                2:00 pm New York City time on the following Business Day and (II)
                if the
                Securities Administrator provides written notice (which may be done
                in
                electronic format) to Party A no later than two Business Days prior
                to the
                final Distribution Date specified in the Optional Termination Notice
                that
                all requirements of the Optional Termination have been met, then
                Party A
                shall, no later than one Business Day prior to the final Distribution
                Date
                specified in the Optional Termination Notice, make the calculations
                contemplated by Section 6(e) of the ISDA Master Agreement (as amended
                herein) and provide to the Securities Administrator in writing (which
                may
                be done in electronic format) the amount payable by either Party
                B or
                Party A in respect of the related Early Termination Date in
                connection with this Additional Termination Event; provided, however,
                that
                the amount payable by Party B, if any, in respect of the related
                Early
                Termination Date shall be the lesser of (x) the amount calculated
                to be
                due from Party B pursuant to Section 6(e) and (y) the Estimated Swap
                Termination Payment; and (E) notwithstanding anything to the contrary
                in
                this Agreement, any amount due from Party B to Party A in respect
                of this
                Additional Termination Event will be payable on the final Distribution
                Date specified in the Optional Termination Notice and any amount
                due from
                Party A to Party B in respect of this Additional Termination Event
                will be
                payable one Business Day prior to the final Distribution Date specified
                in
                the Optional Termination Notice. The Securities Administrator shall
                be an
                express third party beneficiary of this Agreement as if a party hereto
                to
                the extent of the Securities Administrator’s rights specified
                herein.

            


    

    
    

    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.
                In
                the event that no Relevant Entity has credit ratings at least equal
                to the
                Required Ratings Threshold, then Party A shall, as soon as reasonably
                practicable and so long as a Required Ratings Downgrade Event is
                in
                effect, at its own expense, using commercially reasonable efforts,
                procure
                either (A) a Permitted Transfer or (B) an Eligible
                Guarantee.

            


    

    


    (e)   Compliance
      with Regulation AB. 

    


    (i) Party
      A agrees and acknowledges that MortgageIT Securities Corp. (“Depositor”) is
      required under Regulation AB under the Securities Act of 1933, as amended,
      and
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
      (“Regulation AB”), to disclose certain financial information regarding Party A
      or its group of affiliated entities, if applicable, depending on the aggregate
      “significant percentage” of this Agreement and any other derivative contracts
      between Party A or its group of affiliated entities, if applicable, and
      Counterparty, as calculated from time to time in accordance with Item 1115
      of
      Regulation AB.


    
      
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    (ii) It
      shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business
      Day after the date hereof, Depositor requests from Party A the applicable
      financial information described in Item 1115 of Regulation AB (such request
      to
      be based on a reasonable determination by Depositor, in good faith, that such
      information is required under Regulation AB) (the “Swap Financial
      Disclosure”).

    


    (iii)
       Upon
      the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall
      (1)(a) either (i) provide to Depositor the current Swap Financial Disclosure
      in
      an EDGAR-compatible format (for example, such information may be provided in
      Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
      provide written consent to Depositor to incorporation by reference of such
      current Swap Financial Disclosure as is filed with the Securities and Exchange
      Commission in the Exchange Act Reports of Depositor, (b) if applicable, cause
      its outside accounting firm to provide its consent to filing or incorporation
      by
      reference in the Exchange Act Reports of Depositor of such accounting firm’s
      report relating to their audits of such current Swap Financial Disclosure,
      and
      (c) provide to Depositor any updated Swap Financial Disclosure with respect
      to
      Party A or any entity that consolidates Party A within five days of the release
      of any such updated Swap Financial Disclosure; (2) secure an Eligible
      Replacement, which entity complies with the requirements of Item 1115 of
      Regulation AB, including providing the information contemplated by Part
      5(e)(iii)(1) above, to enter a Replacement Transaction by way of a Permitted
      Transfer or (3) obtain an Eligible Guarantee of Party A’s obligations under this
      Agreement from an affiliate of Party A that is able to comply with the financial
      information disclosure requirements of Item 1115 of Regulation AB, including
      providing the information contemplated by Part 5(e)(iii)(1) above, such that
      disclosure provided in respect of the affiliate will satisfy any disclosure
      requirements applicable to Party A, and cause such affiliate to provide Swap
      Financial Disclosure. If permitted by Regulation AB, any required Swap Financial
      Disclosure may be provided by incorporation by reference from reports filed
      pursuant to the Exchange Act.

    


    (iv) Party
      A and the primary obligor under any Credit Support Document agree that, in
      the
      event that Party A provides Swap Financial Disclosure to Depositor in accordance
      with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial
      Disclosure to Depositor in accordance with Part 5(e)(iii)(c), Party A and such
      primary obligor will indemnify and hold harmless Depositor, its respective
      directors or officers and any person controlling Depositor, from and against
      any
      and all losses, claims, damages and liabilities caused by any untrue statement
      or alleged untrue statement of a material fact contained in such Swap Financial
      Disclosure or caused by any omission or alleged omission to state in such Swap
      Financial Disclosure a material fact, when considered in conjunction with any
      other information regarding Party A or the derivative instrument being written
      by Party A in the final prospectus for MortgageIT
      Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
      Certificates,
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not
      misleading.

    


    (v)
      Third Party Beneficiary. Depositor shall be an express third party beneficiary
      of this Agreement as if a party hereto to the extent of Depositor’s rights
      explicitly specified herein.

       



    
      	
              (f)

            	
              Transfers. 

            


    

     

    (i)    Section
      7
      is hereby amended to read in its entirety as follows:

     

    “Except
      with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
      and Part 5(e), or the succeeding sentence, neither Party A nor Party B is
      permitted to assign, novate or transfer (whether by way of security or
      otherwise) as a whole or in part any of its rights, obligations or interests
      under the Agreement or any Transaction 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. At any time at which no Relevant Entity has
      credit ratings at least equal to the Approved Ratings Threshold, Party A may
      make a Permitted Transfer.” 

     

    
      	 	
              (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.
                

            


    

     

     

    
      
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              (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 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 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 Swap Rating Agency has been given 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 Swap Rating
                Agencies
                has been provided prior written notice of the same and such amendment
                satisfies the Rating Agency Condition with respect to
                S&P.

            


    

    


    
      	
              (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 Swap 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.

            


    

     

     

    
      
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      	(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. 

            


      	 	 


      	
              (n)

            	
              Supplemental
                Interest Trust Trustee Liability Limitations.
                It
                is expressly understood and agreed by the parties hereto that (a)
                this
                Agreement is executed by HSBC Bank USA, National Association (“HSBC”)
                not in its individual capacity, but solely as Supplemental Interest
                Trust
                Trusteee under the Pooling and Servicing Agreement in the exercise
                of the
                powers and authority conferred and invested in it thereunder; (b)
                HSBC 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, undertakings and agreements herein made on behalf
                of
                Party B is made and intended not as personal representations of the
                Supplemental Interest Trust but is made and intended for the purpose
                of
                binding only Party B; and (d) under no circumstances shall HSBC
                in its individual capacity be personally liable for 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 its 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 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)

            	
              Escrow
                Payments.
                If
                (whether by reason of the time difference between the cities in which
                payments are to be made or otherwise) it is not possible for simultaneous
                payments to be made on any date on which both parties are required
                to make
                payments hereunder, either Party may at its option and in its sole
                discretion notify the other Party that payments on that date are
                to be
                made in escrow. In this case deposit of the payment due earlier on
                that
                date shall be made by 2:00 pm (local time at the place for the earlier
                payment) on that date with an escrow agent selected by the notifying
                party, accompanied by irrevocable payment instructions (i) to release
                the
                deposited payment to the intended recipient upon receipt by the escrow
                agent of the required deposit of any corresponding payment payable
                by the
                other party on the same date accompanied by irrevocable payment
                instructions to the same effect or (ii) if the required deposit of
                the
                corresponding payment is not made on that same date, to return the
                payment
                deposited to the party that paid it into escrow. The party that elects
                to
                have payments made in escrow shall pay all costs of the escrow
                arrangements.

            


    

     


    
      
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              (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. 

            


    

    


    
      	
              (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.

            


    

    


    
      	
              (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 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
                pursuant to the Pooling and Servicing
                Agreement.

            


    

     

    
      	
              (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: 

       

    

     


    
      
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    “Approved
      Ratings Threshold”
      means
      each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
      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 (e) 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.

    


    “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
      (for the avoidance of doubt, not limited to payment obligations) of Party A
      or
      an Eligible Replacement to Party B under this Agreement that is provided by
      an
      Eligible Guarantor as principal debtor rather than surety and that 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 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 Tax
      collected by withholding or
      (B)
      such guarantee provides that, in the event that any of such guarantor’s payments
      to Party B are subject to 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
      withholding been required.

    


    “Eligible
      Guarantor” means
      an
      entity that (A) has credit ratings from S&P at least equal to the S&P
      Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
      avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
      credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
      a Collateral Event (as defined in the Credit Support Annex) not to occur or
      continue with respect to Moody’s. 

    


    “Eligible
      Replacement”
      means an
      entity (A) (i) (a) that has credit ratings from S&P at least equal to the
      S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
      least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
      avoidance of doubt, that an Eligible Replacement with credit ratings below
      the
      Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
      defined in the Credit Support Annex) not to occur or continue with respect
      to
      Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
      not limited to payment obligations) of which entity to Party B under this
      Agreement are guaranteed pursuant to an Eligible Guarantee.

    


    “Estimated
      Swap Termination Payment”
      means,
      with respect to an Early Termination Date, an amount determined by Party A
      in
      good faith and in a commercially reasonable manner as the maximum payment that
      could be owed by Party B to Party A in respect of such Early Termination Date
      pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
      then
      current market conditions.

    


    “Firm
      Offer”
      means
      (A) with respect to an Eligible Replacement, a quotation from such 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, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
      Guarantor to provide an Eligible Guarantee that will become legally binding
      upon
      such Eligible Guarantor upon acceptance by the offeree.

    


      
        
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    “Moody’s”
      means
      Moody’s Investors Service, Inc., or any successor thereto. 

    


    “Moody’s
      First Trigger Ratings 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 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 Ratings 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), Part 5(d), Part
      5(e), or the second sentence of Section 7 (as amended herein) to a transferee
      (the “Transferee”)
      of all,
      but not less than all, 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 that is a recognized dealer in interest
      rate swaps organized under the laws of the United States of America or a
      jurisdiction located in the United States of America (or another jurisdiction
      reasonably acceptable to Party B), (b) 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), (c) an Event of Default or Termination Event would
      not
      occur as a result of such transfer, (d) Party B has consented in writing to
      the
      transfer, such consent not to be unreasonably withheld, (e) the transfer would
      not give rise to a taxable event or any other adverse Tax consequences to Party
      B or its interest holders, as determined by Party B in its sole discretion,
      (f)
      pursuant to a written instrument (the “Transfer
      Agreement”),
      the
      Transferee acquires and assumes all rights and obligations of Party A under
      the
      Agreement and the relevant Transaction, (g) Party B shall have determined,
      in
      its sole discretion, acting in a commercially reasonable manner, that such
      Transfer Agreement is effective to transfer to the Transferee all, but not
      less
      than all, of Party A’s rights and obligations under the Agreement and all
      relevant Transactions; (h) 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); (i) either (A) Moody’s has been given
      prior written notice of such transfer and the Rating Agency Condition is
      satisfied with respect to S&P or (B) each Swap Rating Agency has been given
      prior written notice of such transfer and such transfer is in connection with
      the assignment and assumption of this Agreement without modification of its
      terms, 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 (j) 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 Swap Rating Agency specified in connection with such proposed act or
      omission, that the party acting or failing to act must consult with each of
      the
      specified Swap Rating Agencies and receive from each such Swap Rating Agency
      a
      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.

     


    
      
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    “Relevant
      Entity” means
      Party A and, to the extent applicable, a guarantor under an Eligible
      Guarantee.

    


    “Replacement
      Transaction”
      means,
      with respect to any Terminated Transaction or group of Terminated Transactions,
      a transaction or group of transactions that (i) 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) by the parties under
      Section 2(a)(i) 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 (ii) has terms which
      are substantially identical to this Agreement, including, without limitation,
      rating triggers, Regulation AB compliance, and credit support documentation,
      save for the exclusion of provisions relating to Transactions that are not
      Terminated Transactions, as determined by Party B in its sole discretion, acting
      in a commercially reasonable manner.

    


    “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 and the Moody’s Second Trigger
      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
      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+”.

    


    “S&P
      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
      or
      counterparty rating from S&P of “BBB+”. 

    


    “Swap
      Rating Agencies”
      means,
      with respect to any date of determination, each of S&P and Moody’s, to the
      extent that each such rating agency is then providing a rating for any of the
      MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage
      Pass-Through Certificates (the “Certificates”) or any notes backed by the
      Certificates (the “Notes”).

    


     

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    4.   Account
      Details and Settlement Information:

    


    
      	
              Payments
                to Party A:

            	
              Account
                with bank:

            


    

    
      	 	
              DB
                Trust Co Americas

            


    

    
      	 	
              ABA
                021001033

            


    

    
      	 	
              BKTRUS33

            


    

    


    
      	 	
              Beneficiary:

            


    

    
      	 	
              Deutsche
                Bank AG New York

            


    

    
      	 	
              a/c:
                01473969

            


    

    
      	 	
              Global
                No. N614223N

            


    

    


    
      	
              Payments
                to Party B:

            	
              Wells
                Fargo Bank, N.A.

            


    

    
      	 	
              ABA
                # 121000248

            


    

    
      	 	
              Account
                Name: Corporate Trust Clearing

            


    

    
      	 	
              Account
                # 3970771416

            


    

    
      	 	
              FFC
                to: 53151401

            


      	 	 


    

    
    

    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.

    



    
      
        Global
          No. N614223N

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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,

    


    DEUTCSHE
      BANK AG, NEW YORK BRANCH

    


    
      	
              By:
                /s/ Chris Flanagan

            	 	
              By:
                /s/ Maria Valdez

            	 
	 	 	 	 
	 	 	 	 
	
              Name:
                Chris Flanagan

            	 	
              Name:
                Maria Valdez

            	 
	
              Authorized
                Signatory

            	 	
              Authorized
                Signatory

            	 


    

     

     

    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 in its individual capacity, but solely
      as
      Supplemental Interest Trust Trustee for the Supplemental Interest Trust with
      respect to MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1
      Mortgage Pass-Through Certificates

    


    By:
      /s/ Elena Zheng

    Assistant
      Vice President

    HSBC
      Bank USA, N.A.

    


    



    
      
        Global
          No. N614223N

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    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)

            
	
              Effective
                Date

            	
              July
                25, 2012

            	
              $
                92,415,033.14

            
	
              July
                25, 2012

            	
              August
                25, 2012

            	
              $
                91,090,815.46

            
	
              August
                25, 2012

            	
              September
                25, 2012

            	
              $
                89,785,039.81

            
	
              September
                25, 2012

            	
              October
                25, 2012

            	
              $
                88,497,453.22

            
	
              October
                25, 2012

            	
              November
                25, 2012

            	
              $
                87,227,806.17

            
	
              November
                25, 2012

            	
              December
                25, 2012

            	
              $
                85,975,852.53

            
	
              December
                25, 2012

            	
              January
                25, 2013

            	
              $
                84,741,349.52

            
	
              January
                25, 2013

            	
              February
                25, 2013

            	
              $
                83,524,057.66

            
	
              February
                25, 2013

            	
              March
                25, 2013

            	
              $
                82,323,740.74

            
	
              March
                25, 2013

            	
              April
                25, 2013

            	
              $
                81,140,165.76

            
	
              April
                25, 2013

            	
              May
                25, 2013

            	
              $
                79,973,102.88

            
	
              May
                25, 2013

            	
              June
                25, 2013

            	
              $
                78,822,325.39

            
	
              June
                25, 2013

            	
              July
                25, 2013

            	
              $
                77,687,609.67

            
	
              July
                25, 2013

            	
              August
                25, 2013

            	
              $
                76,568,735.15

            
	
              August
                25, 2013

            	
              September
                25, 2013

            	
              $
                75,465,484.26

            
	
              September
                25, 2013

            	
              October
                25, 2013

            	
              $
                74,377,642.37

            
	
              October
                25, 2013

            	
              November
                25, 2013

            	
              $
                73,304,997.80

            
	
              November
                25, 2013

            	
              December
                25, 2013

            	
              $
                72,247,341.74

            
	
              December
                25, 2013

            	
              January
                25, 2014

            	
              $
                71,204,468.22

            
	
              January
                25, 2014

            	
              February
                25, 2014

            	
              $
                70,176,174.08

            
	
              February
                25, 2014

            	
              March
                25, 2014

            	
              $
                69,162,258.93

            
	
              March
                25, 2014

            	
              April
                25, 2014

            	
              $
                68,162,525.09

            
	
              April
                25, 2014

            	
              May
                25, 2014

            	
              $
                67,176,777.58

            
	
              May
                25, 2014

            	
              June
                25, 2014

            	
              $
                66,204,824.11

            
	
              June
                25, 2014

            	
              July
                25, 2014

            	
              $
                65,246,474.95

            
	
              July
                25, 2014

            	
              August
                25, 2014

            	
              $
                64,301,542.99

            
	
              August
                25, 2014

            	
              September
                25, 2014

            	
              $
                63,369,843.68

            
	
              September
                25, 2014

            	
              October
                25, 2014

            	
              $
                62,451,194.95

            
	
              October
                25, 2014

            	
              November
                25, 2014

            	
              $
                61,545,417.23

            
	
              November
                25, 2014

            	
              December
                25, 2014

            	
              $
                60,652,333.41

            
	
              December
                25, 2014

            	
              January
                25, 2015

            	
              $
                59,771,768.75

            
	
              January
                25, 2015

            	
              February
                25, 2015

            	
              $
                58,903,550.95

            
	
              February
                25, 2015

            	
              March
                25, 2015

            	
              $
                58,047,510.01

            
	
              March
                25, 2015

            	
              April
                25, 2015

            	
              $
                57,203,478.26

            
	
              April
                25, 2015

            	
              May
                25, 2015

            	
              $
                56,371,290.34

            
	
              May
                25, 2015

            	
              June
                25, 2015

            	
              $
                55,550,783.11

            
	
              June
                25, 2015

            	
              July
                25, 2015

            	
              $
                54,741,795.67

            
	
              July
                25, 2015

            	
              August
                25, 2015

            	
              $
                53,944,169.31

            
	
              August
                25, 2015

            	
              September
                25, 2015

            	
              $
                53,157,747.49

            
	
              September
                25, 2015

            	
              October
                25, 2015

            	
              $
                52,382,375.81

            
	
              October
                25, 2015

            	
              November
                25, 2015

            	
              $
                51,617,901.95

            
	
              November
                25, 2015

            	
              December
                25, 2015

            	
              $
                50,864,175.70

            
	
              December
                25, 2015

            	
              January
                25, 2016

            	
              $
                50,121,048.87

            
	
              January
                25, 2016

            	
              February
                25, 2016

            	
              $
                49,388,375.31

            
	
              February
                25, 2016

            	
              March
                25, 2016

            	
              $
                48,666,010.86

            
	
              March
                25, 2016

            	
              April
                25, 2016

            	
              $
                47,953,813.32

            
	
              April
                25, 2016

            	
              May
                25, 2016

            	
              $
                47,251,642.43

            
	
              May
                25, 2016

            	
              June
                25, 2016

            	
              $
                46,559,359.87

            
	
              June
                25, 2016

            	
              July
                25, 2016

            	
              $
                45,876,829.16

            
	
              July
                25, 2016

            	
              August
                25, 2016

            	
              $
                45,203,915.73

            
	
              August
                25, 2016

            	
              September
                25, 2016

            	
              $
                44,540,486.81

            
	
              September
                25, 2016

            	
              October
                25, 2016

            	
              $
                43,886,411.47

            
	
              October
                25, 2016

            	
              November
                25, 2016

            	
              $
                43,241,560.55

            
	
              November
                25, 2016

            	
              December
                25, 2016

            	
              $
                42,605,806.65

            
	
              December
                25, 2016

            	
              January
                25, 2017

            	
              $
                41,978,794.64

            
	
              January
                25, 2017

            	
              February
                25, 2017

            	
              $
                41,360,634.83

            
	
              February
                25, 2017

            	
              March
                25, 2017

            	
              $
                40,751,204.89

            
	
              March
                25, 2017

            	
              April
                25, 2017

            	
              $
                40,150,323.75

            
	
              April
                25, 2017

            	
              May
                25, 2017

            	
              $
                39,556,946.29

            
	
              May
                25, 2017

            	
              Termination
                Date

            	
              $
                38,951,832.62

            


    


    
      
        Global
          No. N614223N

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      A

    


    Paragraph
      13 of the Credit Support Annex

    


    
      
        Global
          No. N614223N

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
       
        

      ANNEX
        A

      


      ISDA®

      CREDIT
        SUPPORT ANNEX

      to
        the
        Schedule to the

      ISDA
        Master Agreement

      dated
        as
        of May 31, 2007 
        between

      Deutsche
        Bank AG (hereinafter referred to as “Party
        A”
        or
“Pledgor”)

      And

      HSBC
        Bank USA, National Association, not in its individual capacity, but solely
        as
        Supplemental Interest Trust Trustee for the Supplemental Interest Trust with
        respect to MortgageIT
        Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
        Certificates (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 May 31, 2007, between Party
        A
        and Party B, Global No. N614223N.


      
      

      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) as amended (I) by deleting
                  the
                  words “upon a demand made by the Secured Party on or promptly following
                  a
                  Valuation Date” and inserting in lieu thereof the words “not later than
                  the close of business on each Valuation Date” and (II) by deleting in its
                  entirety 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.” and inserting in lieu thereof
                  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 First Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                  Valuation Date of all Posted Credit Support held by the Secured
                  Party,
                  and

              


      

       


      
        
          Global
            No. N614223N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                  such Valuation Date of all Posted Credit Support held by the Secured
                  Party.

              


      

       

      
        	 	
                (B)

              	
                “Return
                  Amount”
                  has the meaning specified in Paragraph 3(b) as amended by deleting
                  in its
                  entirety the sentence beginning “Unless otherwise specified in Paragraph
                  13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                  thereof 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 First Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s Second Trigger Credit Support Amount for such Valuation
                  Date.

              


      

       

      
        	 	
                (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 First Trigger Credit Support Amount, or
                  the Moody’s Second Trigger 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):

       


      
        
          Global
            No. N614223N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Collateral

              	
                S&P

                Valuation
                  

                Percentage

              	
                Moody’s
                  

                First
                  Trigger Valuation

                Percentage

              	
                Moody’s
                  

                Second
                  Trigger Valuation

                Percentage

              
	 	 	 	 	 
	(A)	
                Cash

              	
                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

              	
                98.5%

              	
                100%

              	
                100%

              
	 	 	 	 	 
	(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

              	
                89.9%

              	
                100%

              	
                94%

              
	 	 	 	 	 
	(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

              	
                83.9%

              	
                100%

              	
                87%

              


      

      
      

      
        	 	 	 


        	 	
                (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)

              	
                “Threshold”
                  means, with respect to Party A and any Valuation Date, zero if
                  (i) a
                  Collateral Event has occurred and has been continuing (x) for at
                  least 30
                  days or (y) since this Annex was executed, or (ii) a Required Ratings
                  Downgrade Event has occurred and is continuing; 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 the 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.

              


      

       


      
        
          Global
            No. N614223N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                (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
                  Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                  the Moody’s Second Trigger Credit Support Amount is greater than
                  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.


              


      

       

      
        	 	
                (iv)

              	
                “Notification
                  Time” means
                  11:00 a.m., New York time, on a Local Business Day.
                  

              


      

       

      
        	 	
                (v)

              	
                External
                  Verification.
                  Notwithstanding anything to the contrary in the definitions of
                  Valuation
                  Agent or Valuation Date, at any time at which Party A (or, to the
                  extent
                  applicable, its Credit Support Provider) does not have a long-term
                  unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                  the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                  the S&P Value of Posted Credit Support on each Valuation Date based on
                  internal marks and (B) verify such calculations with external marks
                  monthly by obtaining on the last Local Business Day of each calendar
                  month
                  two external marks for each Transaction to which this Annex relates
                  and
                  for all Posted Credit Support; such verification of the Secured
                  Party’s
                  Exposure shall be based on the higher of the two external marks.
                  Each
                  external mark in respect of a Transaction shall be obtained from
                  an
                  independent Reference Market-maker that would be eligible and willing
                  to
                  enter into such Transaction in the absence of the current derivative
                  provider, provided that an external mark may not be obtained from
                  the same
                  Reference Market-maker more than four times in any 12-month period.
                  The
                  Valuation Agent shall obtain these external marks directly or through
                  an
                  independent third party, in either case at no cost to Party B.
                  The
                  Valuation Agent shall calculate on each Valuation Date (for purposes
                  of
                  this paragraph, the last Local Business Day in each calendar month
                  referred to above shall be considered a Valuation Date) the Secured
                  Party’s Exposure based on the greater of the Valuation Agent’s internal
                  marks and the external marks received. If the S&P Value on any such
                  Valuation Date of all Posted Credit Support then held by the Secured
                  Party
                  is less than the S&P Credit Support Amount on such Valuation Date (in
                  each case as determined pursuant to this paragraph), Party A shall,
                  within
                  three Local Business Days of such Valuation Date, Transfer to the
                  Secured
                  Party Eligible Credit Support having an S&P Value as of the date of
                  Transfer at least equal to such deficiency.


              


      

       

      
        	 	
                (vi)

              	
                Notice
                  to S&P.
                  At
                  any time at which Party A (or, to the extent applicable, its Credit
                  Support Provider) does not have a long-term unsubordinated and
                  unsecured
                  debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                  provide to S&P not later than the Notification Time on the Local
                  Business Day following each Valuation Date its calculations of
                  the Secured
                  Party’s Exposure and the S&P Value of any Eligible Credit Support or
                  Posted Credit Support for that Valuation Date. The Valuation Agent
                  shall
                  also provide to S&P any external marks received pursuant to the
                  preceding paragraph.

              


      

       


      
        
          Global
            No. N614223N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                (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 First Trigger
                  Value, and Moody’s Second Trigger Value, on any date, of Eligible
                  Collateral other than Cash will be calculated as follows:
                  

              


      

       

      For
        Eligible Collateral in the form of securities 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.

       

      
        	 	
                (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 Securities Administrator
        or (B) any entity other than the entity then serving as Securities Administrator
        if such other entity (or, to the extent applicable, its parent company or
        credit
        support provider) shall then have a short-term unsecured and unsubordinated
        debt
        rating from S&P of at least “A-1.”


      
        
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      Initially,
        the Custodian
        for
        Party B is: Securities Administrator

       

      
        	 	
                (ii)

              	
                Use
                  of Posted Collateral. The
                  provisions of Paragraph 6(c)(i) will not apply to Party B, but
                  the
                  provisions of Paragraph 6(c)(ii) will apply to 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. If no investment
                  direction
                  is received, the Posted Collateral in the form of Cash shall be
                  held
                  uninvested. 

              


      

       

      
        	
                (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.

              


      

       

      
        	 	
                (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.


              


      

       

      
        	 	
                (iii)

              	
                Alternative
                  to Interest Amount.
                  The provisions of Paragraph 6(d)(ii) will
                  apply.

              


      

       

      
        	
                (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: 


      
        	 	
                Address:

              	
                Wells
                  Fargo Bank, N.A.

              	 
	 	 	
                9062
                  Old Annapolis Road

              	 
	 	 	
                Columbia,
                  MD 21045

              	 
	 	
                Attention:

              	
                Client
                  Manager MortgageIT, Series 2007-1

              	 
	 	
                Tel:

              	
                410-884-2000

              	 
	 	
                Fax:

              	
                410-715-2380
                  

              	 


      


      
        
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                (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: to be provided by Party A in
        writing.

       

      Party
        B’s
        Custodian account details for holding collateral:

       

      Wells
        Fargo Bank, N.A.

      ABA
        #
        121000248

      Account
        Name: Corporate Trust Clearing 

      Account
        #
        3970771416

      MortgageIT,
        Series 2007-1 Swap Collateral Account #5311404

      


      
        	
                (m)

              	
                Other
                  Provisions.

              


      

       

      
        	 	
                (i)

              	
                Collateral
                  Account.
                  Party B shall open and maintain a segregated account, which shall
                  be an
                  Eligible Account, and hold, record and identify all Posted Collateral
                  in
                  such segregated account, in accordance with the Pooling and Servicing
                  Agreement. 

              


      

       

      
        	 	
                (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 First Trigger Value,
                  Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                  deleting the words “a Value” and inserting in lieu thereof “an S&P
                  Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                  (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                  Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                  Paragraph 5 (flush language) is hereby amended by deleting the
                  word
                  “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                  Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                  language) is hereby amended by deleting the word “Value” and inserting in
                  lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                  Second Trigger 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 First Trigger Value, or Moody’s Second Trigger
                  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 First Trigger Value, or Moody’s
                  Second Trigger Value” and (2) deleting the second instance of the words
                  “the Value” and inserting in lieu thereof “such disputed S&P Value,
                  Moody’s First Trigger Value, or Moody’s Second Trigger 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 First Trigger Value, and Moody’s Second Trigger 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.

              


      

       


      
        
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                (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) Required
                  Ratings Downgrade Event has occurred and been continuing for 30
                  or more
                  Local Business Days, and (B) such failure is not remedied on or
                  before the
                  third Local Business Day after notice of such failure is given
                  to Party
                  A.

              


      

       

      
        	 	
                (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 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:

       

      “Collateral
        Event” means
        that no Relevant Entity has credit ratings at least equal to the Approved
        Ratings Threshold.

       

      “Exposure”
        has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
        Schedule is deleted)” shall be inserted. 

       

      “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
        First Trigger Credit Support Amount” means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                  occurred and has been continuing (x) for at least 30 Local Business
                  Days
                  or (y) since this Annex was executed and (II) it is not the case
                  that a
                  Moody’s Second Trigger Ratings Event has occurred and been continuing
                  for
                  at least 30 Local Business Days, an amount equal to the greater
                  of (a)
                  zero and (b) the sum of (i) the Secured Party’s Exposure for such
                  Valuation Date and (ii) the sum, for each Transaction to which
                  this Annex
                  relates, of 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,
                  (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 

              


      

       


      
        
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                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II)   the
        Threshold for Party A such Valuation Date.

       

      “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 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 Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which it is the case that a Moody’s Second Trigger
                  Ratings Event has occurred and been continuing for at least 30
                  Local
                  Business Days, an amount equal to the greatest of (a) zero, (b)
                  the
                  aggregate amount of the Next Payments for all Next Payment Dates,
                  and (c)
                  the sum of (x) the Secured Party’s Exposure for such Valuation Date and
                  (y) the sum, for each Transaction to which this Annex relates,
                  of
                  

              


      

       

      (1)
        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

       

      (2)
        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; or 

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      (II) the
        Threshold for Party A for such Valuation Date.

       

      “Moody’s
        Second 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 Second Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

       

      “Next
        Payment”
        means,
        in respect of each Next Payment Date, the greater of (i) the amount of any
        payments due to be made by Party A under Section 2(a) on such Next Payment
        Date
        less any payments due to be made by Party B under Section 2(a) on such Next
        Payment Date (in each case, after giving effect to any applicable netting
        under
        Section 2(c)) and (ii) zero.

       

      “Next
        Payment Date”
        means
        each date on which the next scheduled payment under any Transaction is due
        to be
        paid.

       


      
        
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      “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 at least equal to the S&P
        Approved Ratings Threshold.

       

      “S&P
        Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)
                  

              	
                for
                  any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                  Event, has occurred and been continuing for at least 30 days, or
                  (ii) a
                  S&P 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 Volatility Buffer
                  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.

       

      “S&P
        Required Ratings Downgrade Event”
        means
        that on any date, no Relevant Entity has credit ratings at least equal to
        the
        S&P Required Ratings Threshold.

       

      “S&P
        Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the
        product of (A) the bid price obtained by the Valuation Agent for such Eligible
        Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
        set forth in paragraph 13(b)(ii).

       

      “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 First Trigger
        Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
        or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
        Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
        such Eligible Collateral or Posted Collateral, respectively, in each case
        as set
        forth in Paragraph 13(b)(ii).

       

       


      
        
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      “Value”
        shall
        mean, in respect of any date, the related S&P Value, the related Moody’s
        First Trigger Value, and the related Moody’s Second Trigger Value.

       

      “Volatility
        Buffer”
        means,
        for any Transaction, the related percentage set forth in the following table.
        

      

        
          	
                  The
                    higher of the S&P 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%

                


        

      

      


       

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        of this page intentionally left blank]

       


      
        
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      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%

              


      

      


       


      
        
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      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%

              


      


      
        
          Global
            No. N614223N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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%

              


      

      


       


      
        
          Global
            No. N614223N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
        representatives as of the date of the Agreement.

       

      
        	
                Deutsche
                  Bank AG

              	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but solely
                  as Supplemental Interest Trust Trustee for the Supplemental Interest
                  Trust
                  with respect to MortgageIT
                  Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
                  Certificates

              
	 	 
	
                By:
                  /s/ Maria Valdez

                 

                Name:
                  Maria Valdez

                Authorized
                  Signatory

              	
                By:
                  /s/ Elena Zheng

                 

                Assistant
                  Vice President

                HSBC
                  Bank USA, N.A.

              
	 	 
	
                By:
                  /s/ Chris Flanagan

                 

                Name:
                  Chris Flanagan

                Authorized
                  Signatory

              	 


      

      


       


      
        
          Global
            No.
            N614223N

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

       

    

    EXHIBIT
      I-3

     

    CERTIFICATE
      SWAP III

    
      
      

      

      Deutsche
        Bank AG New York

      60
        Wall Street

      New
        York, NY 10005

      Telephone:
        212-250-5977

      Facsimilie:
        212-797-8826


      
        	 	 
	
                DATE:

              	
                May
                  31, 2007 

              
	 	 
	
                TO:

              	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but solely
                  as Supplemental Interest Trust Trustee for the Supplemental Interest
                  Trust
                  with respect to MortgageIT Securities Corp. Mortgage Loan Trust,
                  Series
                  2007-1 Mortgage Pass-Through Certificates
                  (“Party B”)

              
	 	 
	
                ATTENTION:

              	
                HSBC
                  BANK USA, National Association

              
	 	
                CTLA
                  - Structured Finance 

              
	 	
                452
                  Fifth Avenue

              
	 	
                Attn:
                  Susie Moy

              
	 	
                New
                  York, NY 10018

              
	 	 
	
                FROM:

              	
                Deutsche
                  Bank AG,
                  New York Branch 

              
	 	 
	
                ATTENTION:
                  

              	
                New
                  York Derivatives Documentation 

              
	
                TELEPHONE: 

              	
                1
                  212 250 9425 

              
	
                FACSIMILE:
                   

              	
                1
                  212 797 0779 

              
	
                EMAIL:
                   

              	
                NYderivative.documentation@db.com

              
	 	 
	
                OUR
                  REFERENCE:

              	
                Global
                  No. N614227N

              
	 	 
	
                RE:

              	
                Interest
                  Rate Swap Transaction III

              
	 	 


      

      
      

      The
        purpose of this long-form confirmation (“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 2007-1 Mortgage Pass-Through Certificates (the “Supplemental
        Interest Trust”)
        created under the Pooling and Servicing Agreement, dated as of May 1, 2007,
        among MortgageIT Securities Corp. as Depositor, Wells Fargo Bank, National
        Association as Servicer, Master Servicer and Securities Administrator and
        HSBC
        Bank USA, National Association as Trustee. This 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. This Confirmation constitutes a
“Confirmation”
        and also
        constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
        Annex to the Schedule. 


      


      
        	
                1.

              	
                This
                  Confirmation 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 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. In the
                  event of
                  any inconsistency among any of the following documents, the relevant
                  document first listed shall govern: (i) this Confirmation, exclusive
                  of
                  the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 hereof, which are incorporated by
                  reference
                  into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                  and (v) the ISDA Master Agreement.

              


      

      



      
        
          Global
            No. N614227N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 provisions herein deemed
        incorporated in a 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. 

      

        
          	
                  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 amount
                    set forth
                    for such period on Schedule I attached hereto and (y) the aggregate
                    principal balance of the group II fixed rate Mortgage Loans at
                    the
                    beginning of the Due Period in which the related Calculation
                    Period begins
                    (determined for this purpose without regard to any adjustment
                    of the
                    Floating Rate Payer Payment Date or Due Period relating to business
                    days).
                    

                

              


      

         


      
        	 	
                Trade
                  Date:

              	
                May
                  15, 2007

              


      

      


      
        	 	
                Effective
                  Date:

              	
                June
                  25, 2012

              


      

      


      
        	 	
                Termination
                  Date:

              	
                June
                  25, 2017, 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
                  July 25, 2012, 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.
                  

              


      

      


      
        	 	
                Fixed
                  Rate:

              	
                5.21%

              


      

      


      Fixed
        Rate Day 

      
        	 	
                Count
                  Fraction:

              	
                30/360

              


        	 	 	 


      

      
      

      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
                  July 25, 2012 and ending on the Termination Date, subject to adjustment
                  in
                  accordance with the Business Day
                  Convention.

              


      

      



      
        
          Global
            No. N614227N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 Option:

              	
                USD-LIBOR-BBA

              


      

       

      
        	 	
                Designated
                  Maturity:

              	
                One
                  month

              


      

      


      Floating
        Rate Day 

      
        	 	
                Count
                  Fraction:

              	
                Actual/360

              


      

       

      
        	 	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation
                  Period.

              


      

      


      
        	 	
                Compounding:

              	
                Inapplicable

              


      

      


      
        	 	
                Business
                  Days:

              	
                New
                  York

              


      

      


      
        	 	
                Business
                  Day Convention:

              	
                Following

              


      

      


      
        	 	
                Calculation
                  Agent:

              	
                Party
                  A

              


      

       

      
        	
                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 Required
                  Ratings
                  Downgrade Event has occurred and been continuing for 30 or more
                  Local
                  Business Days and (B) such failure is not remedied on or before
                  the third
                  Local Business Day after notice of such failure is given to Party
                  A.

              


      

      



      
        
          Global
            No. N614227N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                (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) of the Credit
                  Support Annex; 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 Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

      


      
        	 	
                (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:

      


      “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, the Eligible Guarantor.


      


      “Shareholders’
        Equity” means with respect to an entity, at any time, the sum (as shown in the
        most recent annual audited financial statements of such entity) of (i) its
        capital stock (including preferred stock) outstanding, taken at par value,
        (ii)
        its capital surplus and (iii) its retained earnings, minus (iv) treasury
        stock,
        each to be 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 except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


      

      


      
        	 	
                (viii)

              	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      (d)   Termination
        Events.


      
        
          Global
            No. N614227N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      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.

              


      

      


      
        	
                (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, in the event 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 a Reference Market-maker that is 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 Reference Market-maker 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
                  a Market Quotation for the relevant Terminated Transaction or group
                  of
                  Terminated Transactions is accepted by Party B so as to become
                  legally
                  binding on or before the day falling ten Local Business Days after
                  the day
                  on which the Early Termination Date is designated, or such later
                  day as
                  Party B may specify in writing to Party A, but in either case no
                  later
                  than one Local Business Day prior to the Early Termination Date
                  (such day,
                  the “Latest Settlement Amount Determination Day”), the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; 

              


      


      
        
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                (b)

              	
                If,
                  on the Latest Settlement Amount Determination Day, 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 made and remain capable of becoming legally binding upon acceptance,
                  the Settlement Amount shall equal the Termination Currency Equivalent
                  of
                  the amount (whether positive or negative) of the lowest of such
                  Market
                  Quotations (for the avoidance of doubt, the lowest of such Market
                  Quotations shall be the lowest Market Quotation of
                  such Market Quotations
                  expressed as a positive number or, if any of such Market Quotations
                  is
                  expressed as a negative number, the Market Quotation expressed
                  as a
                  negative number with the largest absolute value);
                  or

              


      

      


      
        	 	
                (c)

              	
                If,
                  on the Latest Settlement Amount Determination Day, 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 remains capable of becoming
                  legally
                  binding upon acceptance, the Settlement Amount shall equal 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 Latest Settlement
                  Amount Determination Day.

              


      

      


      
        	 	
                (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-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

      


      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations from Approved Replacements
                  remain
                  capable of becoming legally binding upon acceptance, Party B shall
                  be
                  entitled to accept only the lowest of such Market Quotations (for
                  the
                  avoidance of doubt, the lowest of such Market Quotations shall
                  be the
                  lowest Market Quotation of such Market Quotations expressed as
                  a positive
                  number or, if any of such Market Quotations is expressed as a negative
                  number, the Market Quotation expressed as a negative number with
                  the
                  largest absolute value).

              


      

      


      
        	 	
                (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).
                  

              


      


      
        
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      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. 

      


       


      
        
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      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

              	
                A
                  correct, complete and duly executed U.S. Internal Revenue Service
                  Form
                  W-8ECI or other applicable form (or successor thereto), together
                  with
                  appropriate attachments, 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

              	
                Party
                  B will deliver at closing an original properly completed and executed
                  United States Internal Revenue Service Form W-9 or other applicable
                  form
                  (or any successor thereto) 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, and
                  may
                  deliver other tax forms relating to 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)
                  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.

              


      

      


      



      
        
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      (b) For
        the
        purpose of Section 4(a)(ii), other documents to be delivered (unless otherwise
        publicly available) 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, this 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, this 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, this 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 acceptable in form and substance
                  to Party
                  B

              	 	
                Upon
                  the execution and delivery of this Agreement

              	
                No

              


      

      



      
        
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      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

      


      (For
        all
        purposes)

      

        Address
          for notices or communications to Party B: 

        


        
          	 	
                  Address:

                	
                  HSBC
                    BANK USA, National Association

                  
                    CTLA
                      - Structured Finance 

                  

                


        

        
          	 	
                	
                  452
                    Fifth Avenue 

                


        

        
          	 	
                	
                  New
                    York, NY  10018

                


        

        
          	 	
                  Attention:

                	
                  Susie
                    Moy

                


        

        
          	 	
                  Tel:

                	
                  212-525-1362

                


        

           


        with
          a
          copy to:

         

        
          
            	 	
                    Address:

                  	
                    Wells
                      Fargo Bank, N.A.

                  


          

          
            	 	 	
                    9062
                      Old Annapolis Road

                  


          

          
            	 	 	
                    Columbia,
                      Maryland 21045 

                  


          

          
            	 	
                    Attention:

                  	
                    Client
                      Manager MortgageIT, Series 2007-1

                  


          

          
            	 	
                    Tel:

                  	
                    410-884-2000

                  


          

          
            	 	
                    Fax:

                  	
                    410-715-2380

                  


            	 	 	 


          

        

        (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; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section and Party A agrees that, for purposes of Section 6(b) of
                  this
                  Agreement, it shall not in the future have any Office other than
                  one in
                  the United States.

              


      

      


      
        	
                (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.

              


      

       

       

      
        
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                (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 third party, reasonably
                  acceptable to Party A, the cost for which shall be borne by Party
                  A.

              


      

      


      (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, 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.
                  The parties agree that 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).

              


      

      



      
        
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      Part
        5.  Others
        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.

              


      

       

      (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 regarding the Transaction (whether written or oral), 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.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) the 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. 

              


      


      
        
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                (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 by (i) deleting the words “or if a Tax
                  Event Upon Merger occurs and the Burdened Party is the Affected
                  Party,”
                  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 1 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)

              	
                First
                  Rating Trigger Collateral.
                  If
                  (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  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,
                  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.
                  If
                  (A) a Required Ratings Downgrade Event has occurred and been continuing
                  for 30 or more Local Business Days and (B) (i) at least one Eligible
                  Replacement has made a Firm Offer to be the transferee of all of
                  Party A’s
                  rights and obligations under this Agreement (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Replacement
                  upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                  has made
                  a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Guarantor
                  immediately upon acceptance by the offeree), 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. 

              


      

      


      
        	 	
                (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), 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.
                  

              


      

      


      



      
        
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                (iv)

              	
                Failure
                  to Comply with Regulation AB Requirements. If,
                  upon the occurrence of a Disclosure Event (as defined in Part 5(e)
                  below)
                  Party A has not complied with any of the provisions set forth in
                  clause
                  (iii) of Part 5(e) below, 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.

              


        	 	 	 


        	 	(iv)	
                Optional Termination
                  of
                  Securitization.
                  An Additional Termination Event shall occur upon the notice to
                  Certificateholders of an Optional Termination becoming unrescindable
                  in
                  accordance with Article X of the Pooling and Servicing Agreement
                  (such
                  notice, the “Optional
                  Termination Notice”).
                  With respect to such Additional Termination Event: (A) Party B
                  shall be
                  the sole Affected Party; (B) notwithstanding anything to the contrary
                  in
                  Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                  specified
                  in the Optional Termination Notice is hereby designated as the
                  Early
                  Termination Date for this Additional Termination Event in respect
                  of all
                  Affected Transactions; (C) Section 2(a)(iii)(2) shall not be applicable
                  to
                  any Affected Transaction in
                  connection with the Early Termination Date resulting from this
                  Additional
                  Termination Event; notwithstanding anything to the contrary in
                  Section
                  6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                  2(e) in
                  respect of the Terminated Transactions resulting from this Additional
                  Termination Event will be required to be made through and including
                  the
                  Early Termination Date designated
                  as a result of this Additional Termination Event; provided, for
                  the
                  avoidance of doubt, that any such payments or deliveries that are
                  made on
                  or prior to such Early Termination Date will not be treated as
                  Unpaid
                  Amounts in determining the amount payable in respect of such Early
                  Termination Date; (D) notwithstanding anything to the contrary
                  in Section
                  6(d)(i), (I) if, no later than 4:00 pm New York City time on the
                  day that
                  is four Business Days prior to the final Distribution Date specified
                  in
                  the Optional Termination Notice, the Securities Administrator requests
                  the
                  amount of the Estimated Swap Termination Payment, Party A shall
                  provide to
                  the Securities Administrator in writing (which may be done in electronic
                  format) the amount of the Estimated Swap Termination Payment no
                  later than
                  2:00 pm New York City time on the following Business Day and (II)
                  if the
                  Securities Administrator provides written notice (which may be
                  done in
                  electronic format) to Party A no later than two Business Days prior
                  to the
                  final Distribution Date specified in the Optional Termination Notice
                  that
                  all requirements of the Optional Termination have been met, then
                  Party A
                  shall, no later than one Business Day prior to the final Distribution
                  Date
                  specified in the Optional Termination Notice, make the calculations
                  contemplated by Section 6(e) of the ISDA Master Agreement (as amended
                  herein) and provide to the Securities Administrator in writing
                  (which may
                  be done in electronic format) the amount payable by either Party
                  B or
                  Party A in respect of the related Early Termination Date in
                  connection with this Additional Termination Event; provided, however,
                  that
                  the amount payable by Party B, if any, in respect of the related
                  Early
                  Termination Date shall be the lesser of (x) the amount calculated
                  to be
                  due from Party B pursuant to Section 6(e) and (y) the Estimated
                  Swap
                  Termination Payment; and (E) notwithstanding anything to the contrary
                  in
                  this Agreement, any amount due from Party B to Party A in respect
                  of this
                  Additional Termination Event will be payable on the final Distribution
                  Date specified in the Optional Termination Notice and any amount
                  due from
                  Party A to Party B in respect of this Additional Termination Event
                  will be
                  payable one Business Day prior to the final Distribution Date specified
                  in
                  the Optional Termination Notice. The Securities Administrator shall
                  be an
                  express third party beneficiary of this Agreement as if a party
                  hereto to
                  the extent of the Securities Administrator’s rights specified herein.
                  

              


      

       


      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event.
                  In
                  the event that no Relevant Entity has credit ratings at least equal
                  to the
                  Required Ratings Threshold, then Party A shall, as soon as reasonably
                  practicable and so long as a Required Ratings Downgrade Event is
                  in
                  effect, at its own expense, using commercially reasonable efforts,
                  procure
                  either (A) a Permitted Transfer or (B) an Eligible
                  Guarantee.

              


      

      


      (e)   Compliance
        with Regulation AB. 

      


      (i) Party
        A agrees and acknowledges that MortgageIT Securities Corp. (“Depositor”) is
        required under Regulation AB under the Securities Act of 1933, as amended,
        and
        the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
        (“Regulation AB”), to disclose certain financial information regarding Party A
        or its group of affiliated entities, if applicable, depending on the aggregate
        “significant percentage” of this Agreement and any other derivative contracts
        between Party A or its group of affiliated entities, if applicable, and
        Counterparty, as calculated from time to time in accordance with Item 1115
        of
        Regulation AB.


      
        
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      (ii) It
        shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business
        Day after the date hereof, Depositor requests from Party A the applicable
        financial information described in Item 1115 of Regulation AB (such request
        to
        be based on a reasonable determination by Depositor, in good faith, that
        such
        information is required under Regulation AB) (the “Swap Financial
        Disclosure”).

      


      (iii)
         Upon
        the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall
        (1)(a) either (i) provide to Depositor the current Swap Financial Disclosure
        in
        an EDGAR-compatible format (for example, such information may be provided
        in
        Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
        provide written consent to Depositor to incorporation by reference of such
        current Swap Financial Disclosure as is filed with the Securities and Exchange
        Commission in the Exchange Act Reports of Depositor, (b) if applicable, cause
        its outside accounting firm to provide its consent to filing or incorporation
        by
        reference in the Exchange Act Reports of Depositor of such accounting firm’s
        report relating to their audits of such current Swap Financial Disclosure,
        and
        (c) provide to Depositor any updated Swap Financial Disclosure with respect
        to
        Party A or any entity that consolidates Party A within five days of the release
        of any such updated Swap Financial Disclosure; (2) secure an Eligible
        Replacement, which entity complies with the requirements of Item 1115 of
        Regulation AB, including providing the information contemplated by Part
        5(e)(iii)(1) above, to enter a Replacement Transaction by way of a Permitted
        Transfer or (3) obtain an Eligible Guarantee of Party A’s obligations under this
        Agreement from an affiliate of Party A that is able to comply with the financial
        information disclosure requirements of Item 1115 of Regulation AB, including
        providing the information contemplated by Part 5(e)(iii)(1) above, such that
        disclosure provided in respect of the affiliate will satisfy any disclosure
        requirements applicable to Party A, and cause such affiliate to provide Swap
        Financial Disclosure. If permitted by Regulation AB, any required Swap Financial
        Disclosure may be provided by incorporation by reference from reports filed
        pursuant to the Exchange Act.

      


      (iv) Party
        A and the primary obligor under any Credit Support Document agree that, in
        the
        event that Party A provides Swap Financial Disclosure to Depositor in accordance
        with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial
        Disclosure to Depositor in accordance with Part 5(e)(iii)(c), Party A and
        such
        primary obligor will indemnify and hold harmless Depositor, its respective
        directors or officers and any person controlling Depositor, from and against
        any
        and all losses, claims, damages and liabilities caused by any untrue statement
        or alleged untrue statement of a material fact contained in such Swap Financial
        Disclosure or caused by any omission or alleged omission to state in such
        Swap
        Financial Disclosure a material fact, when considered in conjunction with
        any
        other information regarding Party A or the derivative instrument being written
        by Party A in the final prospectus for MortgageIT
        Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
        Certificates,
        required to be stated therein or necessary to make the statements therein,
        in
        light of the circumstances under which they were made, not
        misleading.

      


      (v)
        Third Party Beneficiary. Depositor shall be an express third party beneficiary
        of this Agreement as if a party hereto to the extent of Depositor’s rights
        explicitly specified herein.

         



      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)    Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
        5(d),
        and Part 5(e), or the succeeding sentence, neither Party A nor Party B is
        permitted to assign, novate or transfer (whether by way of security or
        otherwise) as a whole or in part any of its rights, obligations or interests
        under the Agreement or any Transaction 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. At any time at which no Relevant Entity has
        credit ratings at least equal to the Approved Ratings Threshold, Party A
        may
        make a Permitted Transfer.” 

       

      
        	 	
                (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.
                  

              


      

       

       

      
        
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                (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 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 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 Swap Rating Agency has been given 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 Swap Rating
                  Agencies
                  has been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	
                (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 Swap 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.

              


      

       

       

      
        
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        	(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. 

              


        	 	 


        	
                (n)

              	
                Supplemental
                  Interest Trust Trustee Liability Limitations.
                  It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed by HSBC Bank USA, National Association (“HSBC”)
                  not in its individual capacity, but solely as Supplemental Interest
                  Trust
                  Trusteee under the Pooling and Servicing Agreement in the exercise
                  of the
                  powers and authority conferred and invested in it thereunder; (b)
                  HSBC 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, undertakings and agreements herein made on
                  behalf of
                  Party B is made and intended not as personal representations of
                  the
                  Supplemental Interest Trust but is made and intended for the purpose
                  of
                  binding only Party B; and (d) under no circumstances shall HSBC
                  in its individual capacity be personally liable for 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 its 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 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)

              	
                Escrow
                  Payments.
                  If
                  (whether by reason of the time difference between the cities in
                  which
                  payments are to be made or otherwise) it is not possible for simultaneous
                  payments to be made on any date on which both parties are required
                  to make
                  payments hereunder, either Party may at its option and in its sole
                  discretion notify the other Party that payments on that date are
                  to be
                  made in escrow. In this case deposit of the payment due earlier
                  on that
                  date shall be made by 2:00 pm (local time at the place for the
                  earlier
                  payment) on that date with an escrow agent selected by the notifying
                  party, accompanied by irrevocable payment instructions (i) to release
                  the
                  deposited payment to the intended recipient upon receipt by the
                  escrow
                  agent of the required deposit of any corresponding payment payable
                  by the
                  other party on the same date accompanied by irrevocable payment
                  instructions to the same effect or (ii) if the required deposit
                  of the
                  corresponding payment is not made on that same date, to return
                  the payment
                  deposited to the party that paid it into escrow. The party that
                  elects to
                  have payments made in escrow shall pay all costs of the escrow
                  arrangements.

              


      

       


      
        
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                (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. 

              


      

      


      
        	
                (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.

              


      

      


      
        	
                (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 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
                  pursuant to the Pooling and Servicing
                  Agreement.

              


      

       

      
        	
                (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: 

         

      

       


      
        
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      “Approved
        Ratings Threshold”
        means
        each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
        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 (e) 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.

      


      “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
        (for the avoidance of doubt, not limited to payment obligations) of Party
        A or
        an Eligible Replacement to Party B under this Agreement that is provided
        by an
        Eligible Guarantor as principal debtor rather than surety and that 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 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 Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to 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
        withholding been required.

      


      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings from S&P at least equal to the S&P
        Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
        credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
        a Collateral Event (as defined in the Credit Support Annex) not to occur
        or
        continue with respect to Moody’s. 

      


      “Eligible
        Replacement”
        means an
        entity (A) (i) (a) that has credit ratings from S&P at least equal to the
        S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
        least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Replacement with credit ratings below
        the
        Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
        defined in the Credit Support Annex) not to occur or continue with respect
        to
        Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
        not limited to payment obligations) of which entity to Party B under this
        Agreement are guaranteed pursuant to an Eligible Guarantee.

      


      “Estimated
        Swap Termination Payment”
        means,
        with respect to an Early Termination Date, an amount determined by Party
        A in
        good faith and in a commercially reasonable manner as the maximum payment
        that
        could be owed by Party B to Party A in respect of such Early Termination
        Date
        pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
        then
        current market conditions.

      


      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such 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, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

      


        
          
            Global
              No. N614227N

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



       

      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings 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 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 Ratings 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), Part 5(d),
        Part
        5(e), or the second sentence of Section 7 (as amended herein) to a transferee
        (the “Transferee”)
        of all,
        but not less than all, 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 that is a recognized dealer in interest
        rate swaps organized under the laws of the United States of America or a
        jurisdiction located in the United States of America (or another jurisdiction
        reasonably acceptable to Party B), (b) 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), (c) an Event of Default or Termination Event would
        not
        occur as a result of such transfer, (d) Party B has consented in writing
        to the
        transfer, such consent not to be unreasonably withheld, (e) the transfer
        would
        not give rise to a taxable event or any other adverse Tax consequences to
        Party
        B or its interest holders, as determined by Party B in its sole discretion,
        (f)
        pursuant to a written instrument (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction, (g) Party B shall have determined,
        in
        its sole discretion, acting in a commercially reasonable manner, that such
        Transfer Agreement is effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights and obligations under the Agreement and all
        relevant Transactions; (h) 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); (i) either (A) Moody’s has been given
        prior written notice of such transfer and the Rating Agency Condition is
        satisfied with respect to S&P or (B) each Swap Rating Agency has been given
        prior written notice of such transfer and such transfer is in connection
        with
        the assignment and assumption of this Agreement without modification of its
        terms, 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 (j) 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 Swap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Swap Rating Agencies and receive from each such Swap Rating Agency
        a
        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.

       


      
        
          Global
            No. N614227N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      “Relevant
        Entity” means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

      


      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) 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) by the parties under
        Section 2(a)(i) 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 (ii) has terms
        which
        are substantially identical to this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transactions, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

      


      “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 and the Moody’s Second Trigger
        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
        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+”.

      


      “S&P
        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
        or
        counterparty rating from S&P of “BBB+”. 

      


      “Swap
        Rating Agencies”
        means,
        with respect to any date of determination, each of S&P and Moody’s, to the
        extent that each such rating agency is then providing a rating for any of
        the
        MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage
        Pass-Through Certificates (the “Certificates”) or any notes backed by the
        Certificates (the “Notes”).

      


       

      [Remainder
        of this page intentionally left blank.]

       


      
        
          Global
            No. N614227N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      4.   Account
        Details and Settlement Information:

      


      
        	
                Payments
                  to Party A:

              	
                Account
                  with bank:

              


      

      
        	 	
                DB
                  Trust Co Americas

              


      

      
        	 	
                ABA
                  021001033

              


      

      
        	 	
                BKTRUS33

              


      

      


      
        	 	
                Beneficiary:

              


      

      
        	 	
                Deutsche
                  Bank AG New York

              


      

      
        	 	
                a/c:
                  01473969

              


      

      
        	 	
                Global
                  No. N614227N

              


      

      


      
        	
                Payments
                  to Party B:

              	
                Wells
                  Fargo Bank, N.A.

              


      

      
        	 	
                ABA
                  # 121000248

              


      

      
        	 	
                Account
                  Name: Corporate Trust Clearing

              


      

      
        	 	
                Account
                  # 3970771416

              


      

      
        	 	
                FFC
                  to: 53151401

              


        	 	 


      

      
      

      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.

      



      
        
          Global
            No. N614227N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      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,

      


      DEUTCSHE
        BANK AG, NEW YORK BRANCH

      


      
        	
                By:
                  /s/ Chris Flanagan

              	 	
                By:
                  /s/ Maria Valdez

              	 
	 	 	 	 
	 	 	 	 
	
                Name:
                  Chris Flanagan

              	 	
                Name:
                  Maria Valdez

              	 
	
                Authorized
                  Signatory

              	 	
                Authorized
                  Signatory

              	 


      

       

       

      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 in its individual capacity, but solely
        as
        Supplemental Interest Trust Trustee for the Supplemental Interest Trust with
        respect to MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1
        Mortgage Pass-Through Certificates

      


      By:
        /s/ Elena Zheng

      Assistant
        Vice President

      HSBC
        Bank USA, N.A.


      



      
        
          Global
            No. N614227N

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        


        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)

                
	
                  Effective
                    Date

                	
                  July
                    25, 2012

                	
                  $
                    128,388,937.04 

                
	
                  July
                    25, 2012

                	
                  August
                    25, 2012

                	
                  $
                    126,555,828.66 

                
	
                  August
                    25, 2012

                	
                  September
                    25, 2012

                	
                  $
                    124,748,221.30 

                
	
                  September
                    25, 2012

                	
                  October
                    25, 2012

                	
                  $
                    122,965,765.23 

                
	
                  October
                    25, 2012

                	
                  November
                    25, 2012

                	
                  $
                    121,208,115.46 

                
	
                  November
                    25, 2012

                	
                  December
                    25, 2012

                	
                  $
                    119,474,931.72 

                
	
                  December
                    25, 2012

                	
                  January
                    25, 2013

                	
                  $
                    117,765,878.36 

                
	
                  January
                    25, 2013

                	
                  February
                    25, 2013

                	
                  $
                    116,080,624.28 

                
	
                  February
                    25, 2013

                	
                  March
                    25, 2013

                	
                  $
                    114,418,842.91 

                
	
                  March
                    25, 2013

                	
                  April
                    25, 2013

                	
                  $
                    112,780,212.11 

                
	
                  April
                    25, 2013

                	
                  May
                    25, 2013

                	
                  $
                    111,164,414.13 

                
	
                  May
                    25, 2013

                	
                  June
                    25, 2013

                	
                  $
                    109,571,135.54 

                
	
                  June
                    25, 2013

                	
                  July
                    25, 2013

                	
                  $
                    108,000,067.18 

                
	
                  July
                    25, 2013

                	
                  August
                    25, 2013

                	
                  $
                    106,450,904.11 

                
	
                  August
                    25, 2013

                	
                  September
                    25, 2013

                	
                  $
                    104,923,345.51 

                
	
                  September
                    25, 2013

                	
                  October
                    25, 2013

                	
                  $
                    103,417,094.69 

                
	
                  October
                    25, 2013

                	
                  November
                    25, 2013

                	
                  $
                    101,931,858.97 

                
	
                  November
                    25, 2013

                	
                  December
                    25, 2013

                	
                  $
                    100,467,349.68 

                
	
                  December
                    25, 2013

                	
                  January
                    25, 2014

                	
                  $
                    99,023,282.06 

                
	
                  January
                    25, 2014

                	
                  February
                    25, 2014

                	
                  $
                    97,599,375.25 

                
	
                  February
                    25, 2014

                	
                  March
                    25, 2014

                	
                  $
                    96,195,352.20 

                
	
                  March
                    25, 2014

                	
                  April
                    25, 2014

                	
                  $
                    94,810,939.62 

                
	
                  April
                    25, 2014

                	
                  May
                    25, 2014

                	
                  $
                    93,445,867.97 

                
	
                  May
                    25, 2014

                	
                  June
                    25, 2014

                	
                  $
                    92,099,871.38 

                
	
                  June
                    25, 2014

                	
                  July
                    25, 2014

                	
                  $
                    90,772,687.58 

                
	
                  July
                    25, 2014

                	
                  August
                    25, 2014

                	
                  $
                    89,464,057.88 

                
	
                  August
                    25, 2014

                	
                  September
                    25, 2014

                	
                  $
                    88,173,727.13 

                
	
                  September
                    25, 2014

                	
                  October
                    25, 2014

                	
                  $
                    86,901,443.64 

                
	
                  October
                    25, 2014

                	
                  November
                    25, 2014

                	
                  $
                    85,646,959.16 

                
	
                  November
                    25, 2014

                	
                  December
                    25, 2014

                	
                  $
                    84,410,028.82 

                
	
                  December
                    25, 2014

                	
                  January
                    25, 2015

                	
                  $
                    83,190,411.08 

                
	
                  January
                    25, 2015

                	
                  February
                    25, 2015

                	
                  $
                    81,987,867.70 

                
	
                  February
                    25, 2015

                	
                  March
                    25, 2015

                	
                  $
                    80,802,163.69 

                
	
                  March
                    25, 2015

                	
                  April
                    25, 2015

                	
                  $
                    79,633,067.26 

                
	
                  April
                    25, 2015

                	
                  May
                    25, 2015

                	
                  $
                    78,480,349.78 

                
	
                  May
                    25, 2015

                	
                  June
                    25, 2015

                	
                  $
                    77,343,785.72 

                
	
                  June
                    25, 2015

                	
                  July
                    25, 2015

                	
                  $
                    76,223,152.66 

                
	
                  July
                    25, 2015

                	
                  August
                    25, 2015

                	
                  $
                    75,118,231.18 

                
	
                  August
                    25, 2015

                	
                  September
                    25, 2015

                	
                  $
                    74,028,804.88 

                
	
                  September
                    25, 2015

                	
                  October
                    25, 2015

                	
                  $
                    72,954,660.29 

                
	
                  October
                    25, 2015

                	
                  November
                    25, 2015

                	
                  $
                    71,895,586.86 

                
	
                  November
                    25, 2015

                	
                  December
                    25, 2015

                	
                  $
                    70,851,376.90 

                
	
                  December
                    25, 2015

                	
                  January
                    25, 2016

                	
                  $
                    69,821,825.59 

                
	
                  January
                    25, 2016

                	
                  February
                    25, 2016

                	
                  $
                    68,806,730.86 

                


        

         

         

        
          
            Global
              No. N614227N

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  February
                    25, 2016

                	
                  March
                    25, 2016

                	
                  $
                    67,805,893.41 

                
	
                  March
                    25, 2016

                	
                  April
                    25, 2016

                	
                  $
                    66,819,116.69 

                
	
                  April
                    25, 2016

                	
                  May
                    25, 2016

                	
                  $
                    65,846,206.78 

                
	
                  May
                    25, 2016

                	
                  June
                    25, 2016

                	
                  $
                    64,886,972.44 

                
	
                  June
                    25, 2016

                	
                  July
                    25, 2016

                	
                  $
                    63,941,225.05 

                
	
                  July
                    25, 2016

                	
                  August
                    25, 2016

                	
                  $
                    63,008,778.52 

                
	
                  August
                    25, 2016

                	
                  September
                    25, 2016

                	
                  $
                    62,089,449.35 

                
	
                  September
                    25, 2016

                	
                  October
                    25, 2016

                	
                  $
                    61,183,056.52 

                
	
                  October
                    25, 2016

                	
                  November
                    25, 2016

                	
                  $
                    60,289,421.48 

                
	
                  November
                    25, 2016

                	
                  December
                    25, 2016

                	
                  $
                    59,408,368.11 

                
	
                  December
                    25, 2016

                	
                  January
                    25, 2017

                	
                  $
                    58,539,722.73 

                
	
                  January
                    25, 2017

                	
                  February
                    25, 2017

                	
                  $
                    57,683,314.00 

                
	
                  February
                    25, 2017

                	
                  March
                    25, 2017

                	
                  $
                    56,838,972.92 

                
	
                  March
                    25, 2017

                	
                  April
                    25, 2017

                	
                  $
                    56,006,343.23 

                
	
                  April
                    25, 2017

                	
                  May
                    25, 2017

                	
                  $
                    55,184,686.33 

                
	
                  May
                    25, 2017

                	
                  Termination
                    Date

                	
                  $
                    54,338,882.57 

                


        


        
          
            Global
              No. N614227N

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Annex
          A

        


        Paragraph
          13 of the Credit Support Annex

        


        
          
            Global
              No. N614227N

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      
         
          

        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of May 31, 2007 
          between

        Deutsche
          Bank AG (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        And

        HSBC
          Bank USA, National Association, not in its individual capacity, but solely
          as
          Supplemental Interest Trust Trustee for the Supplemental Interest Trust
          with
          respect to MortgageIT
          Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
          Certificates (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 May 31, 2007, between
          Party A
          and Party B, Global No. N614227N.


        
        

         
          

        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) as amended (I) by
                    deleting the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” and inserting in lieu thereof the words “not later than
                    the close of business on each Valuation Date” and (II) by deleting in its
                    entirety 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.” and inserting in lieu thereof
                    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 First Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                    Valuation Date of all Posted Credit Support held by the Secured
                    Party,
                    and

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N614227N

          

        


        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                    such Valuation Date of all Posted Credit Support held by the
                    Secured
                    Party.

                


        

         

        
          	 	
                  (B)

                	
                  “Return
                    Amount”
                    has the meaning specified in Paragraph 3(b) as amended by deleting
                    in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                    thereof 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 First Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s Second Trigger Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	 	
                  (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 First Trigger Credit Support Amount, or
                    the Moody’s Second Trigger 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):

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N614227N

          

        

         

        
          
            
              	
                      Collateral

                    	
                      S&P

                      Valuation
                        

                      Percentage

                    	
                      Moody’s
                        

                      First
                        Trigger Valuation

                      Percentage

                    	
                      Moody’s
                        

                      Second
                        Trigger Valuation

                      Percentage

                    
	 	 	 	 	 
	(A)	
                      Cash

                    	
                      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

                    	
                      98.5%

                    	
                      100%

                    	
                      100%

                    
	 	 	 	 	 
	(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

                    	
                      89.9%

                    	
                      100%

                    	
                      94%

                    
	 	 	 	 	 
	(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

                    	
                      83.9%

                    	
                      100%

                    	
                      87%

                    


            

              


          

        

        
          	 	
                  (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)

                	
                  “Threshold”
                    means, with respect to Party A and any Valuation Date, zero if
                    (i) a
                    Collateral Event has occurred and has been continuing (x) for
                    at least 30
                    days or (y) since this Annex was executed, or (ii) a Required
                    Ratings
                    Downgrade Event has occurred and is continuing; 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 the 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.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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                  (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
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                    the Moody’s Second Trigger Credit Support Amount is greater than
                    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.


                


        

         

        
          	 	
                  (iv)

                	
                  “Notification
                    Time” means
                    11:00 a.m., New York time, on a Local Business Day.
                    

                


        

         

        
          	 	
                  (v)

                	
                  External
                    Verification.
                    Notwithstanding anything to the contrary in the definitions of
                    Valuation
                    Agent or Valuation Date, at any time at which Party A (or, to
                    the extent
                    applicable, its Credit Support Provider) does not have a long-term
                    unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                    the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                    the S&P Value of Posted Credit Support on each Valuation Date based
                    on
                    internal marks and (B) verify such calculations with external
                    marks
                    monthly by obtaining on the last Local Business Day of each calendar
                    month
                    two external marks for each Transaction to which this Annex relates
                    and
                    for all Posted Credit Support; such verification of the Secured
                    Party’s
                    Exposure shall be based on the higher of the two external marks.
                    Each
                    external mark in respect of a Transaction shall be obtained from
                    an
                    independent Reference Market-maker that would be eligible and
                    willing to
                    enter into such Transaction in the absence of the current derivative
                    provider, provided that an external mark may not be obtained
                    from the same
                    Reference Market-maker more than four times in any 12-month period.
                    The
                    Valuation Agent shall obtain these external marks directly or
                    through an
                    independent third party, in either case at no cost to Party B.
                    The
                    Valuation Agent shall calculate on each Valuation Date (for purposes
                    of
                    this paragraph, the last Local Business Day in each calendar
                    month
                    referred to above shall be considered a Valuation Date) the Secured
                    Party’s Exposure based on the greater of the Valuation Agent’s internal
                    marks and the external marks received. If the S&P Value on any such
                    Valuation Date of all Posted Credit Support then held by the
                    Secured Party
                    is less than the S&P Credit Support Amount on such Valuation Date (in
                    each case as determined pursuant to this paragraph), Party A
                    shall, within
                    three Local Business Days of such Valuation Date, Transfer to
                    the Secured
                    Party Eligible Credit Support having an S&P Value as of the date of
                    Transfer at least equal to such deficiency.


                


        

         

        
          	 	
                  (vi)

                	
                  Notice
                    to S&P.
                    At
                    any time at which Party A (or, to the extent applicable, its
                    Credit
                    Support Provider) does not have a long-term unsubordinated and
                    unsecured
                    debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                    provide to S&P not later than the Notification Time on the Local
                    Business Day following each Valuation Date its calculations of
                    the Secured
                    Party’s Exposure and the S&P Value of any Eligible Credit Support or
                    Posted Credit Support for that Valuation Date. The Valuation
                    Agent shall
                    also provide to S&P any external marks received pursuant to the
                    preceding paragraph.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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                  (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 First Trigger
                    Value, and Moody’s Second Trigger Value, on any date, of Eligible
                    Collateral other than Cash will be calculated as follows:
                    

                


        

         

        For
          Eligible Collateral in the form of securities 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.

         

        
          	 	
                  (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 Securities Administrator
          or (B) any entity other than the entity then serving as Securities Administrator
          if such other entity (or, to the extent applicable, its parent company
          or credit
          support provider) shall then have a short-term unsecured and unsubordinated
          debt
          rating from S&P of at least “A-1.”


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N614227N

          

        

         

        Initially,
          the Custodian
          for
          Party B is: Securities Administrator

         

        
          	 	
                  (ii)

                	
                  Use
                    of Posted Collateral. The
                    provisions of Paragraph 6(c)(i) will not apply to Party B, but
                    the
                    provisions of Paragraph 6(c)(ii) will apply to 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. If no investment
                    direction
                    is received, the Posted Collateral in the form of Cash shall
                    be held
                    uninvested. 

                


        

         

        
          	
                  (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.

                


        

         

        
          	 	
                  (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.


                


        

         

        
          	 	
                  (iii)

                	
                  Alternative
                    to Interest Amount.
                    The provisions of Paragraph 6(d)(ii) will
                    apply.

                


        

         

        
          	
                  (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: 


        
          	 	
                  Address:

                	
                  Wells
                    Fargo Bank, N.A.

                	 
	 	 	
                  9062
                    Old Annapolis Road

                	 
	 	 	
                  Columbia,
                    MD 21045

                	 
	 	
                  Attention:

                	
                  Client
                    Manager MortgageIT, Series 2007-1

                	 
	 	
                  Tel:

                	
                  410-884-2000

                	 
	 	
                  Fax:

                	
                  410-715-2380
                    

                	 


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
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                  (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: to be provided by Party A in
          writing.

         

        Party
          B’s
          Custodian account details for holding collateral:

         

        Wells
          Fargo Bank, N.A.

        ABA
          #
          121000248

        Account
          Name: Corporate Trust Clearing 

        Account
          #
          3970771416

        MortgageIT,
          Series 2007-1 Swap Collateral Account #5311404

        


        
          	
                  (m)

                	
                  Other
                    Provisions.

                


        

         

        
          	 	
                  (i)

                	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, which shall
                    be an
                    Eligible Account, and hold, record and identify all Posted Collateral
                    in
                    such segregated account, in accordance with the Pooling and Servicing
                    Agreement. 

                


        

         

        
          	 	
                  (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 First Trigger Value,
                    Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                    deleting the words “a Value” and inserting in lieu thereof “an S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                    (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                    Paragraph 5 (flush language) is hereby amended by deleting the
                    word
                    “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                    Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                    language) is hereby amended by deleting the word “Value” and inserting in
                    lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                    Second Trigger 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 First Trigger Value, or Moody’s Second Trigger
                    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 First Trigger Value, or Moody’s
                    Second Trigger Value” and (2) deleting the second instance of the words
                    “the Value” and inserting in lieu thereof “such disputed S&P Value,
                    Moody’s First Trigger Value, or Moody’s Second Trigger 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 First Trigger Value, and Moody’s Second Trigger 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.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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                  (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) Required
                    Ratings Downgrade Event has occurred and been continuing for
                    30 or more
                    Local Business Days, and (B) such failure is not remedied on
                    or before the
                    third Local Business Day after notice of such failure is given
                    to Party
                    A.

                


        

         

        
          	 	
                  (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 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:

         

        “Collateral
          Event” means
          that no Relevant Entity has credit ratings at least equal to the Approved
          Ratings Threshold.

         

        “Exposure”
          has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
          Schedule is deleted)” shall be inserted. 

         

        “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
          First Trigger Credit Support Amount” means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                    occurred and has been continuing (x) for at least 30 Local Business
                    Days
                    or (y) since this Annex was executed and (II) it is not the case
                    that a
                    Moody’s Second Trigger Ratings Event has occurred and been continuing
                    for
                    at least 30 Local Business Days, an amount equal to the greater
                    of (a)
                    zero and (b) the sum of (i) the Secured Party’s Exposure for such
                    Valuation Date and (ii) the sum, for each Transaction to which
                    this Annex
                    relates, of 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,
                    (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 

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II)   the
          Threshold for Party A such Valuation Date.

         

        “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 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 Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which it is the case that a Moody’s Second Trigger
                    Ratings Event has occurred and been continuing for at least 30
                    Local
                    Business Days, an amount equal to the greatest of (a) zero, (b)
                    the
                    aggregate amount of the Next Payments for all Next Payment Dates,
                    and (c)
                    the sum of (x) the Secured Party’s Exposure for such Valuation Date and
                    (y) the sum, for each Transaction to which this Annex relates,
                    of
                    

                


        

         

        (1)
          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

         

        (2)
          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; or 

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A for such Valuation Date.

         

        “Moody’s
          Second 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 Second Trigger
          Valuation Percentage for such Eligible Collateral set forth in Paragraph
          13(b)(ii).

         

        “Next
          Payment”
          means,
          in respect of each Next Payment Date, the greater of (i) the amount of
          any
          payments due to be made by Party A under Section 2(a) on such Next Payment
          Date
          less any payments due to be made by Party B under Section 2(a) on such
          Next
          Payment Date (in each case, after giving effect to any applicable netting
          under
          Section 2(c)) and (ii) zero.

         

        “Next
          Payment Date”
          means
          each date on which the next scheduled payment under any Transaction is
          due to be
          paid.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
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        “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 at least equal to the
          S&P
          Approved Ratings Threshold.

         

        “S&P
          Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)
                    

                	
                  for
                    any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                    Event, has occurred and been continuing for at least 30 days,
                    or (ii) a
                    S&P 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 Volatility Buffer
                    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.

         

        “S&P
          Required Ratings Downgrade Event”
          means
          that on any date, no Relevant Entity has credit ratings at least equal
          to the
          S&P Required Ratings Threshold.

         

        “S&P
          Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the
          product of (A) the bid price obtained by the Valuation Agent for such Eligible
          Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
          set forth in paragraph 13(b)(ii).

         

        “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 First Trigger
          Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
          or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
          Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
          such Eligible Collateral or Posted Collateral, respectively, in each case
          as set
          forth in Paragraph 13(b)(ii).

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N614227N

          

        


        “Value”
          shall
          mean, in respect of any date, the related S&P Value, the related Moody’s
          First Trigger Value, and the related Moody’s Second Trigger Value.

         

        “Volatility
          Buffer”
          means,
          for any Transaction, the related percentage set forth in the following
          table.


        

          
            	
                    The
                      higher of the S&P 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%

                  


          

        

        


         

        [Remainder
          of this page intentionally left blank]

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N614227N

          

        


        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%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N614227N

          

        


        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%

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N614227N

          

        


        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%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N614227N

          

        


        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.  

        
        

        
          	
                  Deutsche
                    Bank AG

                	
                  HSBC
                    Bank USA, National Association, not in its individual capacity,
                    but solely
                    as Supplemental Interest Trust Trustee for the Supplemental Interest
                    Trust
                    with respect to MortgageIT
                    Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage
                    Pass-Through
                    Certificates

                
	 	 
	
                  By:
                    /s/ Maria Valdez

                   

                  Name:
                    Maria Valdez

                  Authorized
                    Signatory

                	
                  By:
                    /s/ Elena Zheng

                   

                  Assistant
                    Vice President

                  HSBC
                    Bank USA, N.A.

                
	 	 
	
                  By:
                    /s/ Chris Flanagan

                   

                  Name:
                    Chris Flanagan

                  Authorized
                    Signatory

                	 


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

         

      

      EXHIBIT
        J

       

      CLASS
        2-A-1-2 CERTIFICATE SWAP AGREEMENT

       

      

      Deutsche
        Bank AG New York

      60
        Wall Street

      New
        York, NY 10005

      Telephone:
        212-250-5977

      Facsimilie:
        212-797-8826

      


      
        	
                DATE:

              	
                May
                  31, 2007

              


      

      


      
        	
                TO:

              	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but solely
                  as Class 2-A-1-2 Supplemental Interest Trust Trustee for the Class
                  2-A-1-2
                  Supplemental Interest Trust with respect to MortgageIT Securities
                  Corp.
                  Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through Certificates
                  (“Party
                  B”)

              


      

       

      
        	
                ATTENTION:

              	
                HSBC
                  BANK USA, National Association

              


      

      
        	 	
                CTLA
                  - Structured Finance

              


      

      
        	 	
                452
                  Fifth Avenue

              


      

      
        	 	
                Attn:
                  Susie Moy

              


      

      
        	 	
                New
                  York, NY 10018

              


      

       

      
        	
                FROM:

              	
                Deutsche
                  Bank AG,
                  New York Branch 

              


      

      


      
        	
                ATTENTION:
                   

              	
                New
                  York Derivatives Documentation 

              


      

      
        	
                TELEPHONE: 

              	
                1
                  212 250 9425 

              


      

      
        	
                FACSIMILE:
                   

              	
                1
                  212 797 0779 

              


      

      
        	
                EMAIL:
                   

              	
                NYderivative.documentation@db.com

              


      

      


      
        	
                OUR
                  REFERENCE:

              	
                Global
                  No. N616738N

              


      

      


      
        	
                RE:

              	
                Interest
                  Rate Swap Transaction Class 2-A-1-2

              


      

      


      The
        purpose of this long-form confirmation (“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 Class 2-A-1-2
        supplemental interest trust trustee (the “Class 2-A-1-2 Supplemental Interest
        Trust Trustee”) on behalf of the Class 2-A-1-2 supplemental interest trust with
        respect to the MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1
        Mortgage Pass-Through Certificates (the “Class
        2-A-1-2 Supplemental Interest Trust”)
        created under the Pooling and Servicing Agreement, dated as of May 1, 2007,
        among MortgageIT Securities Corp. as Depositor, Wells Fargo Bank, National
        Association as Servicer, Master Servicer and Securities Administrator and
        HSBC
        Bank USA, National Association as Trustee. This 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. This Confirmation constitutes a
“Confirmation”
        and also
        constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
        Annex to the Schedule. 

      


      
        	
                1.

              	
                This
                  Confirmation 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 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. In the
                  event of
                  any inconsistency among any of the following documents, the relevant
                  document first listed shall govern: (i) this Confirmation, exclusive
                  of
                  the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 hereof, which are incorporated by
                  reference
                  into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                  and (v) the ISDA Master Agreement.

              


      

      


      
        
          
            Global
              No. N616738N

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      


      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 provisions herein deemed
        incorporated in a 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.

      


      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 Certificate Principal
                    Balance of
                    the Class 2-A-1-2 Certificates immediately prior to the Distribution
                    Date
                    which occurs in the calendar month of the Floating Rate I Payer
                    Payment
                    Date for such Calculation Period (determined for this purpose
                    without
                    regard to any adjustment of the Floating Rate I Payer Payment
                    Date or
                    Distribution Date relating to business days).


                


        

        


        
          	 	 	
                  The
                    CUSIP no. of the Class 2-A-1-2 Certificates is: 61915Y
                    AC5

                


        

        


        
          	 	 	
                  The
                    aggregate Certificate Principal Balance of the Class 2-A-1-2
                    Certificates
                    shall be published on the monthly statement to certificateholders
                    on the
                    internet website https://www.ctslink.com. If such report does
                    not appear
                    on the internet website referenced above, the Certificate Principal
                    Balance of the Class 2-A-1-2 Certificates can be obtained by
                    contacting
                    the trustee's investor relations desk at (866)
                    846-4526.

                


        

        


        
          	 	
                  Trade
                    Date:

                	
                  May
                    21, 2007

                


        

        


        
          	 	
                  Effective
                    Date:

                	
                  May
                    31, 2007

                


        

        


        
          	 	
                  Termination
                    Date:

                	
                  The
                    earlier to occur of (i) June 25, 2047 and (ii) the date on which
                    the
                    Notional Amount has been reduced to zero, subject to adjustment
                    in
                    accordance with the Following Business Day Convention; provided,
                    however,
                    that for the purpose of determining the final Floating Rate II
                    Payer
                    Period End Date, Termination Date shall be subject to No
                    Adjustment.

                


        

        
        

      

      Floating
        Amount I:

      


      
        	 	
                Floating
                  Rate I Payer:

              	
                Party
                  A

              


      

      


      Floating
        Rate I Payer 

      
        	 	
                Period
                  End Dates:

              	
                The
                  25th day of each month from and including June
                  25,
                  2007, to and including the Termination Date, subject to adjustment
                  in
                  accordance with the Following Business Day
                  Convention.

              


      

      


      


      
        
          
            Global
              No. N616738N

            
            

          

          
            Page
              2 of
              26

            
              

            

          

          
            
            

          

        

      

      


      Floating
        Rate I Payer 

      
        	 	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. Each Floating Rate I Payer Payment
                  Date shall
                  be one Business Day prior to the related Floating Rate I Payer
                  Period End
                  Date.

              


      

      


      
        	 	
                Floating
                  Rate I:

              	
                One-Month
                  LIBOR (as defined in the Pooling and Servicing Agreement)] plus
                  (i) with
                  respect to any Floating Rate I Payer Payment Date occurring prior
                  to the
                  Optional Termination Date, 0.15% per annum or (ii) with respect
                  to any
                  Floating Rate I Payer Payment Date occurring on or after the Optional
                  Termination Date, 0.30% per annum. 

              


      

      


      Floating
        Rate I 

      
        	 	
                Day
                  Count Fraction:

              	
                Actual/360

              


      

      


      
        	 	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation
                  Period

              


      

      


      
        	 	
                Compounding:

              	
                Inapplicable

              


      

      


      Floating
        Amount II:

      


      
        	 	
                Floating
                  Rate II Payer:

              	
                Party
                  B

              


      

      


      Floating
        Rate II Payer 

      
        	 	
                Period
                  End Dates:

              	
                The
                  25th day of each month from and including June 25, 2007, to and
                  including
                  the Termination Date, subject to adjustment in accordance with
                  the
                  Following Business Day Convention.

              


      

      


      Floating
        Rate II Payer 

      
        	 	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. Each Floating Rate I Payer Payment
                  Date shall
                  be one Business Day prior to the related Floating Rate I Payer
                  Period End
                  Date. 

              


      

      


      
        	 	
                Floating
                  Rate II:

              	
                The
                  lesser of (i) One-Month LIBOR (as defined in the Pooling and Servicing
                  Agreement) plus (x) with respect to any Floating Rate I Payer Payment
                  Date
                  occurring prior to the Optional Termination Date, 0.22% per annum
                  or (y)
                  with respect to any Floating Rate I Payer Payment Date occurring
                  on or
                  after the Optional Termination Date, 0.44% per annum and (ii) the
                  Net WAC
                  Pass-Through Rate.

              


      

      


      Floating
        Rate II Payer 

      
        	 	
                First
                  Payment:

              	
                With
                  respect to each Floating Rate II Payer Payment Date, the product
                  of
                  Floating Rate II * Notional Amount * Floating Rate II Day Count
                  Fraction.

              


      

      


      Floating
        Rate II Payer 

      
        	 	
                Second
                  Payment:

              	
                With
                  respect to each Floating Rate II Payer Payment Date, an amount
                  equal to
                  the amount of any Net WAC Rate Carryover Amount paid to Party B
                  pursuant
                  to the Pooling and Servicing Agreement in respect of the Class
                  2-A-1-2 Underlying
                  Interest on the Distribution Date occurring in the calendar month
                  of such
                  Floating Rate II Payer Payment Date (determined for this purpose
                  without
                  regard to any adjustment of the Floating Rate II Payer Payment
                  Date or
                  Distribution Date relating to business
                  days).

              


      

      


      
        
          
            Global
              No. N616738N

            
            

          

          
            Page
              3 of
              26

            
              

            

          

          
            
            

          

        

      

      


      


      Floating
        Rate II 

      
        	 	
                Day
                  Count Fraction:

              	
                Actual/360

              


      

      


      
        	 	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation
                  Period

              


      

      


      
        	 	
                Compounding:

              	
                Inapplicable

              


      

      


      
        	 	
                Business
                  Days:

              	
                New
                  York

              


      

      


      
        	 	
                Business
                  Day Convention:

              	
                Following

              


      

      


      
        	 	
                Party
                  B Information:

              	
                Wells
                  Fargo Bank, N.A. shall provide to Party A no later than one Business
                  Day
                  prior to each Floating Rate II Payer Payment Date the following
                  information: (i) the Optional Termination Date (if not previously
                  provided
                  to Party A), (ii) the Net WAC Pass-Through Rate for the Distribution
                  Date
                  occurring in the calendar month of such Floating Rate II Payer
                  Payment
                  Date (determined for this purpose without regard to any adjustment
                  of the
                  Floating Rate II Payer Payment Date or Distribution Date relating
                  to
                  business days) and (iii) any Net WAC Rate Carryover Amount to be
                  distributed to Party B pursuant to the Pooling and Servicing Agreement
                  in
                  respect of the Class 2-A-1-2 Underlying Interest on the Distribution
                  Date
                  occurring in the calendar month of such Floating Rate II Payer
                  Payment
                  Date (determined for this purpose without regard to any adjustment
                  of the
                  Floating Rate II Payer Payment Date or Distribution Date relating
                  to
                  business days).

              


      

      


      
        	
                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 Required
                  Ratings
                  Downgrade Event has occurred and been continuing for 30 or more
                  Local
                  Business Days and (B) such failure is not remedied on or before
                  the third
                  Local Business Day after notice of such failure is given to Party
                  A.

              


      

      


      
        
          
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                (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) of the Credit
                  Support Annex; 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 Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

      


      
        	 	
                (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:

      


      “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, the Eligible Guarantor.


      


      “Shareholders’
        Equity” means with respect to an entity, at any time, the sum (as shown in the
        most recent annual audited financial statements of such entity) of (i) its
        capital stock (including preferred stock) outstanding, taken at par value,
        (ii)
        its capital surplus and (iii) its retained earnings, minus (iv) treasury
        stock,
        each to be 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 except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


      

      


      


      
        
          
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                (viii)

              	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  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.

              


      

      


      
        	
                (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, in the event 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 a Reference Market-maker that is 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 Reference Market-maker 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:

              


      

      


      


      
        
          
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      “Settlement
        Amount”
        means,
        with respect to any Early Termination Date, an amount (as determined by Party
        B)
        equal to: 

      


      
        	 	
                (a)

              	
                If
                  a Market Quotation for the relevant Terminated Transaction or group
                  of
                  Terminated Transactions is accepted by Party B so as to become
                  legally
                  binding on or before the day falling ten Local Business Days after
                  the day
                  on which the Early Termination Date is designated, or such later
                  day as
                  Party B may specify in writing to Party A, but in either case no
                  later
                  than one Local Business Day prior to the Early Termination Date
                  (such day,
                  the “Latest Settlement Amount Determination Day”), the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; 

              


      

      


      
        	 	
                (b)

              	
                If,
                  on the Latest Settlement Amount Determination Day, 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 made and remain capable of becoming legally binding upon acceptance,
                  the Settlement Amount shall equal the Termination Currency Equivalent
                  of
                  the amount (whether positive or negative) of the lowest of such
                  Market
                  Quotations (for the avoidance of doubt, the lowest of such Market
                  Quotations shall be the lowest Market Quotation of
                  such Market Quotations
                  expressed as a positive number or, if any of such Market Quotations
                  is
                  expressed as a negative number, the Market Quotation expressed
                  as a
                  negative number with the largest absolute value);
                  or

              


      

      


      
        	 	
                (c)

              	
                If,
                  on the Latest Settlement Amount Determination Day, 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 remains capable of becoming
                  legally
                  binding upon acceptance, the Settlement Amount shall equal 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 Latest Settlement
                  Amount Determination Day.

              


      

      


      
        	 	
                (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-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

       

      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations from Approved Replacements
                  remain
                  capable of becoming legally binding upon acceptance, Party B shall
                  be
                  entitled to accept only the lowest of such Market Quotations (for
                  the
                  avoidance of doubt, the lowest of such Market Quotations shall
                  be the
                  lowest Market Quotation of such Market Quotations expressed as
                  a positive
                  number or, if any of such Market Quotations is expressed as a negative
                  number, the Market Quotation expressed as a negative number with
                  the
                  largest absolute value).

              


      

      


      
        	 	
                (ii)

              	
                The
                  Second Method will apply.

              


      

      


      
        
          
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      (g)   “Termination
        Currency”
        means
        USD.

      


      (h)   Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

       

       

      
        
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      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. 

      


       

      


      
        
          
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      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

              	
                A
                  correct, complete and duly executed U.S. Internal Revenue Service
                  Form
                  W-8ECI or other applicable form (or successor thereto), together
                  with
                  appropriate attachments, 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

              	
                Party
                  B will deliver at closing an original properly completed and executed
                  United States Internal Revenue Service Form W-9 or other applicable
                  form
                  (or any successor thereto) 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, and
                  may
                  deliver other tax forms relating to 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)
                  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.

              


      

      


      


      


      
        
          
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      (b) For
        the
        purpose of Section 4(a)(ii), other documents to be delivered (unless otherwise
        publicly available) 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, this 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, this 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, this 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 acceptable in form and substance
                  to Party
                  B

              	
                Upon
                  the execution and delivery of this Agreement

              	
                No

              


      

      


      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: 

      


      
        
          
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      Deutsche
        Bank AG, Head Office

      Taunusanlage
        12

      60262
        Frankfurt 

      GERMANY

      Attention:
        Legal Department

      Fax
        No:
        0049 69 910 36097

      


      (For
        all
        purposes)

      


      Address
        for notices or communications to Party B: 

      


      Address:   
        HSBC
        BANK
        USA, National Association

         
        CTLA - Structured Finance 

         
        452 Fifth Avenue 

         
        New York, NY  10018

      Attention: 
        Susie
        Moy

      Tel:            
        212-525-1362

       

      with
        a
        copy to:

      

        
          	 	
                  Address:

                	
                  Wells
                    Fargo Bank, N.A.

                


        

        
          	 	 	
                  9062
                    Old Annapolis Road

                


        

        
          	 	 	
                  Columbia,
                    Maryland 21045 

                


        

        
          	 	
                  Attention:

                	
                  Client
                    Manager MortgageIT, Series 2007-1

                


        

        
          	 	
                  Tel:

                	
                  410-884-2000

                


        

        
          	 	
                  Fax:

                	
                  410-715-2380

                


        

      

      


      (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; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section and Party A agrees that, for purposes of Section 6(b) of
                  this
                  Agreement, it shall not in the future have any Office other than
                  one in
                  the United States.

              


      

      


      
        	
                (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 third party, reasonably
                  acceptable to Party A, the cost for which shall be borne by Party
                  A.

              


      

      


      (f)    Credit
        Support Document. 

      


      
        	 	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              


      

      


      
        
          
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      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, 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.
                  The parties agree that 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).

              


      

      


      


      
        
          
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      Part
        5.  Others
        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.

              


      

       

      (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 regarding the Transaction (whether written or oral), 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.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) the 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. 

              


      

      


      
        
          
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                (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 by (i) deleting the words “or if a Tax
                  Event Upon Merger occurs and the Burdened Party is the Affected
                  Party,”
                  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 1 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)

              	
                First
                  Rating Trigger Collateral.
                  If
                  (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  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,
                  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.
                  If
                  (A) a Required Ratings Downgrade Event has occurred and been continuing
                  for 30 or more Local Business Days and (B) (i) at least one Eligible
                  Replacement has made a Firm Offer to be the transferee of all of
                  Party A’s
                  rights and obligations under this Agreement (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Replacement
                  upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                  has made
                  a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Guarantor
                  immediately upon acceptance by the offeree), 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. 

              


      

      


      
        	 	
                (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), 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.
                  

              


      

      


      
        
          
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                (iv)

              	
                Failure
                  to Comply with Regulation AB Requirements. If,
                  upon the occurrence of a Disclosure Event (as defined in Part 5(e)
                  below)
                  Party A has not complied with any of the provisions set forth in
                  clause
                  (iii) of Part 5(e) below, 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.

              


      

      


      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event.
                  In
                  the event that no Relevant Entity has credit ratings at least equal
                  to the
                  Required Ratings Threshold, then Party A shall, as soon as reasonably
                  practicable and so long as a Required Ratings Downgrade Event is
                  in
                  effect, at its own expense, using commercially reasonable efforts,
                  procure
                  either (A) a Permitted Transfer or (B) an Eligible
                  Guarantee.

              


      

      


      (e)   Compliance
        with Regulation AB. 

      


      (i) Party
        A agrees and acknowledges that MortgageIT Securities Corp. (“Depositor”) is
        required under Regulation AB under the Securities Act of 1933, as amended,
        and
        the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
        (“Regulation AB”), to disclose certain financial information regarding Party A
        or its group of affiliated entities, if applicable, depending on the aggregate
        “significant percentage” of this Agreement and any other derivative contracts
        between Party A or its group of affiliated entities, if applicable, and
        Counterparty, as calculated from time to time in accordance with Item 1115
        of
        Regulation AB.

      


      (ii) It
        shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business
        Day after the date hereof, Depositor requests from Party A the applicable
        financial information described in Item 1115 of Regulation AB (such request
        to
        be based on a reasonable determination by Depositor, in good faith, that
        such
        information is required under Regulation AB) (the “Swap Financial
        Disclosure”).

      


      (iii)
         Upon
        the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall
        (1)(a) either (i) provide to Depositor the current Swap Financial Disclosure
        in
        an EDGAR-compatible format (for example, such information may be provided
        in
        Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
        provide written consent to Depositor to incorporation by reference of such
        current Swap Financial Disclosure as is filed with the Securities and Exchange
        Commission in the Exchange Act Reports of Depositor, (b) if applicable, cause
        its outside accounting firm to provide its consent to filing or incorporation
        by
        reference in the Exchange Act Reports of Depositor of such accounting firm’s
        report relating to their audits of such current Swap Financial Disclosure,
        and
        (c) provide to Depositor any updated Swap Financial Disclosure with respect
        to
        Party A or any entity that consolidates Party A within five days of the release
        of any such updated Swap Financial Disclosure; (2) secure an Eligible
        Replacement, which entity complies with the requirements of Item 1115 of
        Regulation AB, including providing the information contemplated by Part
        5(e)(iii)(1) above, to enter a Replacement Transaction by way of a Permitted
        Transfer or (3) obtain an Eligible Guarantee of Party A’s obligations under this
        Agreement from an affiliate of Party A that is able to comply with the financial
        information disclosure requirements of Item 1115 of Regulation AB, including
        providing the information contemplated by Part 5(e)(iii)(1) above, such that
        disclosure provided in respect of the affiliate will satisfy any disclosure
        requirements applicable to Party A, and cause such affiliate to provide Swap
        Financial Disclosure. If permitted by Regulation AB, any required Swap Financial
        Disclosure may be provided by incorporation by reference from reports filed
        pursuant to the Exchange Act.

      


      (iv) Party
        A and the primary obligor under any Credit Support Document agree that, in
        the
        event that Party A provides Swap Financial Disclosure to Depositor in accordance
        with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial
        Disclosure to Depositor in accordance with Part 5(e)(iii)(c), Party A and
        such
        primary obligor will indemnify and hold harmless Depositor, its respective
        directors or officers and any person controlling Depositor, from and against
        any
        and all losses, claims, damages and liabilities caused by any untrue statement
        or alleged untrue statement of a material fact contained in such Swap Financial
        Disclosure or caused by any omission or alleged omission to state in such
        Swap
        Financial Disclosure a material fact, when considered in conjunction with
        any
        other information regarding Party A or the derivative instrument being written
        by Party A in the final prospectus for MortgageIT
        Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
        Certificates,
        required to be stated therein or necessary to make the statements therein,
        in
        light of the circumstances under which they were made, not
        misleading.

      


      
        
          
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      (v)
        Third Party Beneficiary. Depositor shall be an express third party beneficiary
        of this Agreement as if a party hereto to the extent of Depositor’s rights
        explicitly specified herein.


      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)   Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
        5(d),
        and Part 5(e), or the succeeding sentence, neither Party A nor Party B is
        permitted to assign, novate or transfer (whether by way of security or
        otherwise) as a whole or in part any of its rights, obligations or interests
        under the Agreement or any Transaction 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. At any time at which no Relevant Entity has
        credit ratings at least equal to the Approved Ratings Threshold, Party A
        may
        make a Permitted Transfer.” 

       

      
        	 	
                (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.
                  

              


      

       

      
        	
                (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
                  Class
                  2-A-1-2 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 Class 2-A-1-2 Supplemental Interest Trust and
                  the
                  proceeds thereof, should be insufficient to satisfy all claims
                  outstanding
                  and following the realization of the Class 2-A-1-2 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
                  Class 2-A-1-2 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 Class
                  2-A-1-2 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 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 Swap Rating Agency has been given 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.”.

                


        

         

      

      


      
        
          
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                (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 Swap Rating
                  Agencies
                  has been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	
                (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 Swap 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 Class 2-A-1-2 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.

              


      

      


      
        	
                (n)

              	
                Class
                  2-A-1-2 Supplemental Interest Trust Trustee Liability
                  Limitations.
                  It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed by HSBC Bank USA, National Association (“HSBC”)
                  not in its individual capacity, but solely as Class 2-A-1-2 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) HSBC 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, undertakings
                  and
                  agreements herein made on behalf of Party B is made and intended
                  not as
                  personal representations of the Class 2-A-1-2 Supplemental Interest
                  Trust
                  but is made and intended for the purpose of binding only Party
                  B; and (d)
                  under no circumstances shall HSBC
                  in its individual capacity be personally liable for 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 Class 2-A-1-2 Supplemental Interest Trust Trustee
                  and the Securities Administrator as its agents under the Pooling
                  and
                  Servicing Agreement to carry out certain functions on behalf of
                  Party B,
                  and that the Class 2-A-1-2 Supplemental Interest Trustee and Securities
                  Administrator shall be entitled to give notices and to perform
                  and satisfy
                  the obligations of Party B hereunder on behalf of Party
                  B.

              


      

       

      


      


      
        
          
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                (q)

              	
                Escrow
                  Payments.
                  If
                  (whether by reason of the time difference between the cities in
                  which
                  payments are to be made or otherwise) it is not possible for simultaneous
                  payments to be made on any date on which both parties are required
                  to make
                  payments hereunder, either Party may at its option and in its sole
                  discretion notify the other Party that payments on that date are
                  to be
                  made in escrow. In this case deposit of the payment due earlier
                  on that
                  date shall be made by 2:00 pm (local time at the place for the
                  earlier
                  payment) on that date with an escrow agent selected by the notifying
                  party, accompanied by irrevocable payment instructions (i) to release
                  the
                  deposited payment to the intended recipient upon receipt by the
                  escrow
                  agent of the required deposit of any corresponding payment payable
                  by the
                  other party on the same date accompanied by irrevocable payment
                  instructions to the same effect or (ii) if the required deposit
                  of the
                  corresponding payment is not made on that same date, to return
                  the payment
                  deposited to the party that paid it into escrow. The party that
                  elects to
                  have payments made in escrow shall pay all costs of the escrow
                  arrangements.

              


      

       

      
        	
                (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. 

              


      

      


      
        	
                (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.

              


      

      


      
        	
                (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 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 Class 2-A-1-2
                  Supplemental Interest Trust Trustee represents to Party A on the
                  date on
                  which the Class 2-A-1-2 Supplemental Interest Trust Trustee executes
                  this
                  Agreement that it is executing the Agreement in its capacity as
                  the Class
                  2-A-1-2 Supplemental Interest Trust Trustee pursuant to the Pooling
                  and
                  Servicing Agreement.

              


      

       

      
        	
                (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.

              


      

       

      


      
        
          
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                (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 and the Moody’s First Trigger
        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 (e) 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.

      


      “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
        (for the avoidance of doubt, not limited to payment obligations) of Party
        A or
        an Eligible Replacement to Party B under this Agreement that is provided
        by an
        Eligible Guarantor as principal debtor rather than surety and that 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 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 Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to 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
        withholding been required.

      


      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings from S&P at least equal to the S&P
        Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
        credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
        a Collateral Event (as defined in the Credit Support Annex) not to occur
        or
        continue with respect to Moody’s. 

      


      “Eligible
        Replacement”
        means an
        entity (A) (i) (a) that has credit ratings from S&P at least equal to the
        S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
        least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Replacement with credit ratings below
        the
        Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
        defined in the Credit Support Annex) not to occur or continue with respect
        to
        Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
        not limited to payment obligations) of which entity to Party B under this
        Agreement are guaranteed pursuant to an Eligible Guarantee.

      


      


      
        
          
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      “Estimated
        Swap Termination Payment”
        means,
        with respect to an Early Termination Date, an amount determined by Party
        A in
        good faith and in a commercially reasonable manner as the maximum payment
        that
        could be owed by Party B to Party A in respect of such Early Termination
        Date
        pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
        then
        current market conditions.

      


      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such 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, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

      


      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings 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 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 Ratings 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), Part 5(d),
        Part
        5(e), or the second sentence of Section 7 (as amended herein) to a transferee
        (the “Transferee”)
        of all,
        but not less than all, 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 that is a recognized dealer in interest
        rate swaps organized under the laws of the United States of America or a
        jurisdiction located in the United States of America (or another jurisdiction
        reasonably acceptable to Party B), (b) Party A and the Transferee are both
        “dealers in notional principal contracts” within the meaning of Treasury
        regulations section 1.1001-4, (c) an Event of Default or Termination Event
        would
        not occur as a result of such transfer, (d) pursuant to a written instrument
        (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction, (e) Party B shall have determined,
        in
        its sole discretion, acting in a commercially reasonable manner, that such
        Transfer Agreement is effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights and obligations under the Agreement and all
        relevant Transactions; (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); (g) either (A) Moody’s has been given
        prior written notice of such transfer and the Rating Agency Condition is
        satisfied with respect to S&P or (B) each Swap Rating Agency has been given
        prior written notice of such transfer and such transfer is in connection
        with
        the assignment and assumption of this Agreement without modification of its
        terms, 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 (h) such transfer
        otherwise complies with the terms of the Pooling and Servicing
        Agreement.

       

      


      
        
          
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      “Rating
        Agency Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Swap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Swap Rating Agencies and receive from each such Swap Rating Agency
        a
        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.

      


      “Relevant
        Entity” means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

      


      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) 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) by the parties under
        Section 2(a)(i) 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 (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transactions, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

      


      “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 and the Moody’s Second Trigger
        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
        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+”.

      


      “S&P
        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
        or
        counterparty rating from S&P of “BBB+”. 

      


      


      
        
          
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      “Swap
        Rating Agencies”
        means,
        with respect to any date of determination, each of S&P and Moody’s, to the
        extent that each such rating agency is then providing a rating for any of
        the
MortgageIT
        Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
        Certificates
        (the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).

      


       

      [Remainder
        of this page intentionally left blank.]

       

      


      
        
          
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      4. Account
        Details and Settlement Information:

      


      
        	
                Payments
                  to Party A:

              	
                Account
                  with bank:

              


      

      
        	 	
                DB
                  Trust Co Americas

              


      

      
        	 	
                ABA
                  021001033

              


      

      
        	 	
                BKTRUS33

              


      

      


      
        	 	
                Beneficiary:

              


      

      
        	 	
                Deutsche
                  Bank AG New York

              


      

      
        	 	
                a/c:
                  01473969

              


      

      
        	 	
                Global
                  No. N616738N

              


      

      
        	 	 


        	
                Payments
                  to Party B:

              	
                Wells
                  Fargo Bank, N.A.

              


      

      
        	 	
                ABA
                  # 121000248

              


      

      
        	 	
                Account
                  Name: Corporate Trust Clearing

              


      

      
        	 	
                Account
                  # 3970771416

              


      

      
        	 	
                FFC
                  to: 5311402

              


      

       

      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.

      


      


      
        
          
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      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,

      


      DEUTCSHE
        BANK AG, NEW YORK BRANCH

      


      
        	
                By:
                  /s/ Chris Flanagan

              	 	
                By:
                  /s/ Maria Valdez

              	 
	 	 	 	 
	 	 	 	 
	
                Name:
                  Chris Flanagan

              	 	
                Name:
                  Maria Valdez

              	 
	
                Authorized
                  Signatory

              	 	
                Authorized
                  Signatory

              	 


      

      
 

      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 in its individual capacity, but solely
        as
        Class 2-A-1-2 Supplemental Interest Trust Trustee for the Class 2-A-1-2
        Supplemental Interest Trust with respect to MortgageIT Securities Corp. Mortgage
        Loan Trust, Series 2007-1 Mortgage Pass-Through
        Certificates

      


      By:
        /s/ Elena Zheng

      Assistant
        Vice President

      HSBC
        Bank USA, N.A.

      


      


      


      


      


      


      
        
          
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      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

      


      


      
        
          
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        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of May 31, 2007 
          between

        Deutsche
          Bank AG (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        And


        
          HSBC
            Bank USA, National Association, not in its individual capacity, but solely
            as
            Class 2-A-1-2 Supplemental Interest Trust Trustee for the Class 2-A-1-2
            Supplemental Interest Trust with respect to MortgageIT
            Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
            Certificates (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 May 31, 2007, between
            Party A
            and Party B, Global No. N616738N.

           


          
          

        

        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) as amended (I) by
                    deleting the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” and inserting in lieu thereof the words “not later than
                    the close of business on each Valuation Date” and (II) by deleting in its
                    entirety 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.” and inserting in lieu thereof
                    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 First Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                    Valuation Date of all Posted Credit Support held by the Secured
                    Party,
                    and

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616738N

          

        


        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                    such Valuation Date of all Posted Credit Support held by the
                    Secured
                    Party.

                


        

         

        
          	 	
                  (B)

                	
                  “Return
                    Amount”
                    has the meaning specified in Paragraph 3(b) as amended by deleting
                    in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                    thereof 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 First Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s Second Trigger Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	 	
                  (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 First Trigger Credit Support Amount, or
                    the Moody’s Second Trigger 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):

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616738N

          

        

        
        

        
          
            
              
                	
                        Collateral

                      	
                        S&P

                        Valuation
                          

                        Percentage

                      	
                        Moody’s
                          

                        First
                          Trigger Valuation

                        Percentage

                      	
                        Moody’s
                          

                        Second
                          Trigger Valuation

                        Percentage

                      
	 	 	 	 	 
	(A)	
                        Cash

                      	
                        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

                      	
                        98.5%

                      	
                        100%

                      	
                        100%

                      
	 	 	 	 	 
	(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

                      	
                        89.9%

                      	
                        100%

                      	
                        94%

                      
	 	 	 	 	 
	(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

                      	
                        83.9%

                      	
                        100%

                      	
                        87%

                      


              

                  


            

          

        

        
          	 	
                  (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)

                	
                  “Threshold”
                    means, with respect to Party A and any Valuation Date, zero if
                    (i) a
                    Collateral Event has occurred and has been continuing (x) for
                    at least 30
                    days or (y) since this Annex was executed, or (ii) a Required
                    Ratings
                    Downgrade Event has occurred and is continuing; 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 the 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.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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                  (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
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                    the Moody’s Second Trigger Credit Support Amount is greater than
                    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.


                


        

         

        
          	 	
                  (iv)

                	
                  “Notification
                    Time” means
                    11:00 a.m., New York time, on a Local Business Day.
                    

                


        

         

        
          	 	
                  (v)

                	
                  External
                    Verification.
                    Notwithstanding anything to the contrary in the definitions of
                    Valuation
                    Agent or Valuation Date, at any time at which Party A (or, to
                    the extent
                    applicable, its Credit Support Provider) does not have a long-term
                    unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                    the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                    the S&P Value of Posted Credit Support on each Valuation Date based
                    on
                    internal marks and (B) verify such calculations with external
                    marks
                    monthly by obtaining on the last Local Business Day of each calendar
                    month
                    two external marks for each Transaction to which this Annex relates
                    and
                    for all Posted Credit Support; such verification of the Secured
                    Party’s
                    Exposure shall be based on the higher of the two external marks.
                    Each
                    external mark in respect of a Transaction shall be obtained from
                    an
                    independent Reference Market-maker that would be eligible and
                    willing to
                    enter into such Transaction in the absence of the current derivative
                    provider, provided that an external mark may not be obtained
                    from the same
                    Reference Market-maker more than four times in any 12-month period.
                    The
                    Valuation Agent shall obtain these external marks directly or
                    through an
                    independent third party, in either case at no cost to Party B.
                    The
                    Valuation Agent shall calculate on each Valuation Date (for purposes
                    of
                    this paragraph, the last Local Business Day in each calendar
                    month
                    referred to above shall be considered a Valuation Date) the Secured
                    Party’s Exposure based on the greater of the Valuation Agent’s internal
                    marks and the external marks received. If the S&P Value on any such
                    Valuation Date of all Posted Credit Support then held by the
                    Secured Party
                    is less than the S&P Credit Support Amount on such Valuation Date (in
                    each case as determined pursuant to this paragraph), Party A
                    shall, within
                    three Local Business Days of such Valuation Date, Transfer to
                    the Secured
                    Party Eligible Credit Support having an S&P Value as of the date of
                    Transfer at least equal to such deficiency.


                


        

         

        
          	 	
                  (vi)

                	
                  Notice
                    to S&P.
                    At
                    any time at which Party A (or, to the extent applicable, its
                    Credit
                    Support Provider) does not have a long-term unsubordinated and
                    unsecured
                    debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                    provide to S&P not later than the Notification Time on the Local
                    Business Day following each Valuation Date its calculations of
                    the Secured
                    Party’s Exposure and the S&P Value of any Eligible Credit Support or
                    Posted Credit Support for that Valuation Date. The Valuation
                    Agent shall
                    also provide to S&P any external marks received pursuant to the
                    preceding paragraph.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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                  (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 First Trigger
                    Value, and Moody’s Second Trigger Value, on any date, of Eligible
                    Collateral other than Cash will be calculated as follows:
                    

                


        

         

        For
          Eligible Collateral in the form of securities 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.

         

        
          	 	
                  (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 Securities Administrator
          or (B) any entity other than the entity then serving as Securities Administrator
          if such other entity (or, to the extent applicable, its parent company
          or credit
          support provider) shall then have a short-term unsecured and unsubordinated
          debt
          rating from S&P of at least “A-1.”


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
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        Initially,
          the Custodian
          for
          Party B is: Securities Administrator

         

        
          	 	
                  (ii)

                	
                  Use
                    of Posted Collateral. The
                    provisions of Paragraph 6(c)(i) will not apply to Party B, but
                    the
                    provisions of Paragraph 6(c)(ii) will apply to 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. If no investment
                    direction
                    is received, the Posted Collateral in the form of Cash shall
                    be held
                    uninvested. 

                


        

         

        
          	
                  (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.

                


        

         

        
          	 	
                  (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.


                


        

         

        
          	 	
                  (iii)

                	
                  Alternative
                    to Interest Amount.
                    The provisions of Paragraph 6(d)(ii) will
                    apply.

                


        

         

        
          	
                  (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: 


        
          	 	
                  Address:

                	
                  Wells
                    Fargo Bank, N.A.

                	 
	 	 	
                  9062
                    Old Annapolis Road

                	 
	 	 	
                  Columbia,
                    MD 21045

                	 
	 	
                  Attention:

                	
                  Client
                    Manager MortgageIT, Series 2007-1

                	 
	 	
                  Tel:

                	
                  410-884-2000

                	 
	 	
                  Fax:

                	
                  410-715-2380
                    

                	 


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
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                  (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: to be provided by Party A in
          writing.

         

        Party
          B’s
          Custodian account details for holding collateral:

         

        Wells
          Fargo Bank, N.A.

        ABA
          #
          121000248

        Account
          Name: Corporate Trust Clearing 

        Account
          #
          3970771416

        MortgageIT,
          Series 2007-1 Swap Collateral Account #5311405

        


        
          	
                  (m)

                	
                  Other
                    Provisions.

                


        

         

        
          	 	
                  (i)

                	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, which shall
                    be an
                    Eligible Account, and hold, record and identify all Posted Collateral
                    in
                    such segregated account, in accordance with the Pooling and Servicing
                    Agreement. 

                


        

         

        
          	 	
                  (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 First Trigger Value,
                    Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                    deleting the words “a Value” and inserting in lieu thereof “an S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                    (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                    Paragraph 5 (flush language) is hereby amended by deleting the
                    word
                    “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                    Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                    language) is hereby amended by deleting the word “Value” and inserting in
                    lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                    Second Trigger 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 First Trigger Value, or Moody’s Second Trigger
                    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 First Trigger Value, or Moody’s
                    Second Trigger Value” and (2) deleting the second instance of the words
                    “the Value” and inserting in lieu thereof “such disputed S&P Value,
                    Moody’s First Trigger Value, or Moody’s Second Trigger 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 First Trigger Value, and Moody’s Second Trigger 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.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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                  (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) Required
                    Ratings Downgrade Event has occurred and been continuing for
                    30 or more
                    Local Business Days, and (B) such failure is not remedied on
                    or before the
                    third Local Business Day after notice of such failure is given
                    to Party
                    A.

                


        

         

        
          	 	
                  (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 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:

         

        “Collateral
          Event” means
          that no Relevant Entity has credit ratings at least equal to the Approved
          Ratings Threshold.

         

        “Exposure”
          has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
          Schedule is deleted)” shall be inserted. 

         

        “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
          First Trigger Credit Support Amount” means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                    occurred and has been continuing (x) for at least 30 Local Business
                    Days
                    or (y) since this Annex was executed and (II) it is not the case
                    that a
                    Moody’s Second Trigger Ratings Event has occurred and been continuing
                    for
                    at least 30 Local Business Days, an amount equal to the greater
                    of (a)
                    zero and (b) the sum of (i) the Secured Party’s Exposure for such
                    Valuation Date and (ii) the sum, for each Transaction to which
                    this Annex
                    relates, of 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,
                    (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 

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

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                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II)   the
          Threshold for Party A such Valuation Date.

         

        “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 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 Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which it is the case that a Moody’s Second Trigger
                    Ratings Event has occurred and been continuing for at least 30
                    Local
                    Business Days, an amount equal to the greatest of (a) zero, (b)
                    the
                    aggregate amount of the Next Payments for all Next Payment Dates,
                    and (c)
                    the sum of (x) the Secured Party’s Exposure for such Valuation Date and
                    (y) the sum, for each Transaction to which this Annex relates,
                    of
                    

                


        

         

        (1)
          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

         

        (2)
          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; or 

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A for such Valuation Date.

         

        “Moody’s
          Second 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 Second Trigger
          Valuation Percentage for such Eligible Collateral set forth in Paragraph
          13(b)(ii).

         

        “Next
          Payment”
          means,
          in respect of each Next Payment Date, the greater of (i) the amount of
          any
          payments due to be made by Party A under Section 2(a) on such Next Payment
          Date
          less any payments due to be made by Party B under Section 2(a) on such
          Next
          Payment Date (in each case, after giving effect to any applicable netting
          under
          Section 2(c)) and (ii) zero.

         

        “Next
          Payment Date”
          means
          each date on which the next scheduled payment under any Transaction is
          due to be
          paid.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616738N

          

        


        “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 at least equal to the
          S&P
          Approved Ratings Threshold.

         

        “S&P
          Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)
                    

                	
                  for
                    any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                    Event, has occurred and been continuing for at least 30 days,
                    or (ii) a
                    S&P 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 Volatility Buffer
                    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.

         

        “S&P
          Required Ratings Downgrade Event”
          means
          that on any date, no Relevant Entity has credit ratings at least equal
          to the
          S&P Required Ratings Threshold.

         

        “S&P
          Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the
          product of (A) the bid price obtained by the Valuation Agent for such Eligible
          Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
          set forth in paragraph 13(b)(ii).

         

        “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 First Trigger
          Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
          or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
          Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
          such Eligible Collateral or Posted Collateral, respectively, in each case
          as set
          forth in Paragraph 13(b)(ii).

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616738N

          

        


        “Value”
          shall
          mean, in respect of any date, the related S&P Value, the related Moody’s
          First Trigger Value, and the related Moody’s Second Trigger Value.

         

        “Volatility
          Buffer”
          means,
          for any Transaction, the related percentage set forth in the following
          table.


        

          
            	
                    The
                      higher of the S&P 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%

                  


          

        

        


         

        [Remainder
          of this page intentionally left blank]

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616738N

          

        


        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%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616738N

          

        


        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%

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616738N

          

        


        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%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616738N

          

        
  

        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.

         

        
          	
                  Deutsche
                    Bank AG

                	
                  HSBC
                    Bank USA, National Association, not in its individual capacity,
                    but solely
                    as Class 2-A-1-2 Supplemental Interest Trust Trustee for the
                    Class 2-A-1-2
                    Supplemental Interest Trust with respect to MortgageIT
                    Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage
                    Pass-Through
                    Certificates

                
	 	 
	
                  By:
                    /s/ Maria Valdez

                   

                  Name:
                    Maria Valdez

                  Authorized
                    Signatory

                	
                  By:
                    /s/ Elena Zheng

                   

                  Assistant
                    Vice President

                  HSBC
                    Bank USA, N.A.

                
	 	 
	
                  By:
                    /s/ Chris Flanagan

                   

                  Name: Chris
                    Flanagan

                  Authorized
                    Signatory

                	 


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

         

      

      EXHIBIT
        K

       

      CLASS
        2-A-1-6 CERTIFICATE SWAP AGREEMENT

      

      Deutsche
        Bank AG New York

      60
        Wall Street

      New
        York, NY 10005

      Telephone:
        212-250-5977

      Facsimilie:
        212-797-8826

      


      
        	
                DATE:

              	
                May
                  31, 2007

              


      

      


      
        	
                TO:

              	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but solely
                  as Class 2-A-1-6 Supplemental Interest Trust Trustee for the Class
                  2-A-1-6
                  Supplemental Interest Trust with respect to MortgageIT Securities
                  Corp.
                  Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through Certificates
                  (“Party
                  B”)

              


      

       

      
        	
                ATTENTION:

              	
                HSBC
                  BANK USA, National Association

              


      

      
        	 	
                CTLA
                  - Structured Finance

              


      

      
        	 	
                452
                  Fifth Avenue

              


      

      
        	 	
                Attn:
                  Susie Moy

              


      

      
        	 	
                New
                  York, NY 10018

              


      

       

      
        	
                FROM:

              	
                Deutsche
                  Bank AG,
                  New York Branch 

              


      

      


      
        	
                ATTENTION:
                   

              	
                New
                  York Derivatives Documentation 

              


      

      
        	
                TELEPHONE: 

              	
                1
                  212 250 9425 

              


      

      
        	
                FACSIMILE:
                   

              	
                1
                  212 797 0779 

              


      

      
        	
                EMAIL:
                   

              	
                NYderivative.documentation@db.com

              


      

      


      
        	
                OUR
                  REFERENCE:

              	
                Global
                  No. N616746N

              


      

      


      
        	
                RE:

              	
                Interest
                  Rate Swap Transaction Class 2-A-1-6

              


      

       

      
        The
          purpose of this long-form confirmation (“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 Class 2-A-1-6
          supplemental interest trustee (the “Class 2-A-1-6 Supplemental Interest Trust
          Trustee”) on behalf of the Class 2-A-1-6 supplemental interest trust with
          respect to the MortgageIT Securities Corp. Mortgage Loan Trust, Series
          2007-1
          Mortgage Pass-Through Certificates (the “Class
          2-A-1-6 Supplemental Interest Trust”)
          created under the Pooling and Servicing Agreement, dated as of May 1, 2007,
          among MortgageIT Securities Corp. as Depositor, Wells Fargo Bank, National
          Association as Servicer, Master Servicer and Securities Administrator and
          HSBC
          Bank USA, National Association as Trustee.. This 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. This Confirmation constitutes a
“Confirmation”
          and also
          constitutes a “Schedule”
          as
          referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
          Support
          Annex to the Schedule. 
  

      
        	
                1.

              	
                This
                  Confirmation 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 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. In the
                  event of
                  any inconsistency among any of the following documents, the relevant
                  document first listed shall govern: (i) this Confirmation, exclusive
                  of
                  the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 hereof, which are incorporated by
                  reference
                  into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                  and (v) the ISDA Master 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 provisions herein deemed
        incorporated in a 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.

      


      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 Certificate Principal
                    Balance of
                    the Class 2-A-1-6 Certificates immediately prior to the Distribution
                    Date
                    which occurs in the calendar month of the Floating Rate I Payer
                    Payment
                    Date for such Calculation Period (determined for this purpose
                    without
                    regard to any adjustment of the Floating Rate I Payer Payment
                    Date or
                    Distribution Date relating to business days).


                


        

        


        
          
            The
              CUSIP
              no. of the Class 2-A-1-6 Certificates is: 61915Y AG6

          

        

        


        
          	 	 	
                  The
                    aggregate Certificate Principal Balance of the Class 2-A-1-6
                    Certificates
                    shall be published on the monthly statement to certificateholders
                    on the
                    internet website https://www.ctslink.com. If such report does
                    not appear
                    on the internet website referenced above, the Certificate Principal
                    Balance of the Class 2-A-1-6 Certificates can be obtained by
                    contacting
                    the trustee's investor relations desk at (866)
                    846-4526.

                


        

        


        
          	 	
                  Trade
                    Date:

                	
                  May
                    21, 2007

                


        

        


        
          	 	
                  Effective
                    Date:

                	
                  May
                    31, 2007

                


        

        


        
          	 	
                  Termination
                    Date:

                	
                  The
                    earlier to occur of (i) June 25, 2047 and (ii) the date on which
                    the
                    Notional Amount has been reduced to zero, subject to adjustment
                    in
                    accordance with the Following Business Day Convention; provided,
                    however,
                    that for the purpose of determining the final Floating Rate II
                    Payer
                    Period End Date, Termination Date shall be subject to No
                    Adjustment.

                


        

        
        

      

      Floating
        Amount I:

      


      
        	 	
                Floating
                  Rate I Payer:

              	
                Party
                  A

              


      

      


      Floating
        Rate I Payer 

      
        	 	
                Period
                  End Dates:

              	
                The
                  25th day of each month from and including June
                  25,
                  2007, to and including the Termination Date, subject to adjustment
                  in
                  accordance with the Following Business Day
                  Convention.

              


      

      
        


        Floating
          Rate I Payer 

        
          	 	
                  Payment
                    Dates:

                	
                  Early
                    Payment shall be applicable. Each Floating Rate I Payer Payment
                    Date shall
                    be one Business Day prior to the related Floating Rate I Payer
                    Period End
                    Date.

                


        

        



      

      


      
        
          
            Global
              No. N616746N

            
            

          

          
            Page
              2 of
              26

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                Floating
                  Rate I:

              	
                One-Month
                  LIBOR (as defined in the Pooling and Servicing Agreement) plus
                  (i) with
                  respect to any Floating Rate I Payer Payment Date occurring prior
                  to the
                  Optional Termination Date, 0.14% per annum or (ii) with respect
                  to any
                  Floating Rate I Payer Payment Date occurring on or after the Optional
                  Termination Date, 0.28% per annum. 

              


      

      


      Floating
        Rate I 

      
        	 	
                Day
                  Count Fraction:

              	
                Actual/360

              


      

      


      
        	 	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation
                  Period

              


      

      


      
        	 	
                Compounding:

              	
                Inapplicable

              


      

      


      Floating
        Amount II:

      


      
        	 	
                Floating
                  Rate II Payer:

              	
                Party
                  B

              


      

      


      Floating
        Rate II Payer 

      
        	 	
                Period
                  End Dates:

              	
                The
                  25th day of each month from and including June 25, 2007, to and
                  including
                  the Termination Date, subject to adjustment in accordance with
                  the
                  Following Business Day Convention.

              


      

      


      Floating
        Rate II Payer 

      
        	 	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. Each Floating Rate I Payer Payment
                  Date shall
                  be one Business Day prior to the related Floating Rate I Payer
                  Period End
                  Date. 

              


      

      


      
        	 	
                Floating
                  Rate II:

              	
                The
                  lesser of (i) One-Month LIBOR (as defined in the Pooling and Servicing
                  Agreement) plus (x) with respect to any Floating Rate I Payer Payment
                  Date
                  occurring prior to the Optional Termination Date, 0.21% per annum
                  or (y)
                  with respect to any Floating Rate I Payer Payment Date occurring
                  on or
                  after the Optional Termination Date, 0.42% per annum and (ii) the
                  Net WAC
                  Pass-Through Rate.

              


      

      


      Floating
        Rate II Payer 

      
        	 	
                First
                  Payment:

              	
                With
                  respect to each Floating Rate II Payer Payment Date, the product
                  of
                  Floating Rate II * Notional Amount * Floating Rate II Day Count
                  Fraction.

              


      

      


      Floating
        Rate II Payer 

      
        	 	
                Second
                  Payment:

              	
                With
                  respect to each Floating Rate II Payer Payment Date, an amount
                  equal to
                  the amount of any Net WAC Rate Carryover Amount paid to Party B
                  pursuant
                  to the Pooling and Servicing Agreement in respect of the Class
                  2-A-1-6 Underlying
                  Interest on the Distribution Date occurring in the calendar month
                  of such
                  Floating Rate II Payer Payment Date (determined for this purpose
                  without
                  regard to any adjustment of the Floating Rate II Payer Payment
                  Date or
                  Distribution Date relating to business
                  days).

              


      

      


      
        
          
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      Floating
        Rate II 

      
        	 	
                Day
                  Count Fraction:

              	
                Actual/360

              


      

      


      
        	 	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation
                  Period

              


      

      


      
        	 	
                Compounding:

              	
                Inapplicable

              


      

      


      
        	 	
                Business
                  Days:

              	
                New
                  York

              


      

      


      
        	 	
                Business
                  Day Convention:

              	
                Following

              


      

      


      
        	 	
                Party
                  B Information:

              	
                Wells
                  Fargo Bank, N.A. shall provide to Party A no later than one Business
                  Day
                  prior to each Floating Rate II Payer Payment Date the following
                  information: (i) the Optional Termination Date (if not previously
                  provided
                  to Party A), (ii) the Net WAC Pass-Through Rate for the Distribution
                  Date
                  occurring in the calendar month of such Floating Rate II Payer
                  Payment
                  Date (determined for this purpose without regard to any adjustment
                  of the
                  Floating Rate II Payer Payment Date or Distribution Date relating
                  to
                  business days) and (iii) any Net WAC Rate Carryover Amount to be
                  distributed to Party B pursuant to the Pooling and Servicing Agreement
                  in
                  respect of the Class 2-A-1-6 Underlying Interest on the Distribution
                  Date
                  occurring in the calendar month of such Floating Rate II Payer
                  Payment
                  Date (determined for this purpose without regard to any adjustment
                  of the
                  Floating Rate II Payer Payment Date or Distribution Date relating
                  to
                  business days).

              


      

      


      
        	
                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 Required
                  Ratings
                  Downgrade Event has occurred and been continuing for 30 or more
                  Local
                  Business Days and (B) such failure is not remedied on or before
                  the third
                  Local Business Day after notice of such failure is given to Party
                  A.

              


      

      


      
        
          
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                (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) of the Credit
                  Support Annex; 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 Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

      


      
        	 	
                (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:

      


      “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, the Eligible Guarantor.


      


      “Shareholders’
        Equity” means with respect to an entity, at any time, the sum (as shown in the
        most recent annual audited financial statements of such entity) of (i) its
        capital stock (including preferred stock) outstanding, taken at par value,
        (ii)
        its capital surplus and (iii) its retained earnings, minus (iv) treasury
        stock,
        each to be 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 except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


      

      


      
        	 	
                (viii)

              	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      


      


      
        
          
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      (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.

              


      

      


      
        	
                (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, in the event 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 a Reference Market-maker that is 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 Reference Market-maker 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: 

      


      


      
        
          
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                (a)

              	
                If
                  a Market Quotation for the relevant Terminated Transaction or group
                  of
                  Terminated Transactions is accepted by Party B so as to become
                  legally
                  binding on or before the day falling ten Local Business Days after
                  the day
                  on which the Early Termination Date is designated, or such later
                  day as
                  Party B may specify in writing to Party A, but in either case no
                  later
                  than one Local Business Day prior to the Early Termination Date
                  (such day,
                  the “Latest Settlement Amount Determination Day”), the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; 

              


      

      


      
        	 	
                (b)

              	
                If,
                  on the Latest Settlement Amount Determination Day, 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 made and remain capable of becoming legally binding upon acceptance,
                  the Settlement Amount shall equal the Termination Currency Equivalent
                  of
                  the amount (whether positive or negative) of the lowest of such
                  Market
                  Quotations (for the avoidance of doubt, the lowest of such Market
                  Quotations shall be the lowest Market Quotation of
                  such Market Quotations
                  expressed as a positive number or, if any of such Market Quotations
                  is
                  expressed as a negative number, the Market Quotation expressed
                  as a
                  negative number with the largest absolute value);
                  or

              


      

      


      
        	 	
                (c)

              	
                If,
                  on the Latest Settlement Amount Determination Day, 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 remains capable of becoming
                  legally
                  binding upon acceptance, the Settlement Amount shall equal 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 Latest Settlement
                  Amount Determination Day.

              


      

      


      
        	 	
                (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-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

       

      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations from Approved Replacements
                  remain
                  capable of becoming legally binding upon acceptance, Party B shall
                  be
                  entitled to accept only the lowest of such Market Quotations (for
                  the
                  avoidance of doubt, the lowest of such Market Quotations shall
                  be the
                  lowest Market Quotation of such Market Quotations expressed as
                  a positive
                  number or, if any of such Market Quotations is expressed as a negative
                  number, the Market Quotation expressed as a negative number with
                  the
                  largest absolute value).

              


      

      


      
        	 	
                (ii)

              	
                The
                  Second Method will apply.

              


      

      


      
        
          
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      (g)   “Termination
        Currency”
        means
        USD.

      


      (h)   Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

       

       

      
        
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      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. 

      


       

      


      
        
          
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      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

              	
                A
                  correct, complete and duly executed U.S. Internal Revenue Service
                  Form
                  W-8ECI or other applicable form (or successor thereto), together
                  with
                  appropriate attachments, 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

              	
                Party
                  B will deliver at closing an original properly completed and executed
                  United States Internal Revenue Service Form W-9 or other applicable
                  form
                  (or any successor thereto) 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, and
                  may
                  deliver other tax forms relating to 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)
                  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.

              


      

      


      


      


      
        
          
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      (b) For
        the
        purpose of Section 4(a)(ii), other documents to be delivered (unless otherwise
        publicly available) 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, this 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, this 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, this 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 acceptable in form and substance
                  to Party
                  B

              	
                Upon
                  the execution and delivery of this Agreement

              	
                No

              


      

      


      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: 

      


      
        
          
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      Deutsche
        Bank AG, Head Office

      Taunusanlage
        12

      60262
        Frankfurt 

      GERMANY

      Attention:
        Legal Department

      Fax
        No:
        0049 69 910 36097

      


      (For
        all
        purposes)

      


      Address
        for notices or communications to Party B: 

      


      Address:   
        HSBC
        BANK
        USA, National Association

         
        CTLA - Structured Finance 

         
        452 Fifth Avenue 

         
        New York, NY  10018

      Attention: 
        Susie
        Moy

      Tel:            
        212-525-1362

       

      with
        a
        copy to:

      

        
          	 	
                  Address:

                	
                  Wells
                    Fargo Bank, N.A.

                


        

        
          	 	 	
                  9062
                    Old Annapolis Road

                


        

        
          	 	 	
                  Columbia,
                    Maryland 21045 

                


        

        
          	 	
                  Attention:

                	
                  Client
                    Manager MortgageIT, Series 2007-1

                


        

        
          	 	
                  Tel:

                	
                  410-884-2000

                


        

        
          	 	
                  Fax:

                	
                  410-715-2380

                


        

      

      


      (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; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section and Party A agrees that, for purposes of Section 6(b) of
                  this
                  Agreement, it shall not in the future have any Office other than
                  one in
                  the United States.

              


      

      


      
        	
                (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 third party, reasonably
                  acceptable to Party A, the cost for which shall be borne by Party
                  A.

              


      

      


      (f)    Credit
        Support Document. 

      


      
        	 	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              


      

      


      
        
          
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      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, 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.
                  The parties agree that 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).

              


      

      


      


      
        
          
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      Part
        5.  Others
        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.

              


      

       

      (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 regarding the Transaction (whether written or oral), 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.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) the 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. 

              


      

      


      
        
          
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                (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 by (i) deleting the words “or if a Tax
                  Event Upon Merger occurs and the Burdened Party is the Affected
                  Party,”
                  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 1 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)

              	
                First
                  Rating Trigger Collateral.
                  If
                  (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  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,
                  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.
                  If
                  (A) a Required Ratings Downgrade Event has occurred and been continuing
                  for 30 or more Local Business Days and (B) (i) at least one Eligible
                  Replacement has made a Firm Offer to be the transferee of all of
                  Party A’s
                  rights and obligations under this Agreement (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Replacement
                  upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                  has made
                  a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Guarantor
                  immediately upon acceptance by the offeree), 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. 

              


      

      


      
        	 	
                (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), 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.
                  

              


      

      


      
        
          
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                (iv)

              	
                Failure
                  to Comply with Regulation AB Requirements. If,
                  upon the occurrence of a Disclosure Event (as defined in Part 5(e)
                  below)
                  Party A has not complied with any of the provisions set forth in
                  clause
                  (iii) of Part 5(e) below, 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.

              


      

      


      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event.
                  In
                  the event that no Relevant Entity has credit ratings at least equal
                  to the
                  Required Ratings Threshold, then Party A shall, as soon as reasonably
                  practicable and so long as a Required Ratings Downgrade Event is
                  in
                  effect, at its own expense, using commercially reasonable efforts,
                  procure
                  either (A) a Permitted Transfer or (B) an Eligible
                  Guarantee.

              


      

      


      (e)   Compliance
        with Regulation AB. 

      


      (i) Party
        A agrees and acknowledges that MortgageIT Securities Corp. (“Depositor”) is
        required under Regulation AB under the Securities Act of 1933, as amended,
        and
        the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
        (“Regulation AB”), to disclose certain financial information regarding Party A
        or its group of affiliated entities, if applicable, depending on the aggregate
        “significant percentage” of this Agreement and any other derivative contracts
        between Party A or its group of affiliated entities, if applicable, and
        Counterparty, as calculated from time to time in accordance with Item 1115
        of
        Regulation AB.

      


      (ii) It
        shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business
        Day after the date hereof, Depositor requests from Party A the applicable
        financial information described in Item 1115 of Regulation AB (such request
        to
        be based on a reasonable determination by Depositor, in good faith, that
        such
        information is required under Regulation AB) (the “Swap Financial
        Disclosure”).

      


      (iii)
         Upon
        the occurrence of a Swap Disclosure Event, Party A, at its own expense, shall
        (1)(a) either (i) provide to Depositor the current Swap Financial Disclosure
        in
        an EDGAR-compatible format (for example, such information may be provided
        in
        Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
        provide written consent to Depositor to incorporation by reference of such
        current Swap Financial Disclosure as is filed with the Securities and Exchange
        Commission in the Exchange Act Reports of Depositor, (b) if applicable, cause
        its outside accounting firm to provide its consent to filing or incorporation
        by
        reference in the Exchange Act Reports of Depositor of such accounting firm’s
        report relating to their audits of such current Swap Financial Disclosure,
        and
        (c) provide to Depositor any updated Swap Financial Disclosure with respect
        to
        Party A or any entity that consolidates Party A within five days of the release
        of any such updated Swap Financial Disclosure; (2) secure an Eligible
        Replacement, which entity complies with the requirements of Item 1115 of
        Regulation AB, including providing the information contemplated by Part
        5(e)(iii)(1) above, to enter a Replacement Transaction by way of a Permitted
        Transfer or (3) obtain an Eligible Guarantee of Party A’s obligations under this
        Agreement from an affiliate of Party A that is able to comply with the financial
        information disclosure requirements of Item 1115 of Regulation AB, including
        providing the information contemplated by Part 5(e)(iii)(1) above, such that
        disclosure provided in respect of the affiliate will satisfy any disclosure
        requirements applicable to Party A, and cause such affiliate to provide Swap
        Financial Disclosure. If permitted by Regulation AB, any required Swap Financial
        Disclosure may be provided by incorporation by reference from reports filed
        pursuant to the Exchange Act.

      


      (iv) Party
        A and the primary obligor under any Credit Support Document agree that, in
        the
        event that Party A provides Swap Financial Disclosure to Depositor in accordance
        with Part 5(e)(iii)(a) or causes its affiliate to provide Swap Financial
        Disclosure to Depositor in accordance with Part 5(e)(iii)(c), Party A and
        such
        primary obligor will indemnify and hold harmless Depositor, its respective
        directors or officers and any person controlling Depositor, from and against
        any
        and all losses, claims, damages and liabilities caused by any untrue statement
        or alleged untrue statement of a material fact contained in such Swap Financial
        Disclosure or caused by any omission or alleged omission to state in such
        Swap
        Financial Disclosure a material fact, when considered in conjunction with
        any
        other information regarding Party A or the derivative instrument being written
        by Party A in the final prospectus for MortgageIT
        Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
        Certificates,
        required to be stated therein or necessary to make the statements therein,
        in
        light of the circumstances under which they were made, not
        misleading.

      


      
        
          
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      (v)
        Third Party Beneficiary. Depositor shall be an express third party beneficiary
        of this Agreement as if a party hereto to the extent of Depositor’s rights
        explicitly specified herein.


      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)   Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
        5(d),
        and Part 5(e), or the succeeding sentence, neither Party A nor Party B is
        permitted to assign, novate or transfer (whether by way of security or
        otherwise) as a whole or in part any of its rights, obligations or interests
        under the Agreement or any Transaction 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. At any time at which no Relevant Entity has
        credit ratings at least equal to the Approved Ratings Threshold, Party A
        may
        make a Permitted Transfer.” 

       

      
        	 	
                (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.
                  

              


      

       

      
        	
                (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
                  Class
                  2-A-1-6 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 Class 2-A-1-6 Supplemental Interest Trust and
                  the
                  proceeds thereof, should be insufficient to satisfy all claims
                  outstanding
                  and following the realization of the Class 2-A-1-6 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
                  Class 2-A-1-6 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 Class
                  2-A-1-6 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 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 Swap Rating Agency has been given 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.”.

                


        

         

      

      


      
        
          
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                (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 Swap Rating
                  Agencies
                  has been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	
                (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 Swap 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 Class 2-A-1-6 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.

              


      

      


      
        	
                (n)

              	
                Class
                  2-A-1-6 Supplemental Interest Trust Trustee Liability
                  Limitations.
                  It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed by HSBC Bank USA, National Association (“HSBC”)
                  not in its individual capacity, but solely as Class 2-A-1-6 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) HSBC 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, undertakings
                  and
                  agreements herein made on behalf of Party B is made and intended
                  not as
                  personal representations of the Class 2-A-1-6 Supplemental Interest
                  Trust
                  but is made and intended for the purpose of binding only Party
                  B; and (d)
                  under no circumstances shall HSBC
                  in its individual capacity be personally liable for 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 Class 2-A-1-6 Supplemental Interest Trust Trustee
                  and the Securities Administrator as its agents under the Pooling
                  and
                  Servicing Agreement to carry out certain functions on behalf of
                  Party B,
                  and that the Class 2-A-1-6 Supplemental Interest Trustee and Securities
                  Administrator shall be entitled to give notices and to perform
                  and satisfy
                  the obligations of Party B hereunder on behalf of Party
                  B.

              


      

       

      


      


      
        
          
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                (q)

              	
                Escrow
                  Payments.
                  If
                  (whether by reason of the time difference between the cities in
                  which
                  payments are to be made or otherwise) it is not possible for simultaneous
                  payments to be made on any date on which both parties are required
                  to make
                  payments hereunder, either Party may at its option and in its sole
                  discretion notify the other Party that payments on that date are
                  to be
                  made in escrow. In this case deposit of the payment due earlier
                  on that
                  date shall be made by 2:00 pm (local time at the place for the
                  earlier
                  payment) on that date with an escrow agent selected by the notifying
                  party, accompanied by irrevocable payment instructions (i) to release
                  the
                  deposited payment to the intended recipient upon receipt by the
                  escrow
                  agent of the required deposit of any corresponding payment payable
                  by the
                  other party on the same date accompanied by irrevocable payment
                  instructions to the same effect or (ii) if the required deposit
                  of the
                  corresponding payment is not made on that same date, to return
                  the payment
                  deposited to the party that paid it into escrow. The party that
                  elects to
                  have payments made in escrow shall pay all costs of the escrow
                  arrangements.

              


      

       

      
        	
                (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. 

              


      

      


      
        	
                (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.

              


      

      


      
        	
                (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 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 Class 2-A-1-6
                  Supplemental Interest Trust Trustee represents to Party A on the
                  date on
                  which the Class 2-A-1-6 Supplemental Interest Trust Trustee executes
                  this
                  Agreement that it is executing the Agreement in its capacity as
                  the Class
                  2-A-1-6 Supplemental Interest Trust Trustee pursuant to the Pooling
                  and
                  Servicing Agreement.

              


      

       

      
        	
                (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.

              


      

       

      


      
        
          
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                (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 and the Moody’s First Trigger
        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 (e) 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.

      


      “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
        (for the avoidance of doubt, not limited to payment obligations) of Party
        A or
        an Eligible Replacement to Party B under this Agreement that is provided
        by an
        Eligible Guarantor as principal debtor rather than surety and that 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 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 Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to 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
        withholding been required.

      


      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings from S&P at least equal to the S&P
        Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
        credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
        a Collateral Event (as defined in the Credit Support Annex) not to occur
        or
        continue with respect to Moody’s. 

      


      “Eligible
        Replacement”
        means an
        entity (A) (i) (a) that has credit ratings from S&P at least equal to the
        S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
        least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Replacement with credit ratings below
        the
        Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
        defined in the Credit Support Annex) not to occur or continue with respect
        to
        Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
        not limited to payment obligations) of which entity to Party B under this
        Agreement are guaranteed pursuant to an Eligible Guarantee.

      


      


      
        
          
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      “Estimated
        Swap Termination Payment”
        means,
        with respect to an Early Termination Date, an amount determined by Party
        A in
        good faith and in a commercially reasonable manner as the maximum payment
        that
        could be owed by Party B to Party A in respect of such Early Termination
        Date
        pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
        then
        current market conditions.

      


      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such 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, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

      


      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings 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 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 Ratings 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), Part 5(d),
        Part
        5(e), or the second sentence of Section 7 (as amended herein) to a transferee
        (the “Transferee”)
        of all,
        but not less than all, 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 that is a recognized dealer in interest
        rate swaps organized under the laws of the United States of America or a
        jurisdiction located in the United States of America (or another jurisdiction
        reasonably acceptable to Party B), (b) Party A and the Transferee are both
        “dealers in notional principal contracts” within the meaning of Treasury
        regulations section 1.1001-4, (c) an Event of Default or Termination Event
        would
        not occur as a result of such transfer, (d) pursuant to a written instrument
        (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction, (e) Party B shall have determined,
        in
        its sole discretion, acting in a commercially reasonable manner, that such
        Transfer Agreement is effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights and obligations under the Agreement and all
        relevant Transactions; (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); (g) either (A) Moody’s has been given
        prior written notice of such transfer and the Rating Agency Condition is
        satisfied with respect to S&P or (B) each Swap Rating Agency has been given
        prior written notice of such transfer and such transfer is in connection
        with
        the assignment and assumption of this Agreement without modification of its
        terms, 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 (h) such transfer
        otherwise complies with the terms of the Pooling and Servicing
        Agreement.

       

      


      
        
          
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      “Rating
        Agency Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Swap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Swap Rating Agencies and receive from each such Swap Rating Agency
        a
        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
          Agency Condition”
          means,
          with respect to any particular proposed act or omission to act hereunder
          and
          each Swap Rating Agency specified in connection with such proposed act
          or
          omission, that the party acting or failing to act must consult with each
          of the
          specified Swap Rating Agencies and receive from each such Swap Rating Agency
          a
          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.
  

      

      “Relevant
        Entity” means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

      


      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) 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) by the parties under
        Section 2(a)(i) 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 (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transactions, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

      


      “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 and the Moody’s Second Trigger
        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
        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+”.

      


      “S&P
        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
        or
        counterparty rating from S&P of “BBB+”. 

      


      


      
        
          
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        “Swap
          Rating Agencies”
          means,
          with respect to any date of determination, each of S&P and Moody’s, to the
          extent that each such rating agency is then providing a rating for any
          of the
          MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage
          Pass-Through Certificates (the “Certificates”) or any notes backed by the
          Certificates (the “Notes”).
 

      

       

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        of this page intentionally left blank.]

       

      


      
        
          
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      4. Account
        Details and Settlement Information:

      


      
        	
                Payments
                  to Party A:

              	
                Account
                  with bank:

              


      

      
        	 	
                DB
                  Trust Co Americas

              


      

      
        	 	
                ABA
                  021001033

              


      

      
        	 	
                BKTRUS33

              


      

      


      
        	 	
                Beneficiary:

              


      

      
        	 	
                Deutsche
                  Bank AG New York

              


      

      
        	 	
                a/c:
                  01473969

              


      

      
        	 	
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                Payments
                  to Party B:

              	
                Wells
                  Fargo Bank, N.A.

              


      

      
        	 	
                ABA
                  # 121000248

              


      

      
        	 	
                Account
                  Name: Corporate Trust Clearing

              


      

      
        	 	
                Account
                  # 3970771416

              


      

      
        	 	
                FFC
                  to: 5311403

              


      

        


      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.

      


      


      
        
          
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      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,

      


      DEUTCSHE
        BANK AG, NEW YORK BRANCH

      


      
        	
                By:
                  /s/ Chris Flanagan

              	 	
                By:
                  /s/ Maria Valdez

              	 
	 	 	 	 
	 	 	 	 
	
                Name:
                  Chris Flanagan

              	  	
                Name:
                  Maria Valdez

              	 
	
                Authorized
                  Signatory

              	 	
                Authorized
                  Signatory

              	 


      

      
 

      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 in its individual capacity, but solely
        as
        Class 2-A-1-6 Supplemental Interest Trust Trustee for the Class 2-A-1-6
        Supplemental Interest Trust with respect to MortgageIT Securities Corp. Mortgage
        Loan Trust, Series 2007-1 Mortgage Pass-Through
        Certificates

      


      By:
        /s/ Elena Zheng

      Assistant
        Vice President

      HSBC
        Bank USA, N.A.


      


      


      


      
        
          
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      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

      


      


      
        
          
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        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of May 31, 2007 
          between

        Deutsche
          Bank AG (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        And


        
          HSBC
            Bank USA, National Association, not in its individual capacity, but solely
            as
            Class 2-A-1-6 Supplemental Interest Trust Trustee for the Class 2-A-1-6
            Supplemental Interest Trust with respect to MortgageIT
            Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
            Certificates (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 May 31, 2007, between
            Party A
            and Party B, Global No. N616746N.

           


          
          

        

        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) as amended (I) by
                    deleting the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” and inserting in lieu thereof the words “not later than
                    the close of business on each Valuation Date” and (II) by deleting in its
                    entirety 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.” and inserting in lieu thereof
                    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 First Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                    Valuation Date of all Posted Credit Support held by the Secured
                    Party,
                    and

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                    such Valuation Date of all Posted Credit Support held by the
                    Secured
                    Party.

                


        

         

        
          	 	
                  (B)

                	
                  “Return
                    Amount”
                    has the meaning specified in Paragraph 3(b) as amended by deleting
                    in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                    thereof 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 First Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s Second Trigger Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	 	
                  (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 First Trigger Credit Support Amount, or
                    the Moody’s Second Trigger 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):

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        

         

         

          
            
              
                
                  	
                          Collateral

                        	
                          S&P

                          Valuation
                            

                          Percentage

                        	
                          Moody’s
                            

                          First
                            Trigger Valuation

                          Percentage

                        	
                          Moody’s
                            

                          Second
                            Trigger Valuation

                          Percentage

                        
	 	 	 	 	 
	(A)	
                          Cash

                        	
                          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

                        	
                          98.5%

                        	
                          100%

                        	
                          100%

                        
	 	 	 	 	 
	(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

                        	
                          89.9%

                        	
                          100%

                        	
                          94%

                        
	 	 	 	 	 
	(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

                        	
                          83.9%

                        	
                          100%

                        	
                          87%

                        


                

                      
                  

              

            

          

        

        
          	 	
                  (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)

                	
                  “Threshold”
                    means, with respect to Party A and any Valuation Date, zero if
                    (i) a
                    Collateral Event has occurred and has been continuing (x) for
                    at least 30
                    days or (y) since this Annex was executed, or (ii) a Required
                    Ratings
                    Downgrade Event has occurred and is continuing; 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 the 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.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        
          	 	
                  (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
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                    the Moody’s Second Trigger Credit Support Amount is greater than
                    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.


                


        

         

        
          	 	
                  (iv)

                	
                  “Notification
                    Time” means
                    11:00 a.m., New York time, on a Local Business Day.
                    

                


        

         

        
          	 	
                  (v)

                	
                  External
                    Verification.
                    Notwithstanding anything to the contrary in the definitions of
                    Valuation
                    Agent or Valuation Date, at any time at which Party A (or, to
                    the extent
                    applicable, its Credit Support Provider) does not have a long-term
                    unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                    the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                    the S&P Value of Posted Credit Support on each Valuation Date based
                    on
                    internal marks and (B) verify such calculations with external
                    marks
                    monthly by obtaining on the last Local Business Day of each calendar
                    month
                    two external marks for each Transaction to which this Annex relates
                    and
                    for all Posted Credit Support; such verification of the Secured
                    Party’s
                    Exposure shall be based on the higher of the two external marks.
                    Each
                    external mark in respect of a Transaction shall be obtained from
                    an
                    independent Reference Market-maker that would be eligible and
                    willing to
                    enter into such Transaction in the absence of the current derivative
                    provider, provided that an external mark may not be obtained
                    from the same
                    Reference Market-maker more than four times in any 12-month period.
                    The
                    Valuation Agent shall obtain these external marks directly or
                    through an
                    independent third party, in either case at no cost to Party B.
                    The
                    Valuation Agent shall calculate on each Valuation Date (for purposes
                    of
                    this paragraph, the last Local Business Day in each calendar
                    month
                    referred to above shall be considered a Valuation Date) the Secured
                    Party’s Exposure based on the greater of the Valuation Agent’s internal
                    marks and the external marks received. If the S&P Value on any such
                    Valuation Date of all Posted Credit Support then held by the
                    Secured Party
                    is less than the S&P Credit Support Amount on such Valuation Date (in
                    each case as determined pursuant to this paragraph), Party A
                    shall, within
                    three Local Business Days of such Valuation Date, Transfer to
                    the Secured
                    Party Eligible Credit Support having an S&P Value as of the date of
                    Transfer at least equal to such deficiency.


                


        

         

        
          	 	
                  (vi)

                	
                  Notice
                    to S&P.
                    At
                    any time at which Party A (or, to the extent applicable, its
                    Credit
                    Support Provider) does not have a long-term unsubordinated and
                    unsecured
                    debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                    provide to S&P not later than the Notification Time on the Local
                    Business Day following each Valuation Date its calculations of
                    the Secured
                    Party’s Exposure and the S&P Value of any Eligible Credit Support or
                    Posted Credit Support for that Valuation Date. The Valuation
                    Agent shall
                    also provide to S&P any external marks received pursuant to the
                    preceding paragraph.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        
          	
                  (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 First Trigger
                    Value, and Moody’s Second Trigger Value, on any date, of Eligible
                    Collateral other than Cash will be calculated as follows:
                    

                


        

         

        For
          Eligible Collateral in the form of securities 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.

         

        
          	 	
                  (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 Securities Administrator
          or (B) any entity other than the entity then serving as Securities Administrator
          if such other entity (or, to the extent applicable, its parent company
          or credit
          support provider) shall then have a short-term unsecured and unsubordinated
          debt
          rating from S&P of at least “A-1.”


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        

         

        Initially,
          the Custodian
          for
          Party B is: Securities Administrator

         

        
          	 	
                  (ii)

                	
                  Use
                    of Posted Collateral. The
                    provisions of Paragraph 6(c)(i) will not apply to Party B, but
                    the
                    provisions of Paragraph 6(c)(ii) will apply to 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. If no investment
                    direction
                    is received, the Posted Collateral in the form of Cash shall
                    be held
                    uninvested. 

                


        

         

        
          	
                  (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.

                


        

         

        
          	 	
                  (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.


                


        

         

        
          	 	
                  (iii)

                	
                  Alternative
                    to Interest Amount.
                    The provisions of Paragraph 6(d)(ii) will
                    apply.

                


        

         

        
          	
                  (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: 


        
          	 	
                  Address:

                	
                  Wells
                    Fargo Bank, N.A.

                	 
	 	 	
                  9062
                    Old Annapolis Road

                	 
	 	 	
                  Columbia,
                    MD 21045

                	 
	 	
                  Attention:

                	
                  Client
                    Manager MortgageIT, Series 2007-1

                	 
	 	
                  Tel:

                	
                  410-884-2000

                	 
	 	
                  Fax:

                	
                  410-715-2380
                    

                	 


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        


        
          	
                  (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: to be provided by Party A in
          writing.

         

        Party
          B’s
          Custodian account details for holding collateral:

         

        Wells
          Fargo Bank, N.A.

        ABA
          #
          121000248

        Account
          Name: Corporate Trust Clearing 

        Account
          #
          3970771416

        MortgageIT,
          Series 2007-1 Swap Collateral Account #5311405

        


        
          	
                  (m)

                	
                  Other
                    Provisions.

                


        

         

        
          	 	
                  (i)

                	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, which shall
                    be an
                    Eligible Account, and hold, record and identify all Posted Collateral
                    in
                    such segregated account, in accordance with the Pooling and Servicing
                    Agreement. 

                


        

         

        
          	 	
                  (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 First Trigger Value,
                    Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                    deleting the words “a Value” and inserting in lieu thereof “an S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                    (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                    Paragraph 5 (flush language) is hereby amended by deleting the
                    word
                    “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                    Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                    language) is hereby amended by deleting the word “Value” and inserting in
                    lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                    Second Trigger 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 First Trigger Value, or Moody’s Second Trigger
                    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 First Trigger Value, or Moody’s
                    Second Trigger Value” and (2) deleting the second instance of the words
                    “the Value” and inserting in lieu thereof “such disputed S&P Value,
                    Moody’s First Trigger Value, or Moody’s Second Trigger 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 First Trigger Value, and Moody’s Second Trigger 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.

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        
          	 	
                  (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) Required
                    Ratings Downgrade Event has occurred and been continuing for
                    30 or more
                    Local Business Days, and (B) such failure is not remedied on
                    or before the
                    third Local Business Day after notice of such failure is given
                    to Party
                    A.

                


        

         

        
          	 	
                  (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 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:

         

        “Collateral
          Event” means
          that no Relevant Entity has credit ratings at least equal to the Approved
          Ratings Threshold.

         

        “Exposure”
          has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
          Schedule is deleted)” shall be inserted. 

         

        “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
          First Trigger Credit Support Amount” means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                    occurred and has been continuing (x) for at least 30 Local Business
                    Days
                    or (y) since this Annex was executed and (II) it is not the case
                    that a
                    Moody’s Second Trigger Ratings Event has occurred and been continuing
                    for
                    at least 30 Local Business Days, an amount equal to the greater
                    of (a)
                    zero and (b) the sum of (i) the Secured Party’s Exposure for such
                    Valuation Date and (ii) the sum, for each Transaction to which
                    this Annex
                    relates, of 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,
                    (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 

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II)   the
          Threshold for Party A such Valuation Date.

         

        “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 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 Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which it is the case that a Moody’s Second Trigger
                    Ratings Event has occurred and been continuing for at least 30
                    Local
                    Business Days, an amount equal to the greatest of (a) zero, (b)
                    the
                    aggregate amount of the Next Payments for all Next Payment Dates,
                    and (c)
                    the sum of (x) the Secured Party’s Exposure for such Valuation Date and
                    (y) the sum, for each Transaction to which this Annex relates,
                    of
                    

                


        

         

        (1)
          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

         

        (2)
          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; or 

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II)   the
          Threshold for Party A for such Valuation Date.

         

        “Moody’s
          Second 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 Second Trigger
          Valuation Percentage for such Eligible Collateral set forth in Paragraph
          13(b)(ii).

         

        “Next
          Payment”
          means,
          in respect of each Next Payment Date, the greater of (i) the amount of
          any
          payments due to be made by Party A under Section 2(a) on such Next Payment
          Date
          less any payments due to be made by Party B under Section 2(a) on such
          Next
          Payment Date (in each case, after giving effect to any applicable netting
          under
          Section 2(c)) and (ii) zero.

         

        “Next
          Payment Date”
          means
          each date on which the next scheduled payment under any Transaction is
          due to be
          paid.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        “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 at least equal to the
          S&P
          Approved Ratings Threshold.

         

        “S&P
          Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)
                    

                	
                  for
                    any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                    Event, has occurred and been continuing for at least 30 days,
                    or (ii) a
                    S&P 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 Volatility Buffer
                    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.

         

        “S&P
          Required Ratings Downgrade Event”
          means
          that on any date, no Relevant Entity has credit ratings at least equal
          to the
          S&P Required Ratings Threshold.

         

        “S&P
          Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the
          product of (A) the bid price obtained by the Valuation Agent for such Eligible
          Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
          set forth in paragraph 13(b)(ii).

         

        “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 First Trigger
          Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
          or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
          Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
          such Eligible Collateral or Posted Collateral, respectively, in each case
          as set
          forth in Paragraph 13(b)(ii).

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        “Value”
          shall
          mean, in respect of any date, the related S&P Value, the related Moody’s
          First Trigger Value, and the related Moody’s Second Trigger Value.

         

        “Volatility
          Buffer”
          means,
          for any Transaction, the related percentage set forth in the following
          table.


        

          
            	
                    The
                      higher of the S&P 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%

                  


          

        

        


         

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          of this page intentionally left blank]

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        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%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        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%

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        


        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%

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            Global
              No. N616746N

          

        
  

        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.

         

        
          	
                  Deutsche
                    Bank AG

                	
                  HSBC
                    Bank USA, National Association, not in its individual capacity,
                    but solely
                    as Class 2-A-1-6 Supplemental Interest Trust Trustee for the
                    Class 2-A-1-6
                    Supplemental Interest Trust with respect to MortgageIT
                    Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage
                    Pass-Through
                    Certificates

                
	 	 
	
                  By:
                    /s/ Maria Valdez

                   

                  Name:
                    Maria Valdez

                  Authorized
                    Signatory

                	
                  By:
                    /s/ Elena Zheng

                   

                  Assistant
                    Vice President

                  HSBC
                    Bank USA, N.A.

                
	 	 
	
                  By:
                    /s/ Chris Flanagan

                   

                  Name:
                    Chris Flanagan

                  Authorized
                    Signatory

                	 


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

         

      

      EXHIBIT
        L

        
        

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

       

      This
        Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
        and entered into as of May 31, 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 100 Witmer Road, Horsham, Pennsylvania 19044 (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 as amended from time to time to include subsequent mortgage loans
        (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 May 31, 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 to HSBC
        Bank
        USA, National Association, as trustee (the “Trustee”) for the holders of
        MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage
        Pass-Through Certificates (the “Certificateholders”) pursuant to the Pooling and
        Servicing Agreement, dated as of May 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 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;

              


      

       

      
        	 	
                (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.

              


      

       

      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;

              


      

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	 	
                (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 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:

       

      
        	 	
                (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;

              


      

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	 	
                (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 2007-1”; and

              


      

       

      
        	 	
                (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.

              


      

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      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 2007-1

      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 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


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      Account
        Name: SAS Clearing

      Account
        #: 3970771416

      For
        Further Credit to: 53151400

       

      Modification
        of the Servicing Agreement

       

      7. Company
        and Assignor hereby amend the Servicing Agreement with respect to the Assigned
        Loans as follows:

       

      (a) The
        following definitions are added to Section 1.01 of the Servicing
        Agreement:

       

      Cut-off
        Date:
        May 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.

       

      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.

       

      Pooling
        and Servicing Agreement:
        the
        Pooling and Servicing Agreement, dated as of May 1, 2007, among the Depositor,
        Wells Fargo Bank, National Association as a servicer, the Master Servicer,
        the
        Securities Administrator and the Trustee.

       

      Report
        Remittance Date:
        Shall
        have the meaning assigned thereto in Section 3.02 of this
        Agreement.

       

      Securities
        Administrator:
        Wells
        Fargo Bank, N.A., or any successor thereto. 

       

      Servicing
        Fee Rate:
        A
        weighted average rate of 0.333% per annum.

       

      Trustee:
        HSBC
        Bank USA, National Association, or any successor thereto.

       

      (b) The
        definition of “Business Day” in Section 1.01 of the Servicing Agreement is
        hereby amended by inserting the phrase “Maryland and Minnesota” immediately
        following the word “Connecticut”.

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (c) 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.

       

      (d) 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.

       

      (e) 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.

       

      (f) 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.

       

      (g) 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.

       

      (h) 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.

       

      (i) The
        definition of “Servicing Fee” in Section 1.01 of the Servicing Agreement is
        hereby deleted in its entirety and replaced by the following:

       

      Servicing
        Fee:
        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.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      (j) The
        definition of “Servicing Transfer Date” in Section 1.01 of the Servicing
        Agreement is hereby deleted in its entirety and replaced by the
        following:

       

      Servicing
        Transfer Date:
        July 1,
        2007. 

       

      (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.”

       

      (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;

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      (x)
        to
        reimburse the Servicer for any Monthly Advance previously made which the
        Servicer has determined to be a Nonrecoverable Monthly Advance;

       

      (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 (xii)
        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.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      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
        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.”

       

      (r) 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, 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.

       

      (s) Section
        4.03 of the Servicing Agreement is hereby amended by deleting the last sentence
        of the first paragraph.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      (t) 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.”

       

      (u) 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,”.

       

      (v) 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”.

       

      (w) 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”.

       

      (x) 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”.

       

      (y) 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.”

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      (z) Section
        6.01(a) of the Servicing Agreement is hereby deleted in its
        entirety.

       

      (aa) 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.

      


      (bb) 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. Prepayment
        Penalty Verification.

       

      From
        and
        after the Closing Date with respect to the Assigned Loans, for each month
        in
        which the Company is servicing the Assigned Loans, on or prior to each
        Determination Date, Company shall provide in an electronic format acceptable
        to
        the Master Servicer the data necessary for the Master Servicer to perform
        its
        verification duties agreed to by the Master Servicer and the Assignee. The
        Master Servicer or a third party reasonably acceptable to the Master Servicer
        and the Assignee (the “Verification Agent”) will perform such verification
        duties and will use its best efforts to issue its findings in a report (the
        “Verification Report”) delivered to the Master Servicer and the Assignee within
        ten (10) Business Days following the related Remittance Date; provided, however,
        that if the Verification Agent is unable to issue the Verification Report
        within
        ten (10) Business Days following the Remittance Date, the Verification Agent
        may
        issue and deliver to the Master Servicer and the Assignee the Verification
        Report upon the completion of its verification duties. The Master Servicer
        shall
        forward the Verification Report to the Company and shall notify the Company
        if
        the Master Servicer has determined that the Company did not deliver the
        appropriate Prepayment Charges to the Master Servicer in accordance with
        this
        AAR Agreement. Such written notification from the Master Servicer shall include
        the loan number, prepayment penalty code and prepayment penalty amount as
        calculated by the Master Servicer or the Verification Agent, as applicable,
        of
        each Assigned Loan for which there is a discrepancy. If the Company agrees
        with
        the verified amounts, the Company shall adjust the immediately succeeding
        remittance report and the amount remitted to the Master Servicer with respect
        to
        prepayments accordingly. If the Company disagrees with the determination
        of the
        Master Servicer, the Company shall, within five (5) Business Days of its
        receipt
        of the Verification Report, notify the Master Servicer of such disagreement
        and
        provide the Master Servicer with detailed information to support the Company’s
        position. The Company and the Master Servicer shall cooperate to resolve
        any
        discrepancy on or prior to the immediately succeeding Remittance Date, and
        the
        Company will indicate the effect of such resolution on the related remittance
        report and shall adjust the amount remitted with respect to prepayments on
        such
        Remittance Date accordingly.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      During
        such time as the Company and the Master Servicer are resolving discrepancies
        with respect to the Prepayment Charges, no payments in respect of any disputed
        Prepayment Charges will be remitted to the related distribution account
        established under the Pooling and Servicing Agreement and the Master Servicer
        shall not be obligated to remit such payments, unless otherwise required
        pursuant to the Pooling and Servicing Agreement. In connection with such
        duties,
        the Master Servicer shall be able to rely solely on the information provided
        to
        it by the Company in accordance with this Section. The Master Servicer shall
        not
        be responsible for verifying the accuracy of any of the information provided
        to
        it by the Company.

       

      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.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      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.

       

      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

      100
        Witmer Road

      Horsham,
        Pennsylvania 19044

      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:
        [ ]

       

      d. In
        the
        case of the Master Servicer,

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      Attention:
        Client Manager - MHL 2007-1

      Telecopier:
        (410) 715-2380

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      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.

       

      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]



      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      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/ Rika Yano

      Name:
        Rika Yano

      Title:
        Vice President

      


      By:
        /s/ Susan Valenti

      Name:
        Susan Valenti

      Title:
        Director

      


      MORTGAGEIT
        SECURITIES CORP.

      Assignee

      


      By:
        /s/ Doug W. Naidus

      Name: 
        Doug W. Naidus

      Title:
        President

      


      By:
        /s/ Bob Gula

      Name:
        Bob
        Gula

      Title:
        Chief Financial Officer

      


      GMAC
        MORTGAGE, LLC

      Company

      


      By:
        /s/ Wesley B. Howard

      Name:
        Wesley B. Howard

      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

       



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ATTACHMENT
        2

      


      SERVICING
        AGREEMENT

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      EXHIBIT
        M

       

      FORM
        OF
        SUBSEQUENT TRANSFER FOR INSTRUMENT

       

      Pursuant
        to this Subsequent Transfer Instrument, dated ________, 2007 (the “Instrument”),
        between MortgageIT Securities Corp. as seller (the “Depositor”), and HSBC Bank
        USA, National Association as trustee of the MortgageIT Securities Corp. Mortgage
        Loan Trust, Series 2007-1, Mortgage Pass-Through Certificates, as purchaser
        (the
“Trustee”), and pursuant to the Pooling and Servicing Agreement, dated as of
        May 1, 2007 (the “Pooling and Servicing Agreement”), among the Depositor,
        Wells Fargo Bank, N.A. as a servicer, Wells Fargo Bank, N.A. as Master Servicer
        and Securities Administrator and the Trustee, the Depositor and the Trustee
        agree to the sale by the Depositor and the purchase by the Trustee in trust,
        on
        behalf of the Trust, of the Mortgage Loans listed on the attached Schedule
        of
        Mortgage Loans (the “Subsequent Mortgage Loans”).

       

      Capitalized
        terms used but not otherwise defined herein shall have the meanings set forth
        in
        the Pooling and Servicing Agreement.

       

      Section
        1. Conveyance
        of Subsequent Mortgage Loans.

       

      (a) The
        Depositor does hereby sell, transfer, assign, set over and convey to the
        Trustee
        in trust, on behalf of the Trust, without recourse, all of its right, title
        and
        interest in and to the Subsequent Mortgage Loans, and including all amounts
        due
        on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date,
        and
        all items with respect to the Subsequent Mortgage Loans to be delivered pursuant
        to Section 2.01 of the Pooling and Servicing Agreement; provided, however
        that
        the Depositor reserves and retains all right, title and interest in and to
        amounts due on the Subsequent Mortgage Loans on or prior to the related
        Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery
        of
        this Agreement, has delivered or caused to be delivered to the Trustee each
        item
        set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer
        to the Trustee by the Depositor of the Subsequent Mortgage Loans identified
        on
        the Mortgage Loan Schedule shall be absolute and is intended by the Depositor,
        the Trustee and the Certificateholders to constitute and to be treated as
        a sale
        by the Depositor to the Trust Fund.

       

      (b) The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey to the Trustee without recourse
        for the benefit of the Certificateholders all the right, title and interest
        of
        the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement,
        dated the date hereof, between the Depositor as purchaser and DB Structured
        Products, Inc. as seller, to the extent of the Subsequent Mortgage
        Loans.

       

      (c) Additional
        terms of the sale are set forth on Attachment A hereto.

       

      Section
        2. Representations
        and Warranties; Conditions Precedent.

       

      (a) The
        Depositor hereby confirms that each of the conditions and the representations
        and warranties set forth in Section 2.09 of the Pooling and Servicing Agreement
        are satisfied as of the date hereof.

       


      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      


      (b) All
        terms
        and conditions of the Pooling and Servicing Agreement are hereby ratified
        and
        confirmed; provided, however, that in the event of any conflict, the provisions
        of this Instrument shall control over the conflicting provisions of the Pooling
        and Servicing Agreement.

       

      Section
        3. Recordation
        of Instrument.

       

      To
        the
        extent permitted by applicable law, this Instrument, or a memorandum thereof
        if
        permitted under applicable law, is subject to recordation in all appropriate
        public offices for real property records in all of 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
        Certificateholders’ expense on direction of the related Certificateholders, but
        only when accompanied by an Opinion of Counsel to the effect that such
        recordation materially and beneficially affects the interests of the
        Certificateholders or is necessary for the administration or servicing of
        the
        Mortgage Loans.

       

      Section
        4. Governing
        Law.

       

      This
        Instrument 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 giving effect to principles
        of
        conflicts of law. The parties hereto intend that the provisions of Section
        5-1401 of the New York General Obligations Law shall apply to this
        Instrument.

       

      Section
        5. Counterparts.

       

      This
        Instrument 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 instrument.

       

      Section
        6. Successors
        and Assigns.

       

      This
        Instrument shall inure to the benefit of and be binding upon the Depositor
        and
        the Trustee and their respective successors and assigns.

       


      
        
          
          

        

        
          M-2

          
            

          

        

        
          
          

        

      

       

      
        	 	
                MORTGAGEIT
                  SECURITIES CORP.

              
	 	 
	 	
                By:
                  ___________________________

                Name:

                Title:

                 

                By:
                  ___________________________     

                Name:

                Title:

              
	 	 
	 	
                HSBC
                  BANK USA, NATIONAL ASSOCIATION, as Trustee for MortgageIT Securities
                  Corp.
                  Mortgage Loan Trust, Series 2007-1, Mortgage Pass-Through
                  Certificates

              
	 	 
	 	
                By:
                  ___________________________

                Name:

                Title:

              


      

      Attachments

      A. Additional
        terms of sale.

      
        
          B. 
            Schedule
            of Subsequent Mortgage Loans.

        

      

       

      


      



      
        
          
          

        

        
          M-3

          
            

          

        

        
          
          

        

      



      EXHIBIT
        N

       

      FORM
        OF
        ADDITION NOTICE

       

      [Date]

       

      
        	
                HSBC
                  Bank USA, National Association 

                452
                  Fifth Avenue

                New
                  York, New York 10018

                Attention:
                  MortgageIT Securities Corp., 2007-1

              	 


      

       

      
        	 	
                Re:
                  

              	
                Pooling
                  and Servicing Agreement dated as of May 1, 2007 among MortgageIT
                  Securities Corp. as depositor, Wells Fargo Bank, N.A. as a servicer,
                  Wells
                  Fargo Bank, N.A. as Master Servicer and Securities Administrator
                  and HSBC
                  Bank USA, National Association as
                  trustee

              


      

       

      Ladies
        and Gentlemen:

       

      Pursuant
        to Section 2.09 of the referenced Pooling and Servicing Agreement, MortgageIT
        Securities Corp. has designated Subsequent Mortgage Loans to be sold to the
        Trust on __________, 2007, with an aggregate principal balance of $                        
        .
        Capitalized terms not otherwise defined herein have the meaning set forth
        in the
        Pooling and Servicing Agreement.

      


      Please
        acknowledge your receipt of this notice by countersigning the enclosed copy
        in
        the space indicated below and returning it to the attention of the
        undersigned.

       

      Very
        truly yours,

       

      MORTGAGEIT
        SECURITIES CORP.

       

      By:
        ______________________________

      Name:

      Title:

      


      


      By:
        _______________________________

      Name:

      Title:

      Acknowledged
        and Agreed:

       

      HSBC
        BANK
        USA, NATIONAL ASSOCIATION, as trustee

       

      By:
        ________________________________

      Name:

      Title:

      


      



      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        O


      


      INTEREST
        RATE FLOOR AGREEMENT

      


      

        
          	
                  DATE:

                	
                  May
                    31, 2007

                


        

         

        
          	
                  TO:

                	
                  HSBC
                    Bank USA, National Association, not in its individual capacity,
                    but solely
                    as Supplemental Interest Trust Trustee for the Supplemental Interest
                    Trust
                    with respect to MortgageIT Securities Corp. Mortgage Loan Trust,
                    Series
                    2007-1 Mortgage Pass-Through Certificates (“Party
                    B”)

                


        

        
          	
                  FROM:

                	
                  Swiss
                    Re Financial Products
                    Corporation

                


        

        


        
          	
                  SUBJECT:

                	
                  Fixed
                    Income Derivatives Confirmation 

                


        

         

        REFERENCE
          NUMBER: SRFP
          Ref: 1513214

         

        The
          purpose of this long-form confirmation (“Confirmation”)
          is to
          confirm the terms and conditions of the current Transaction entered into
          on the
          Trade Date specified below (the “Transaction”)
          between
          Swiss Re Financial Products Corporation (“Party
          A”) and
          HSBC
          Bank USA, National Association, not in its individual capacity, but solely
          as
          Supplemental Interest Trust Trustee for the Supplemental Interest Trust
          with
          respect to the MortgageIT
          Securities Corp. Mortgage Loan Trust, Series 2007-1 Mortgage Pass-Through
          Certificates (“Party
          B”).
          Reference is made hereby to the Pooling and Servicing Agreement, dated
          as of May
          1, 2007, among MortgageIT Securities Corp. as Depositor, Wells Fargo Bank,
          National Association as Servicer, Master Servicer and Securities Administrator
          and HSBC Bank USA, National Association as Trustee (the “Pooling
          and Servicing Agreement”).
          This
          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.
          This
          Confirmation constitutes a “Confirmation”
          and also
          constitutes a “Schedule”
          as
          referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
          Support
          Annex to the Schedule. 

        


        
          	
                  1.

                	
                  This
                    Confirmation 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 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. In the
                    event of
                    any inconsistency among any of the following documents, the relevant
                    document first listed shall govern: (i) this Confirmation, exclusive
                    of
                    the provisions set forth in Item 3 hereof and Annex A hereto;
                    (ii) the
                    provisions set forth in Item 3 hereof, which are incorporated
                    by reference
                    into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                    and (v) the ISDA Master Agreement.

                


        

         

        Each
          reference herein to a “Section” 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 provisions herein
          deemed incorporated in a 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.

         

        
          	
                  2.

                	
                  The
                    terms of the particular Transaction to which this Confirmation
                    relates are
                    as follows:

                


        

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	 	
                  Type
                    of Transaction:

                	
                  Interest
                    Rate Floor

                


        

         

        
          	 	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the lesser of (x) USD 1,244,870,145.28
                    and (y) the aggregate principal balance of the Mortgage Loans
                    at the
                    beginning of the Due Period in which the related Calculation
                    Period begins
                    (determined for this purpose without regard to any adjustment
                    of the
                    Calculation Period or Due Period relating to business days).
                    The aggregate
                    principal balance of the Mortgage Loans shall be published on
                    the monthly
                    statement to certificateholders on the internet website
                    https://www.ctslink.com. If such report does not appear on the
                    internet
                    website referenced above, the aggregate principal balance of
                    the Mortgage
                    Loans can be obtained by contacting the trustee's investor relations
                    desk
                    at (866) 846-4526.

                


        

        


        
          	 	
                  Trade
                    Date:

                	
                  May
                    30, 2007

                


        

         

        
          	 	
                  Effective
                    Date:

                	
                  June
                    25, 2007

                


        

         

        
          	 	
                  Termination
                    Date:

                	
                  October
                    25, 2008, subject to adjustment in accordance with the Following
                    Business
                    Day Convention.

                


        

         

        Fixed
          Amounts:

         

        
          	 	
                  Fixed
                    Rate Payer:

                	
                  Deutsche
                    Bank Structured Products Inc.

                


        

         

        
          	 	
                  Fixed
                    Amount:

                	
                  USD
                    2,085,000

                


        

         

        Fixed
          Rate Payer

        
          	 	
                  Payment
                    Date:

                	
                  May
                    31, 2007

                


        

         

        
          
            Floating
              Amounts:
 

        

        
          	 	
                  Floating
                    Rate Payer:

                	
                  Party
                    A

                


        

         

        
          	 	
                  Floor
                    Rate:

                	
                  5.00%
                    

                


        

         

        Floating
          Rate Payer

        
          	 	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    July 25, 2007, and ending on the Termination Date subject to
                    adjustment in
                    accordance with the Following 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 prior to each Period End Date, commencing
                    on July 24,
                    2007.

                


        

         

        
          	 	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA

                


        

         

         

        
          
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              NUMBER: 1513214

            
            

          

          
            Page
              2

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  Designated
                    Maturity:

                	
                  One
                    month

                


        

         

        Floating
          Rate Day 

        
          	 	
                  Count
                    Fraction:

                	
                  Act/360

                


        

         

        
          	 	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation
                    Period.

                


        

         

        
          	 	
                  Compounding:

                	
                  Inapplicable

                


        

         

        
          	 	
                  Business
                    Days:

                	
                  New
                    York 

                


        

         

        
          	 	
                  Calculation
                    Agent:

                	
                  Party
                    A

                


        

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              3

            
              

            

          

          
            
            

          

        


        
          	
                  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 Required
                    Ratings
                    Downgrade Event has occurred and been continuing for 30 or more
                    Local
                    Business Days and (B) such failure is not remedied on or before
                    the third
                    Local Business Day after notice of such failure is given to Party
                    A.

                


        

         

        
          	 	
                  (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) of the Credit
                    Support Annex; 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 Required Ratings Downgrade Event
                    has
                    occurred and been continuing for 30 or more Local Business Days
                    and (B)
                    such failure is not remedied on or before the third Local Business
                    Day
                    after notice of such failure is given to Party
                    A.

                


        

         

        
          	 	
                  (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.

                


        

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              4

            
              

            

          

          
            
            

          

        


        
          	 	
                  (vi)

                	
                  The
                    “Cross
                    Default”
                    provisions of Section 5(a)(vi) will apply to Party A and will
                    not apply to
                    Party B. For purposes of Section 5(a)(vi), solely with respect
                    to Party
                    A:

                


        

         

        “Specified
          Indebtedness” will have the meaning specified in Section 14, except that such
          term shall not include insurance contracts entered into in the ordinary
          course
          of Party A’s Credit Support Provider’s insurance business.

         

        “Threshold
          Amount” means with respect to Party A an amount equal to three percent (3%) of
          the Shareholders’ Equity of Party A’s Credit Support Provider. 

         

        “Shareholders’
          Equity” means with respect to an entity, at any time, the sum (as shown in the
          most recent annual audited financial statements of such entity) of (i)
          its
          capital stock (including preferred stock) outstanding, taken at par value,
          (ii)
          its capital surplus and (iii) its retained earnings, minus (iv) treasury
          stock,
          each to be 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 except that the provisions of Section 5(a)(vii)(2), (6)
                    (to the
                    extent that such provisions refer to any appointment contemplated
                    or
                    effected by the Pooling and Servicing Agreement or any appointment
                    to
                    which Party B has not become subject), (7) and (9) will not apply
                    to Party
                    B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                    is
                    hereby amended by adding after the words “against it” the words
                    “(excluding any proceeding or petition instituted or presented
                    by Party A
                    or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                    deleting the words “to (7) inclusive” and inserting in lieu thereof “,
                    (3), (4) as amended, (5), or (6) as
                    amended”.

                


        

         

        
          	 	
                  (viii)

                	
                  The
                    “Merger
                    Without Assumption”
                    provisions of Section 5(a)(viii) will apply to Party A and will
                    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.
                    

                


        

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              5

            
              

            

          

          
            
            

          

        


        
          	 	
                  (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.

                


        

         

        
          	
                  (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, in the event 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 a Reference Market-maker that is 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 Reference Market-maker 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
          at the written direction of the Depositor) equal to: 

         

        
          	 	
                  (a)

                	
                  If
                    a Market Quotation for the relevant Terminated Transaction or
                    group of
                    Terminated Transactions is accepted by Party B at
                    the written direction of the Depositor
                    so
                    as to become legally binding on or before the day falling ten
                    Local
                    Business Days after the day on which the Early Termination Date
                    is
                    designated, or such later day as Party B at
                    the written direction of the Depositor
                    may specify in writing to Party A, but in either case no later
                    than one
                    Local Business Day prior to the Early Termination Date (such
                    day, the
                    “Latest Settlement Amount Determination Day”), the Termination Currency
                    Equivalent of the amount (whether positive or negative) of such
                    Market
                    Quotation; 

                


        

         


        
          
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            Page
              6

            
              

            

          

          
            
            

          

        


        
          	 	
                  (b)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, no Market
                    Quotation for
                    the relevant Terminated Transaction or group of Terminated Transactions
                    has been accepted by Party B at
                    the written direction of the Depositor
                    so
                    as to become legally binding and one or more Market Quotations
                    from
                    Approved Replacements have
                    been made and remain capable of becoming legally binding upon
                    acceptance,
                    the Settlement Amount shall equal the Termination Currency Equivalent
                    of
                    the amount (whether positive or negative) of the lowest of such
                    Market
                    Quotations (for the avoidance of doubt, the lowest of such Market
                    Quotations shall be the lowest Market Quotation of
                    such Market Quotations
                    expressed as a positive number or, if any of such Market Quotations
                    is
                    expressed as a negative number, the Market Quotation expressed
                    as a
                    negative number with the largest absolute value);
                    or

                


        

         

        
          	 	
                  (c)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, 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 remains capable of becoming
                    legally
                    binding upon acceptance, the Settlement Amount shall equal 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 at
                    the written direction of the Depositor
                    requests Party A in writing to obtain Market Quotations, Party
                    A shall use
                    its reasonable efforts to do so before the Latest Settlement
                    Amount
                    Determination Day.

                


        

         

        
          	 	
                  (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-off against any amount payable
          by
          Party B under the immediately preceding clause (I).”

         

        
          	 	
                  (E)

                	
                  At
                    any time on or before the Latest Settlement Amount Determination
                    Day at
                    which two or more Market Quotations from Approved Replacements
                    remain
                    capable of becoming legally binding upon acceptance, Party B
                    shall be
                    entitled to accept only the lowest of such Market Quotations
                    (for the
                    avoidance of doubt, the lowest of such Market Quotations shall
                    be the
                    lowest Market Quotation of such Market Quotations expressed as
                    a positive
                    number or, if any of such Market Quotations is expressed as a
                    negative
                    number, the Market Quotation expressed as a negative number with
                    the
                    largest absolute value).

                


        

         


        
          
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            Page
              7

            
              

            

          

          
            
            

          

        


        
          	 	
                  (F)

                	
                  Notwithstanding
                    the provisions of this Part 5(f), nothing in this Agreement shall
                    preclude
                    Party A from obtaining Market
                    Quotations.

                


        

         

        
          	 	
                  (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). 

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              8

            
              

            

          

          
            
            

          

        


        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):

         

        None.

         

        (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):

                


        

         

        Party
          A
          represents that it is a corporation organized under the laws of the State
          of
          Delaware.

         

        
          	 	
                  (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. 

         

         

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              9

            
              

            

          

          
            
            

          

        


        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-9 including applicable attachments (or any successor
                    thereto) 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 including
                    applicable attachments (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)
                    promptly upon the reasonable demand by Party A, (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.

                


        

        


        



        
          
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            Page
              10

            
              

            

          

          
            
            

          

        


        (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, this 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, this 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, this 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’s Credit Support Provider 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’s Credit Support Provider is
                    organized

                	
                  Promptly
                    upon becoming publicly available

                	
                  Yes

                
	
                  Party
                    A

                	
                  Semi
                    Annual Financial Statements of Party A’s Credit Support Provider
                    containing unaudited, consolidated financial statements of Party
                    A’s
                    Credit Support Provider’s Interim Report prepared in accordance with
                    generally accepted accounting principles in the country in which
                    Party A’s
                    Credit Support Provider is organized

                	
                  Promptly
                    upon becoming publicly available

                	
                  Yes

                
	
                  Party
                    A

                	
                  A
                    guarantee of Swiss Reinsurance Company 

                	
                  Upon
                    the execution and delivery of this Agreement

                	
                  No

                
	
                  Party
                    A

                	
                  An
                    opinion of counsel to Party A’s Guarantor 

                	
                  Upon
                    the execution and delivery of this Agreement

                	
                  No

                
	
                  Party
                    B

                	
                  Pooling
                    and Servicing Agreement

                	
                  Promptly
                    upon becoming publicly available

                	
                  No

                


        

        



        
          
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              NUMBER: 1513214

            
            

          

          
            Page
              11

            
              

            

          

          
            
            

          

        


        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:

         

        Address:   
          Swiss Re Financial Products Corporation

        55
          East 52nd Street

        New
          York, New York 10055

        Attention:
          Head of Operations

        Facsimile
          No. (917) 322-7201

         

        (For
          all purposes)

         

        With
          a copy to:     Swiss Re Financial Products
          Corporation

        55
          East 52nd Street

        New
          York, New York 10055

        Attention:
          Legal Department

        Facsimile
          No.: (212) 317-5474

         

        Address
          for notices or communications to Party B:

         

        Address:   
          HSBC
          BANK USA, National Association 

        CTLA
          - Structured Finance

        452
          Fifth Avenue

        New
          York, NY  10018

        Attention:   Susie
          Moy

        Tel:  212-525-1362

         

        with
          a copy to:

        



        
          
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              12

            
              

            

          

          
            
            

          

        


        Address:               
          Wells
          Fargo Bank, N.A.

        9062
          Old Annapolis Road

        Columbia,
          Maryland 21045 

        Attention:  
          Client
          Manager MortgageIT, Series 2007-1

        Tel:  410-884-2000

        Fax:  410-715-2380

        


        (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;
                    neither
                    Party A nor Party B has any Offices other than as set forth in
                    the Notices
                    Section. 

                


        

         

        
          	
                  (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 third party, reasonably
                    acceptable to Party A, the cost for which shall be borne by Party
                    A.

                


        

         

        (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, 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.
                    The parties agree that subparagraph (ii) of Section 2(c) will
                    apply to
                    each Transaction hereunder. 

                


        

         


        
          
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                  (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).

                


        

         

         


        
          
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        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.

                


        

         

        (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 regarding the Transaction (whether written or oral), 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.

                


        

         


        
          
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                  (2)

                	
                  Evaluation
                    and Understanding. (i) It has the capacity to evaluate (internally
                    or
                    through independent professional advice) the 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 by (i) deleting the words
“or if a Tax
                    Event Upon Merger occurs and the Burdened Party is the Affected
                    Party,”
                    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 1 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)

                	
                  First
                    Rating Trigger Collateral.
                    If
                    (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                    occurred and been continuing for 30 or more Local Business Days
                    and (B)
                    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, 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. 

                


        

         


        
          
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              16

            
              

            

          

          
            
            

          

        


        
          	 	
                  (ii)

                	
                  Second
                    Rating Trigger Replacement.
                    If
                    (A) a Required Ratings Downgrade Event has occurred and been
                    continuing
                    for 30 or more Local Business Days and (B) (i) at least one Eligible
                    Replacement has made a Firm Offer to be the transferee of all
                    of Party A’s
                    rights and obligations under this Agreement (and such Firm Offer
                    remains
                    an offer that will become legally binding upon such Eligible
                    Replacement
                    upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                    has made
                    a Firm Offer to provide an Eligible Guarantee (and such Firm
                    Offer remains
                    an offer that will become legally binding upon such Eligible
                    Guarantor
                    immediately upon acceptance by the offeree), 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. 

                


        

         

        
          	 	
                  (iii)

                	
                  Reserved. 

                


        

         

        
          	 	
                  (iv)

                	
                  Provision
                    of Information Required by Regulation AB. Party
                    A shall fail to comply with the provisions of Part 5(e) upon
                    the
                    occurrence of a Swap Disclosure Event. For all purposes of this
                    Agreement,
                    Party A shall be the sole Affected Party with respect to such
                    Additional
                    Termination Event.

                


        

         

        
          	 	
                  (v)

                	
                  Optional
                    Termination of the Securitization.
                    If, at any time, the Terminator purchases the Mortgage Loans
                    pursuant to
                    Section 9.01 of the Pooling and Servicing Agreement, then an
                    Additional
                    Termination Event shall have occurred and Party B shall be the
                    sole
                    Affected Party with respect thereto; provided, however, that
                    notwithstanding Section 6(b)(iv) of the Master Agreement, only
                    Party B
                    shall have the right to designate an Early Termination Date in
                    respect of
                    this Additional Termination Event; provided, further, that the
                    Early
                    Termination Date shall not be prior to the Optional Termination
                    Date.

                


        

         

        
          	
                  (d)

                	
                  Required
                    Ratings Downgrade Event. In
                    the event that a “Required
                    Ratings Downgrade Event”
                    shall occur and be continuing, then Party A shall, as soon as
                    reasonably
                    practicable, at its own expense, using commercially reasonable
                    efforts,
                    procure either (A) a Permitted Transfer or (B) an Eligible Guarantee
                    from
                    an Eligible Guarantor. 

                


        

         

        
          	
                  (e)
                    

                	
                  Compliance
                    with Regulation AB. (i)
                    For purposes of Item 1115 of Subpart 229.1100 - Asset Backed
                    Securities
                    (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”)
                    under the Securities Act of 1933, as amended, and the Securities
                    Exchange
                    Act of 1934, as amended (the “Exchange Act”), as amended and interpreted
                    by the Securities and Exchange Commission and its staff, if the
                    Depositor
                    or Party B makes a determination, acting reasonably and in good
                    faith,
                    that (x) the applicable “significance percentage” with respect to this
                    Agreement has been reached, and (y) it has a reporting obligation
                    under
                    the Exchange Act (a “Swap Disclosure Event”), then Party A shall (or shall
                    cause its Credit Support Provider to), within ten (10) calendar
                    days after
                    notice to that effect, at its sole expense, take one of the following
                    actions: (1) provide (including, if permitted by Regulation AB,
                    provision
                    by reference to reports filed pursuant to the Exchange Act or
                    otherwise
                    publicly available information): (A) the financial data required
                    by Item
                    301 of Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1);
                    (B) financial statements meeting the requirements of Regulation
                    S-X (17
                    C.F.R. §§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05
                    and Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01
                    through
                    210.11-03)), pursuant to Item 1115(b)(2); or (C) such other financial
                    information as may at the time be required or permitted to be
                    provided in
                    satisfaction of the requirements of Item 1115(b), together with
                    accountants consents and/or a procedure letter relating thereto;
                    or (2)
                    secure by Permitted Transfer an Approved Replacement that is
                    able to
                    comply with the requirements of Item 1115(b) of Regulation AB
                    to replace
                    Party A as party to this Agreement, on substantially similar
                    terms, the
                    debt rating of which entity (or credit support provider therefor)
                    meets or
                    exceeds the applicable requirements of the applicable Rating
                    Agencies.

                


        

         


        
          
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        (ii)
          For
          so long as the aggregate significance percentage is 10% or more, Party
          A shall
          (or shall cause its Credit Support Provider to) provide any updates to
          the
          information provided pursuant to clause (i)(1) above to the Depositor within
          five (5) Business Days following availability thereof (but in no event
          more than
          45 days after the end of each of Party A’s Credit Support Provider’s fiscal half
          for any half-year update, and in no event more than 90 days after the end
          of
          each of Party A’s Credit Support Provider’s fiscal year for any annual
          update).

         

        (iii)
          All
          information provided pursuant to clauses (i)(1) and (ii) above (all such
          information, “Swap Financial Disclosure”) shall be in a form suitable for
          conversion to the format required for filing by the Depositor with the
          Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
          In
          addition, any such information, if audited, shall be accompanied by any
          necessary auditor’s consents or, if such information is unaudited, shall be
          accompanied by an appropriate agreed-upon procedures letter from Party
          A’s
          accountants. If permitted by Regulation AB, any such information may be
          provided
          by reference to or incorporation by reference from reports filed pursuant
          to the
          Exchange Act.

         

        (iv)
          Third Party Beneficiary. The Depositor shall be an express third party
          beneficiary of this Agreement as if a party hereto to the extent of the
          Depositor’s rights explicitly specified in this Part 5(e).

         

        
          	
                  (f)

                	
                  Transfers. 

                


        

         

        (i)   Section
          7
          is hereby amended to read in its entirety as follows:

         

        “Except
          with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
          5(d),
          Part 5(e), or the succeeding sentence, neither Party A nor Party B is permitted
          to assign, novate or transfer (whether by way of security or otherwise)
          as a
          whole or in part any of its rights, obligations or interests under the
          Agreement
          or any Transaction unless (a) the prior written consent of the other party
          is
          obtained, and (b) the Rating Agency Condition with respect to S&P has been
          satisfied. At any time at which no Relevant Entity has credit ratings at
          least
          equal to the Approved Ratings Threshold, Party A may make a Permitted Transfer.”


         

        
          	 	
                  (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.
                    

                


        

         

        
          	
                  (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 Floor
                    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 Floor Trust and the proceeds thereof, should
                    be
                    insufficient to satisfy all claims outstanding and following
                    the
                    realization of the account held by the Floor 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. This provision
                    will
                    survive the termination of this
                    Agreement.

                


        

         


        
          
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                  (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 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 given 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 such amendment
                    satisfies the Rating Agency Condition with respect to
                    S&P.

                


        

         

        
          	
                  (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 created 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. 

                


        

         

           

         


        
          
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                  (n)

                	
                  Supplemental
                    Interest Trust Trustee Liability Limitations. It
                    is expressly understood and agreed by the parties hereto that
                    (a) this
                    Agreement is executed by HSBC Bank USA, National Association
                    (“HSBC”) not
                    in its individual capacity, but solely as Supplemental Interest
                    Trust
                    Trustee under the Pooling and Servicing Agreement in the exercise
                    of the
                    powers and authority conferred and vested in it thereunder; (b)
                    HSBC has
                    been directed by the Depositor pursuant to the Floor Administration
                    Agreement to enter into this Agreement and to perform its obligations
                    hereunder; (c) each of the representations, undertakings and
                    agreements
                    herein made on behalf of the Supplemental Interest Trust is made
                    and
                    intended not as personal representations of the Supplemental
                    Interest
                    Trust Trustee but is made and intended for the purpose of binding
                    only the
                    Supplemental Interest Trust; and (d) under no circumstances shall
                    HSBC in
                    its individual capacity be personally liable for 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 HSBC, may act as Party B’s
                    agent pursuant to the Pooling and Servicing Agreement to carry
                    out certain
                    functions on behalf of Party B in respect of this Confirmation,
                    and that
                    HSBC shall be entitled to give notices and to perform and satisfy
                    the
                    obligations of Party B hereunder on behalf of Party
                    B.

                


        

         

        
          	
                  (q)

                	
                  Escrow
                    Payments.
                    If
                    (whether by reason of the time difference between the cities
                    in which
                    payments are to be made or otherwise) it is not possible for
                    simultaneous
                    payments to be made on any date on which both parties are required
                    to make
                    payments hereunder, either Party may at its option and in its
                    sole
                    discretion notify the other Party that payments on that date
                    are to be
                    made in escrow. In this case deposit of the payment due earlier
                    on that
                    date shall be made by 2:00 pm (local time at the place for the
                    earlier
                    payment) on that date with an escrow agent selected by the notifying
                    party, accompanied by irrevocable payment instructions (i) to
                    release the
                    deposited payment to the intended recipient upon receipt by the
                    escrow
                    agent of the required deposit of any corresponding payment payable
                    by the
                    other party on the same date accompanied by irrevocable payment
                    instructions to the same effect or (ii) if the required deposit
                    of the
                    corresponding payment is not made on that same date, to return
                    the payment
                    deposited to the party that paid it into escrow. The party that
                    elects to
                    have payments made in escrow shall pay all costs of the escrow
                    arrangements.

                


        

         

        
          	
                  (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. 

                


        

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              20

            
              

            

          

          
            
            

          

        


        
          	
                  (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.

                


        

         

        
          	
                  (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 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:--

                


        

         

        
          	 	
                  (1)

                	
                  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 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.

                


        

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              21

            
              

            

          

          
            
            

          

        


        
          	
                  (x)

                	
                  Limitation
                    on Events of Default. Notwithstanding
                    the provisions of Sections 5 and 6, if at any time and so long
                    as Party B
                    has satisfied in full all its payment obligations under Section
                    2(a)(i)
                    and has at the time no future payment obligations, whether absolute
                    or
                    contingent, under such Section, then unless Party A is required
                    pursuant
                    to appropriate proceedings to return to Party B or otherwise
                    returns to
                    Party B upon demand of Party B any portion of any such payment,
                    (a) the
                    occurrence of an event described in Section 5(a) with respect
                    to Party
                    B
                    shall not constitute an Event of Default or Potential
                    Event of Default with respect to Party B as Defaulting Party
                    and (b) Party
                    A shall be entitled to designate an Early Termination Date pursuant
                    to
                    Section 6 only as a result of the occurrence of a Termination
                    Event set
                    forth in either Section 5(b)(i) or 5(b)(ii) with respect to Party A as the
                    Affected Party, or Section 5(b)(iii) with respect to Party A
                    as the
                    Burdened Party. For purposes of the Transaction to which this
                    Agreement
                    relates, Party B’s only obligation under Section 2(a)(i) is to pay the
                    Fixed Amount on the Fixed Amount Payer Payment
                    Date.

                


          	 	 


        

        (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 and the Moody’s First Trigger
          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.

         

        “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
          (for the avoidance of doubt, not limited to payment obligations) of Party
          A or
          an Eligible Replacement to Party B under this Agreement that is provided
          by an
          Eligible Guarantor as principal debtor rather than surety and that 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 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 Tax
          collected by withholding or
          (B)
          such guarantee provides that, in the event that any of such guarantor’s payments
          to Party B are subject to 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
          withholding been required.

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              22

            
              

            

          

          
            
            

          

        


        “Eligible
          Guarantor” means
          an
          entity that (A) has credit ratings from S&P at least equal to the S&P
          Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
          equal to the Moody’s Second Trigger Ratings Threshold provided, for the
          avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor
          with
          credit ratings below the Approved Ratings Threshold will not cause a Collateral
          Event (as defined in the Credit Support Annex) not to occur or
          continue.
          

         

        “Eligible
          Replacement” means an entity (i) that (a) has credit ratings from
          S&P at least equal to the S&P Approved Ratings Threshold and (b) has
          credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings
          Threshold, provided, for the avoidance of doubt, that an Eligible Replacement
          of
          an Eligible Guarantor with credit ratings below the Approved Ratings Threshold
          will not cause a Collateral Event (as defined in the Credit Support Annex)
          not
          to occur or continue or (ii) the present and future obligations (for the
          avoidance of doubt, not limited to payment obligations) of which entity
          to Party
          B under this Agreement are guaranteed pursuant to an Eligible Guarantee.
          

         

        “Firm
          Offer”
          means
          (A) with respect to an Eligible Replacement, a quotation from such 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, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
          Guarantor to provide an Eligible Guarantee that will become legally binding
          upon
          such Eligible Guarantor upon acceptance by the offeree.

         

        “Moody’s”
          means
          Moody’s Investors Service, Inc., or any successor thereto. 

         

        “Moody’s
          First Trigger Ratings 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 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 Ratings Event” means
          that no
          Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
          Second Trigger Ratings Threshold. 

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              23

            
              

            

          

          
            
            

          

        


        “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), Part 5(d),
          Part
          5(e), or the second sentence of Section 7 (as amended herein) to a transferee
          (the “Transferee”)
          of all,
          but not less than all, 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) pursuant
          to
          a written instrument (the “Transfer
          Agreement”),
          the
          Transferee acquires and assumes all rights and obligations of Party A under
          the
          Agreement and the relevant Transaction; (f) Party B shall have determined,
          in its sole discretion, acting in a commercially reasonable manner, that
          such
          Transfer Agreement is effective to transfer to the Transferee all, but
          not less
          than all, of Party A’s rights and obligations under the Agreement and all
          relevant Transactions; (g) 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); (h) either (A) Moody’s has been given
          prior written notice of such transfer and the Rating Agency Condition is
          satisfied with respect to S&P or (B) each
          Rating Agency has been given prior written notice of such transfer
          and such
          transfer is in connection with the assignment and assumption of this Agreement
          without modification of its terms, 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 (i)
          such transfer otherwise complies with the terms of the Pooling and Servicing
          Agreement.

        


        “Rating
          Agency” means,
          with respect to any date of determination, each of S&P and Moody’s, to the
          extent that each such rating agency is then providing a rating for any
          of the
          Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates,
          Series
          2007-6 (the “Certificates”)
          or any
          notes backed by the Certificates (the “Notes”).

        


        “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 acting or failing to act must consult with each of the specified
          Rating Agencies and receive from each such Rating Agency a 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.

        



        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              24

            
              

            

          

          
            
            

          

        


        “Relevant
          Entity” means
          Party A and, to the extent applicable, a guarantor under an Eligible
          Guarantee.

         

        “Replacement
          Transaction”
          means,
          with respect to any Terminated Transaction or group of Terminated Transactions,
          a transaction or group of transactions that (i) 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) by the parties under
          Section 2(a)(i) 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 (ii) has terms
          which
          are substantially the same as this Agreement, including, without limitation,
          rating triggers, Regulation AB compliance, and credit support documentation,
          save for the exclusion of provisions relating to Transactions that are
          not
          Terminated Transaction, as determined by Party B in its sole discretion,
          acting
          in a commercially reasonable manner.

         

        “Required
          Ratings Downgrade Event” means that no Relevant Entity has credit
          ratings from a Rating Agency at least equal to the Required Ratings Threshold
          for that Rating Agency.

         

        “Required
          Ratings Threshold” means
          each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
          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 Event” means
          an
          event which is deemed to occur with respect to Party A on any day on which
          no
          Relevant Entity has current credit ratings from S&P at least equal to the
          S&P Approved Ratings Threshold.

         

        “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 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+”.

         

        “S&P
          Required Ratings Event”
          means an
          event which is deemed to occur with respect to Party A on any day on which
          no
          Relevant Entity has current credit ratings from S&P at least equal to the
          S&P Required Ratings Threshold. 

         

        “S&P
          Required Ratings Threshold”
          means a
          long-term unsecured and unsubordinated debt rating or counterparty rating
          from
          S&P of “BBB+”. 

         

         

        [Remainder
          of this page intentionally left blank.]

         


        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              25

            
              

            

          

          
            
            

          

        


        4. Account
          Details and Settlement Information:  

           


          
            	
                    Payments
                      to Party A:

                  	
                    JPMorgan
                      Chase Bank

                  
	 	
                    ABA#
                      021000021

                  
	 	
                    SWIFT:
                      CHASUS33

                  
	 	
                    Account
                      of: Swiss Re Financial Products

                  
	 	
                    Account
                      No.: 066-911184

                  
	
                     

                  	 
	
                    Payments
                      to Party B:

                  	
                    Wells
                      Fargo Bank, N.A.

                  
	 	
                    ABA
                      # 121000248

                  
	 	
                    Account
                      Name: SAS Clearing

                  
	 	
                    Account
                      # 3970771416

                  
	 	
                    FFC
                      to: MortgageIT 2007-1, Acct #
                      53151408

                  


          

          
          

        

        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.

        



        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              26

            
              

            

          

          
            
            

          

        



        


        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,

        


        SWISS
          RE
          FINANCIAL PRODUCTS CORPORATION

         

        By: 
          /s/ Linda H. Singer

        Name:
          Linda H. Singer

        Title:
          Director

        


        


        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 in its individual capacity, but solely as
          Supplemental Interest Trust Trustee for the Supplemental Interest Trust
          with
          respect to MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1
          Mortgage Pass-Through Certificates

        
           

          By: 
            /s/ Elena Zheng

          Name:
            Elena Zheng

          Title:
            Assistant Vice President

        

        


        


        


        



        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              27

            
              

            

          

          
            
            

          

        


        Annex
          A

        


        Paragraph
          13 of the Credit Support Annex

        



        
          
            REFERENCE
              NUMBER: 1513214

            
            

          

          
            Page
              28

            
              

            

          

          
            
            

          

        

        
 

      

      


      
        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of May 31, 2007, between

        Swiss
          Re
          Financial Products Corporation (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        and

        HSBC
          Bank
          USA, National Association, not in its individual capacity, but solely as
          Supplemental Interest Trust Trustee for the Supplemental Interest Trust
          with
          respect to MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1
          Mortgage Pass-Through Certificates (“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 May 31, 2007, between
          Party A
          and Party B, Reference Number SRFP reference # 1513214

        
        

        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) as amended (I) by
                    deleting the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” and inserting in lieu thereof the words “not later than
                    the close of business on each Valuation Date” and (II) by deleting in its
                    entirety 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.” and inserting in lieu thereof
                    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 First Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                    Valuation Date of all Posted Credit Support held by the Secured
                    Party,
                    and

                


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        
          	 	
                  (3)

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                    such Valuation Date of all Posted Credit Support held by the
                    Secured
                    Party.

                


        

         

        
          	 	
                  (B)

                	
                  “Return
                    Amount”
                    has the meaning specified in Paragraph 3(b) as amended by deleting
                    in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                    thereof 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 First Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	 	
                  (3)

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s Second Trigger Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	 	
                  (C)

                	
                  “Credit
                    Support Amount”
                    of
                    Paragraph 3 shall not apply. For purposes of calculating any
                    Delivery
                    Amount or Return Amount pursuant to Paragraphs 13(b)(i)(A) or
                    13(b)(i)(B)
                    above for any Valuation Date, reference shall be made to the
                    S&P
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                    the Moody’s Second Trigger Credit Support Amount, in each case for such
                    Valuation Date.

                


        

         

        
          	 	
                  (ii)

                	
                  Eligible
                    Collateral.
                    

                


        

         

        On
          any
          date, the items set forth on the schedule of Eligible Collateral attached
          as
          Schedule A hereto will qualify as “Eligible
          Collateral”
(for
          the avoidance of doubt, all Eligible Collateral to be denominated in
          USD):

         

        
          	 	
                  (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)

                	
                  “Threshold”
                    means, with respect to Party A and any Valuation Date, zero if
                    (i) a
                    Collateral Event has occurred and has been continuing (x) for
                    at least 30
                    days or (y) since this Annex was executed, or (ii) a Required
                    Ratings
                    Downgrade Event has occurred and is continuing; otherwise,
                    infinity.

                


        

         

          “Threshold”
          means,
          with respect to Party B and any Valuation Date, infinity.

         


        
          
            
            

          

          
            Page
              2

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        
          	 	
                  (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 and note principal
                    balance
                    of Certificates and Notes rated by S&P ceases to be more 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
                    (A) the first Local Business Day in each week on which any of
                    the S&P
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount or
                    the Moody’s Second Trigger Credit Support Amount is greater than zero,
                    and
                    (B), if no Relevant Entity has a long-term unsubordinated and
                    unsecured
                    debt rating of at least BBB+ from S&P, also the last Local Business
                    Day in each calendar month.

                


        

         

        
          	 	
                  (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.
                    

                


        

         

        
          	 	
                  (v)

                	
                  External
                    Verification.
                    Notwithstanding anything to the contrary in the definitions of
                    Valuation
                    Agent or Valuation Date, at any time at which Party A (or, to
                    the extent
                    applicable, its Credit Support Provider) does not have a long-term
                    unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                    the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                    the S&P Value of Posted Credit Support on each Valuation Date based
                    on
                    internal marks and (B) verify such calculations with external
                    marks
                    monthly by obtaining on the last Local Business Day of each calendar
                    month
                    two external marks for each Transaction to which this Annex relates
                    and
                    for all Posted Credit Support; such verification of the Secured
                    Party’s
                    Exposure shall be based on the higher of the two external marks.
                    Each
                    external mark in respect of a Transaction shall be obtained from
                    an
                    independent Reference Market-maker that would be eligible and
                    willing to
                    enter into such Transaction in the absence of the current derivative
                    provider, provided that an external mark may not be obtained
                    from the same
                    Reference Market-maker more than four times in any 12-month period.
                    The
                    Valuation Agent shall obtain these external marks directly or
                    through an
                    independent third party, in either case at no cost to Party B.
                    The
                    Valuation Agent shall calculate on each Valuation Date (for purposes
                    of
                    this paragraph, the last Local Business Day in each calendar
                    month
                    referred to above shall be considered a Valuation Date) the Secured
                    Party’s Exposure based on the greater of the Valuation Agent’s internal
                    marks and the external marks received. If the S&P Value on any such
                    Valuation Date of all Posted Credit Support then held by the
                    Secured Party
                    is less than the S&P Credit Support Amount on such Valuation Date (in
                    each case as determined pursuant to this paragraph), Party A
                    shall, within
                    three Local Business Days of such Valuation Date, Transfer to
                    the Secured
                    Party Eligible Credit Support having an S&P Value as of the date of
                    Transfer at least equal to such deficiency.


                


        

         


        
          
            
            

          

          
            Page
              3

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        
          	 	
                  (vi)

                	
                  Notice
                    to S&P.
                    At
                    any time at which Party A (or, to the extent applicable, its
                    Credit
                    Support Provider) does not have a long-term unsubordinated and
                    unsecured
                    debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                    provide to S&P not later than the Notification Time on the Local
                    Business Day following each Valuation Date its calculations of
                    the Secured
                    Party’s Exposure and the S&P Value of any Eligible Credit Support or
                    Posted Credit Support for that Valuation Date. The Valuation
                    Agent shall
                    also provide to S&P any external marks received pursuant to the
                    preceding paragraph.

                


        

         

        
          	
                  (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, the Moody’s First
                    Trigger Value, and the Moody’s Second Trigger Value, on any date, of
                    Eligible Collateral other than Cash will be calculated as follows:
                    

                


        

         

        For
          Eligible Collateral in the form of securities 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.

         

        
          	 	
                  (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 Supplemental Interest
          Trust Trustee or (B) any entity other than the entity then serving as
          Supplemental Interest Trust Trustee if such other entity (or, to the extent
          applicable, its parent company or credit support provider) shall then have
          a
          short-term unsecured and unsubordinated debt rating from S&P of at least
“A-1.”

         


        
          
            
            

          

          
            Page
              4

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        Initially,
          the Custodian
          for
          Party B is: The Supplemental Interest Trust Trustee.

         

        
          	 	
                  (ii)

                	
                  Use
                    of Posted Collateral. The
                    provisions of Paragraph 6(c)(i) will not apply to Party B, but
                    the
                    provisions of Paragraph 6(c)(ii) will apply to Party B.
                    

                


        

         

        
          	
                  (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 (as
                    defined, for the purposes of this Paragraph 13(h)(i), in the
                    Pooling and
                    Servicing Agreement)
                    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 and
                    is continuing
                    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.


                


        

         

        
          	 	
                  (iii)

                	
                  Alternative
                    to Interest Amount.
                    The provisions of Paragraph 6(d)(ii) will
                    apply.

                


        

         

        
          	
                  (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: Same as Party B

         

        
          	
                  (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:     JPMorgan
          Chase Bank

        SWIFT:
          CHASUS33

        Account
          of:  Swiss
          Re
          Financial Products

        Account
          No.:  066-911184
          

        ABA#:  021000021


        
          
            
            

          

          
            Page
              5

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        

         

        Party
          B’s
          Custodian account details: 

        


        Wells
          Fargo Bank, N.A.

        ABA
          #
          121000248

        Account
          Name: SAS Clearing

        Account
          #
          3970771416

        FFC
          to:
          MortgageIT 2007-1, Acct # 53151409

        


        
          	
                  (m)

                	
                  Other
                    Provisions.

                


        

         

        
          	 	
                  (i)

                	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, which shall
                    be an
                    Eligible Account (as such term is defined in the Pooling and
                    Servicing
                    Agreement), 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 First Trigger Value,
                    Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                    deleting the words “a Value” and inserting in lieu thereof “an S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                    (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                    Paragraph 5 (flush language) is hereby amended by deleting the
                    word
                    “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                    Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                    language) is hereby amended by deleting the word “Value” and inserting in
                    lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                    Second Trigger 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 First Trigger Value, or Moody’s Second Trigger
                    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 First Trigger Value, or Moody’s
                    Second Trigger Value” and (2) deleting the second instance of the words
                    “the Value” and inserting in lieu thereof “such disputed S&P Value,
                    Moody’s First Trigger Value, or Moody’s Second Trigger 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 First Trigger Value, and Moody’s Second Trigger 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
                    Required Ratings Downgrade Event has occurred and been continuing
                    for 30
                    or more Local Business Days, and (B) such failure is not remedied
                    on or
                    before the third Local Business Day after notice of such failure
                    is given
                    to Party A.

                


        

         


        
          
            
            

          

          
            Page
              6

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        
          	 	
                  (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 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)

                	
                  Reserved.
                    

                


        

         

        (ix)   Additional
          Definitions.
          As used
          in this Annex:

         

        “Collateral
          Event” means
          that no Relevant Entity has credit ratings at least equal to the Approved
          Ratings Threshold. 

         

        “DV01”
          means,
          with respect to a Transaction and any date of determination, the estimated
          change in the Secured Party’s Transaction Exposure with respect to such
          Transaction that would result from a one basis point change in the relevant
          swap
          curve on such date, as determined by the Valuation Agent in good faith
          and in a
          commercially reasonable manner. The Valuation Agent shall, upon request
          of Party
          B, provide to Party B a statement showing in reasonable detail such
          calculation.

         

        “Exposure”
          has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
          Schedule is deleted)” shall be inserted. 

         

        “Local
          Business Day”
means,
          for the 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
          First Trigger Credit Support Amount” means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                    occurred and has been continuing (x) for at least 30 Local Business
                    Days
                    or (y), since this Annex was executed and (II) it is not the
                    case that a
                    Moody’s Second Trigger Ratings Event has occurred and been continuing
                    for
                    at least 30 Local Business Days, an amount equal to the greater
                    of (a)
                    zero and (b) the sum of (i) the Secured Party’s Exposure for such
                    Valuation Date and (ii) the sum, for each Transaction to which
                    this Annex
                    relates, of 

                


        

         

        the
          least
          of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01 for
          such Transaction and such Valuation Date and (y) the product of (i) Moody’s
          First Trigger Notional Amount Multiplier, (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 which includes such Valuation Date;
          and (z)
          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) and the Notional Amount
          for such
          Transaction for the Calculation Period which includes such Valuation Date;
          or


         


        
          
            
            

          

          
            Page
              7

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II)   the
          Threshold for Party A for such Valuation Date.

         

        “Moody’s
          First Trigger DV01 Multiplier”
          means
          25.

         

        “Moody’s
          First Trigger Value”
          means,
          on any Valuation Date with respect to any Eligible Collateral other than
          Cash,
          the product of 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
          First Trigger Notional Amount Multiplier”
          means
          4%.

         

        “Moody’s
          Second Trigger Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of:

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which it is the case that a Moody’s Second Trigger
                    Ratings Event has occurred and been continuing for at least 30
                    Local
                    Business Days, an amount equal to the greatest of (a) zero, (b)
                    the
                    aggregate amount of the next payment due to be paid by Party
                    A under each
                    Transaction to which this Annex relates, and (c) the sum of (x)
                    the
                    Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                    Transaction to which this Annex relates, of


                


        

         

        (1)   if
          such Transaction
          is not a Transaction-Specific Hedge, 

         

        [the
          lesser of (i) the product of the Moody’s Second Trigger DV01 Multiplier and DV01
          for such Transaction and such Valuation Date and (ii) the product of (1)
          the
          Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor, if any,
          for such Transaction, or, if no Scale Factor is applicable for such Transaction,
          one, and (3) the Notional Amount for such Transaction for the Calculation
          Period
          which includes such Valuation Date;  

         

        [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 which includes such Valuation
          Date;
          or

         

        (2)    if
          such
          Transaction is a Transaction-Specific Hedge, 

         

        [the
          lesser of (i) the product of the Moody’s Second Trigger Transaction-Specific
          Hedge DV01 Multiplier and DV01 for such Transaction and such date and (ii)
          the
          product (1) of the Moody’s Second Trigger Transaction-Specific Hedge Notional
          Amount Multiplier, (2) the Scale Factor, if any, for such Transaction,
          or, if no
          Scale Factor is applicable for such Transaction, one, and (3) the Notional
          Amount for such Transaction for the Calculation Period which includes such
          Valuation Date; 

         


        
          
            
            

          

          
            Page
              8

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        [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 which includes such Valuation Date;
          or


         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II) the
          Threshold for Party A for such Valuation Date.

         

        “Moody’s
          Second Trigger DV01 Multiplier”
          means
          60.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge DV01
          Multiplier”
          means
          75.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier”
          means
          11%.

         

        “Moody’s
          Second Trigger Value”
          means,
          on any Valuation Date with respect to any Eligible Collateral other than
          Cash,
          the product of the bid price obtained by the Valuation Agent multiplied
          by the
          Moody’s Second Trigger Valuation Percentage for such Eligible Collateral set
          forth in Paragraph 13(b)(ii).

         

        “Moody’s
          Second Trigger Notional Amount Multiplier”
          means
          9%.

         

        “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.

         

        “S&P
          Approved Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Approved Ratings Threshold.

         

        “S&P
          Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of:

         

        
          	 	
                  (I)

                	
                  (A)
                    

                	
                  for
                    any Valuation Date on which (i) a S&P Approved Ratings Event has
                    occurred and is continuing for at least 30 days or (ii) a S&P 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 Volatility Buffer 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
                    which
                    includes such Valuation Date, or 

                


        

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        (II)   the
          Threshold for Party A for such Valuation Date.

         


        
          
            
            

          

          
            Page
              9

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        “S&P
          Required Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Required Ratings Threshold.

         

        “S&P
          Value”
          means,
          on any Valuation Date with respect to any Eligible Collateral other than
          Cash,
          the product of the (A) the bid price obtained by the Valuation Agent for
          such
          Eligible Collateral and (B) the S&P Valuation Percentage for such Eligible
          Collateral set forth in paragraph 13(b)(ii).

         

        “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 an interest rate cap, interest rate floor or interest
          rate
          swaption, or an interest rate swap if (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 otherwise is not a specific dollar
          amount
          that is fixed at the inception of the Transaction.

         

        “Valuation
          Percentage”
          shall
          mean, for purposes of determining the S&P Value, the Moody’s First Trigger
          Value, or the Moody’s Second Trigger Value with respect to any Eligible
          Collateral or Posted Collateral, the applicable S&P Valuation Percentage,
          Moody’s First Trigger Valuation Percentage, or Moody’s Second Trigger 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
          First Trigger Value, and the related Moody’s Second Trigger Value.

         

        “Volatility
          Buffer”
          means,
          for any Transaction, the related percentage set forth in the following
          table.


        

          
            	
                    The
                      higher of the S&P credit rating of (i) Party A and (ii) the Credit
                      Support Provider of Party A, if applicable

                  	
                    Remaining
                      Weighted Average Maturity 

                    up
                      to 3 years

                  	
                    Remaining
                      Weighted Average Maturity

                    up
                      to 5 years

                  	
                    Remaining
                      Weighted Average Maturity

                    up
                      to 10 years

                  	
                    Remaining
                      Weighted Average Maturity

                    up
                      to 30 years

                  
	
                    At
                      least “A-2”

                  	
                    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%

                  


          

        

        


         


        
          
            
            

          

          
            Page
              10

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        Table
          1

         

        Moody’s
          First Trigger Factor

        (weekly
          valuation)

         

        
          	
                  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%

                


        

        



        
          
            
            

          

          
            Page
              11

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        Table
          2

         

        (Reserved)

         


        
          
            
            

          

          
            Page
              12

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        Table
          3

         

        Moody’s
          Second Trigger Factor for Transaction-Specific Hedges

        (weekly
          valuation)


         

        
          	
                  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%

                


        

        


         


        
          
            
            

          

          
            Page
              13

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.

         

        
          	
                  Swiss
                    Re Financial Products Corporation

                	
                  HSBC
                    Bank USA, National Association, not in its individual capacity,
                    but solely
                    as Supplemental Interest Trust Trustee for the Supplemental Interest
                    Trust
                    with respect to MortgageIT Securities Corp. Mortgage Loan Trust,
                    Series
                    2007-1 Mortgage Pass-Through Certificates 

                
	 	 
	
                  By: 
                    /s/ Linda H. Singer

                  Name:
                    Linda H. Singer

                  Title:
                    Director

                  Date:
                    May 31, 2007

                	
                  By: 
                    /s/ Elena Zheng

                  Name:
                    Elena Zheng

                  Title:
                    Assistant Vice President

                  Date:
                    May 31, 2007

                


        

        


         


        
          
            
            

          

          
            Page
              14

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        


        SCHEDULE
          A
          to ¶13(b)(ii)

         

        ELIGIBLE
          COLLATERAL and VALUATION PERCENTAGES

        (weekly
          valuation)

         

        
          	
                  ISDA
                    Collateral Asset Definition
                    (ICAD) Code 

                	
                  Remaining
                    Maturity in Years

                	
                  S&P

                  Valuation
                    

                  Percentage

                	
                  Moody’s

                  First
                    Trigger Valuation
                    Percentage

                	
                  Moody’s

                  Second
                    Trigger

                  Valuation

                  Percentage

                
	 	 	 	 	 
	
                  (A)    US-CASH

                	
                  N/A

                	
                  100%

                	
                  100%

                	
                  100%

                
	
                   

                  (B)      
                    US-TBILL

                  US-TNOTE

                  US-TBOND

                  (USDollar
                    Fixed Rate in all cases)

                	 	 	 	 
	 	
                  1
                    or less

                	
                  98.6%

                	
                  100%

                	
                  100%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  97.3%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  95.8%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  93.8%

                	
                  100%

                	
                  97%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  91.4%

                	
                  100%

                	
                  95%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  90.3%

                	
                  100%

                	
                  94%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  86.9%

                	
                  100%

                	
                  89%

                
	 	
                  More
                    than 20

                	
                  84.6%

                	
                  100%

                	
                  87%

                
	
                  (C)      
                    US-GNMA

                  US-FNMA

                  US-FHLMC

                  (USDollar
                    Fixed Rate in all cases)

                	 	 	 	 
	 	
                  1
                    or less

                	
                  98.0%

                	
                  100%

                	
                  99%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  96.8%

                	
                  100%

                	
                  98%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  96.3%

                	
                  100%

                	
                  97%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  92.5%

                	
                  100%

                	
                  96%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  90.3%

                	
                  100%

                	
                  94%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  86.9%

                	
                  100%

                	
                  93%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  81.6%

                	
                  100%

                	
                  88%

                
	 	
                  More
                    than 20

                	
                  77.9%

                	
                  100%

                	
                  86%

                
	
                  Other
                    items not listed above

                  (1) 

                	 	
                  0%

                	
                  0%

                	
                  0%

                


        

         

        The
          ISDA Collateral Asset Definition (ICAD) Codes used in this Schedule A are
          taken
          from the Collateral Asset Definitions (First Edition - June 2003) as published
          and copyrighted in 2003 by the International Swaps and Derivatives Association,
          Inc.


        
          
            
            

          

          
            Page
              15

            
              

            

          

          
            
            

            REFERENCE
              NUMBER: 1513214

          

        

         

      

      SCHEDULE
        1

      


      MORTGAGE
        LOAN SCHEDULE

      


      [PROVIDED
        UPON REQUEST]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      SCHEDULE
        2

      


      PREPAYMENT
        CHARGE SCHEDULE

      


      [PROVIDED
        UPON REQUEST]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      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 Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO 

                	
                  2

                
	
                  ACTION_CODE

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                
	
                  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]