efc7-1942_ex41.htm


    Exhibit
      4.1

    

 

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.,

    Depositor

     

    


     

     

    UBS
      REAL
      ESTATE SECURITIES INC.,

    Transferor

     

    


     

     

    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer, Trust Administrator and Custodian


     

     

    


     

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    Trustee

    


     

     

    _____________________________________________

     

    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of June 1, 2007

    _____________________________________________

     

    


     

     

    STARM
      MORTGAGE LOAN TRUST 2007-3

    


     

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, Series 2007-3

     

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    
      	
              ARTICLE
                I DEFINITIONS

            	
              9

            
	 	 	 
	
              Section
                1.01.

            	
              Definitions.

            	
              9

            
	
              Section
                1.02.

            	
              Certain
                Calculations.

            	
              45

            
	 	 
	
              ARTICLE
                II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                WARRANTIES

            	
              45

            
	 	 	 
	
              Section
                2.01.

            	
              Conveyance
                of Mortgage Loans.

            	
              45

            
	
              Section
                2.02.

            	
              Acceptance
                by Trustee of the Mortgage Loans.

            	
              49

            
	
              Section
                2.03.

            	
              Remedies
                for Breaches of Representations and Warranties.

            	
              51

            
	
              Section
                2.04.

            	
              Representations
                and Warranties of the Depositor as to the Mortgage
                Loans.

            	
              53

            
	
              Section
                2.05.

            	
              [Reserved].

            	
              54

            
	
              Section
                2.06.

            	
              Execution
                and Delivery of Certificates.

            	
              54

            
	
              Section
                2.07.

            	
              REMIC
                Matters.

            	
              54

            
	
              Section
                2.08.

            	
              Covenants
                of the Master Servicer.

            	
              54

            
	
              Section
                2.09.

            	
              Representations
                and Warranties of the Master Servicer.

            	
              54

            
	
              Section
                2.10.

            	
              Representations
                and Warranties of the Custodian.

            	
              56

            
	 	 
	
              ARTICLE
                III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS

            	
              57

            
	 	 	 
	
              Section
                3.01.

            	
              Master
                Servicing of Mortgage Loans.

            	
              57

            
	
              Section
                3.02.

            	
              Monitoring
                of Servicer.

            	
              58

            
	
              Section
                3.03.

            	
              [Reserved].

            	
              60

            
	
              Section
                3.04.

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

            	
              60

            
	
              Section
                3.05.

            	
              Trustee
                to Act as Master Servicer.

            	
              60

            
	
              Section
                3.06.

            	
              Protected
                Accounts.

            	
              61

            
	
              Section
                3.07.

            	
              Collection
                of Mortgage Loan Payments; Collection Account; Distribution
                Account.

            	
              61

            
	
              Section
                3.08.

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

            	
              65

            
	
              Section
                3.09.

            	
              Access
                to Certain Documentation and Information Regarding the Mortgage
                Loans.

            	
              65

            
	
              Section
                3.10.

            	
              Permitted
                Withdrawals from the Collection Account and Distribution
                Account.

            	
              65

            
	
              Section
                3.11.

            	
              Maintenance
                of Hazard Insurance; Maintenance of Primary Insurance
                Policies.

            	
              67

            
	
              Section
                3.12.

            	
              Presentment
                of Claims and Collection of Proceeds.

            	
              68

            
	
              Section
                3.13.

            	
              Maintenance
                of the Primary Insurance Policies.

            	
              68

            
	
              Section
                3.14.

            	
              Realization
                upon Defaulted Mortgage Loans.

            	
              69

            
	
              Section
                3.15.

            	
              REO
                Property.

            	
              69

            


    

    



    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                3.16.

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            	
              70

            
	
              Section
                3.17.

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            	
              70

            
	
              Section
                3.18.

            	
              Documents,
                Records and Funds in Possession of Master Servicer and Custodian
                to Be
                Held for the Trustee.

            	
              71

            
	
              Section
                3.19.

            	
              Master
                Servicing Compensation.

            	
              71

            
	
              Section
                3.20.

            	
              Access
                to Certain Documentation.

            	
              72

            
	
              Section
                3.21.

            	
              Annual
                Statement as to Compliance.

            	
              72

            
	
              Section
                3.22.

            	
              Report
                on Assessment of Compliance and Attestation.

            	
              73

            
	
              Section
                3.23.

            	
              Errors
                and Omissions Insurance; Fidelity Bonds.

            	
              76

            
	
              Section
                3.24.

            	
              Master
                Servicer to Remit Prepayment Penalties to the
                Transferor.

            	
              78

            
	 	 
	
              ARTICLE
                IV DISTRIBUTIONS AND SERVICING ADVANCES

            	
              76

            
	 	 	 
	
              Section
                4.01.

            	
              Advances.

            	
              76

            
	
              Section
                4.02.

            	
              Priorities
                of Distribution.

            	
              77

            
	
              Section
                4.03.

            	
              Allocation
                of Realized Losses.

            	
              83

            
	
              Section
                4.04.

            	
              Distribution
                Date Statements to Certificateholders.

            	
              86

            
	 	 
	
              ARTICLE
                V THE CERTIFICATES

            	
              88

            
	 	 	 
	
              Section
                5.01.

            	
              The
                Certificates.

            	
              88

            
	
              Section
                5.02.

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            	
              89

            
	
              Section
                5.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	
              94

            
	
              Section
                5.04.

            	
              Persons
                Deemed Owners.

            	
              95

            
	
              Section
                5.05.

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            	
              95

            
	
              Section
                5.06.

            	
              Maintenance
                of Office or Agency.

            	
              95

            
	
              Section
                5.07.

            	
              Deposit
                of Uncertificated REMIC Interests.

            	
              95

            
	 	 
	
              ARTICLE
                VI THE DEPOSITOR, THE MASTER SERVICER AND THE CUSTODIAN

            	
              96

            
	 	 	 
	
              Section
                6.01.

            	
              Respective
                Liabilities of the Depositor, the Master Servicer and the
                Custodian.

            	
              96

            
	
              Section
                6.02.

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

            	
              96

            
	
              Section
                6.03.

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

            	
              96

            
	
              Section
                6.04.

            	
              Limitation
                on Resignation of Master Servicer.

            	
              97

            
	
              Section
                6.05.

            	
              Sale
                and Assignment of Master Servicing Rights.

            	
              97

            
	
              Section
                6.06.

            	
              Fees
                of the Custodian.

            	
              98

            
	 	 
	
              ARTICLE
                VII DEFAULT

            	
              98

            
	 	 	 
	
              Section
                7.01.

            	
              Events
                of Default.

            	
              98

            
	
              Section
                7.02.

            	
              Trustee
                to Act; Appointment of Successor.

            	
              100

            
	
              Section
                7.03.

            	
              Notification
                to Certificateholders.

            	
              102

            


    

    



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    


    
      	
              ARTICLE
                VIII CONCERNING THE TRUSTEE

            	
              102

            
	 	 	 
	
              Section
                8.01.

            	
              Duties
                of Trustee.

            	
              102

            
	
              Section
                8.02.

            	
              Certain
                Matters Affecting the Trustee.

            	
              103

            
	
              Section
                8.03.

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            	
              105

            
	
              Section
                8.04.

            	
              Trustee
                May Own Certificates.

            	
              105

            
	
              Section
                8.05.

            	
              Trustee’s
                Fees and Expenses.

            	
              105

            
	
              Section
                8.06.

            	
              Eligibility
                Requirements for Trustee.

            	
              106

            
	
              Section
                8.07.

            	
              Resignation
                and Removal of Trustee.

            	
              106

            
	
              Section
                8.08.

            	
              Successor
                Trustee.

            	
              107

            
	
              Section
                8.09.

            	
              Merger
                or Consolidation of Trustee.

            	
              108

            
	
              Section
                8.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	
              108

            
	 	 
	
              ARTICLE
                IX CONCERNING THE TRUST ADMINISTRATOR AND THE MASTER
                SERVICER

            	
              109

            
	 	 	 
	
              Section
                9.01.

            	
              Duties
                of Trust Administrator.

            	
              109

            
	
              Section
                9.02.

            	
              Certain
                Matters Affecting the Trust Administrator.

            	
              110

            
	
              Section
                9.03.

            	
              Trust
                Administrator Not Liable for Certificates or Mortgage
                Loans.

            	
              112

            
	
              Section
                9.04.

            	
              Trust
                Administrator May Own Certificates.

            	
              112

            
	
              Section
                9.05.

            	
              Trust
                Administrator’s Fees and Expenses.

            	
              113

            
	
              Section
                9.06.

            	
              Eligibility
                Requirements for Trust Administrator.

            	
              113

            
	
              Section
                9.07.

            	
              Resignation
                and Removal of Trust Administrator.

            	
              114

            
	
              Section
                9.08.

            	
              Successor
                Trust Administrator.

            	
              115

            
	
              Section
                9.09.

            	
              Merger
                or Consolidation of Trust Administrator.

            	
              116

            
	
              Section
                9.10.

            	
              [Reserved].

            	
              116

            
	
              Section
                9.11.

            	
              Tax
                Matters.

            	
              116

            
	
              Section
                9.12.

            	
              Periodic
                Filings.

            	
              119

            
	 	 
	
              ARTICLE
                X TERMINATION

            	
              127

            
	 	 	 
	
              Section
                10.01.

            	
              Termination
                upon Liquidation or Purchase of All Mortgage Loans.

            	
              127

            
	
              Section
                10.02.

            	
              Final
                Distribution on the Certificates.

            	
              128

            
	
              Section
                10.03.

            	
              Additional
                Termination Requirements.

            	
              129

            
	 	 
	
              ARTICLE
                XI MISCELLANEOUS PROVISIONS

            	
              130

            
	 	 	 
	
              Section
                11.01.

            	
              Amendment.

            	
              130

            
	
              Section
                11.02.

            	
              Recordation
                of Agreement; Counterparts.

            	
              132

            
	
              Section
                11.03.

            	
              Governing
                Law.

            	
              133

            
	
              Section
                11.04.

            	
              Intention
                of Parties.

            	
              133

            
	
              Section
                11.05.

            	
              Notices.

            	
              133

            
	
              Section
                11.06.

            	
              Severability
                of Provisions.

            	
              134

            
	
              Section
                11.07.

            	
              Assignment.

            	
              134

            
	
              Section
                11.08.

            	
              Limitation
                on Rights of Certificateholders.

            	
              135

            
	
              Section
                11.09.

            	
              Inspection
                and Audit Rights.

            	
              136

            


    

    



    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                11.10.

            	
              Certificates
                Nonassessable and Fully Paid.

            	
              136

            
	
              Section
                11.11.

            	
              Compliance
                With Regulation AB.

            	
              136

            


    

    


    


     

    
      	
              SCHEDULES

            
	
              Schedule
                I

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                II

            	
              Representations
                and Warranties as to the Mortgage Loans

            
	
              EXHIBITS

            
	
              Exhibit
                A:

            	
              [Reserved]

            
	
              Exhibit
                B

            	
              [Reserved]

            
	
              Exhibit
                C

            	
              Form
                of Class A-R Certificate

            
	
              Exhibit
                D:

            	
              Form
                of Class B Certificate

            
	
              Exhibit
                E:

            	
              Form
                of Senior Certificate

            
	
              Exhibit
                F:

            	
              Form
                of Reverse of Certificates

            
	
              Exhibit
                G:

            	
              Form
                of Initial Certification of Custodian

            
	
              Exhibit
                H:

            	
              Form
                of Final Certification of Custodian

            
	
              Exhibit
                I:

            	
              Form
                of Transfer Affidavit

            
	
              Exhibit
                J:

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                K:

            	
              Form
                of Investment Letter (Non Rule 144A)

            
	
              Exhibit
                L:

            	
              Form
                of Rule 144A Letter

            
	
              Exhibit
                M:

            	
              Form
                of Request for Release

            
	
              Exhibit
                N:

            	
              Form
                of Sarbanes-Oxley Certification

            
	
              Exhibit
                O:

            	
              [Reserved]

            
	
              Exhibit
                P:

            	
              [Reserved]

            
	
              Exhibit
                Q:

            	
              Form
                of Assessment of Compliance

            
	
              Exhibit
                R:

            	
              [Reserved]

            
	
              Exhibit
                S:

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                T:

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                U:

            	
              Additional
                Form 10-K Disclosure

            
	
              Exhibit
                V:

            	
              Form
                8-K Disclosure Information

            
	
              Exhibit
                W:

            	
              [Reserved]

            
	
              Exhibit
                X:

            	
              Assessments
                of Compliance and Attestation Reports Servicing
                Criteria

            


    

    


     


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    THIS
      POOLING AND SERVICING AGREEMENT, dated as of June 1, 2007, among MORTGAGE ASSET
      SECURITIZATION TRANSACTIONS, INC., a Delaware corporation, as depositor (the
      “Depositor”), UBS REAL ESTATE SECURITIES INC., a Delaware corporation, as
      transferor (the “Transferor”), WELLS FARGO BANK, N.A., a national banking
      association (“Wells Fargo”), as master servicer (in such capacity, the “Master
      Servicer”), as trust administrator (in such capacity, the “Trust Administrator”)
      and as custodian (in such capacity, the “Custodian”) and U.S. BANK NATIONAL
      ASSOCIATION, a national banking association, as trustee (in such capacity,
      the
“Trustee”).

     

    In
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    PRELIMINARY
      STATEMENT

     

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates. For federal income tax purposes, the Trust
      Fund
      will consist of three real estate mortgage investment conduits (each a “REMIC”
or, in the alternative, the “Sub-WAC REMIC,” the “Strip REMIC” and the “Master
      REMIC,” respectively).  Each Certificate, other than the
      Class A-LR and Class A-UR Certificates, will represent ownership of one or
      more regular interests in the Master REMIC for purposes of the REMIC Provisions.
      The Class A-LR Certificate will represent ownership of the sole class of
      residual interest in the Sub-WAC REMIC.  The Class A-UR
      Certificate will represent ownership of the sole class of residual interest
      in
      each of the Strip REMIC and the Master REMIC.  The Master REMIC will
      hold as assets the several classes of uncertificated Strip REMIC Interests
      (other than the ST-A-UR Interest).  The Strip REMIC will hold as
      assets the several classes of uncertificated Sub-WAC REMIC Interests (other
      than
      the SW-A-LR Interest).  The Sub-WAC REMIC will hold as assets all the
      property of the Trust Fund.  For federal income tax purposes, each
      Sub-WAC REMIC Interest, Strip REMIC Interest and Master REMIC Interest (except
      the SW-A-LR Interest, the ST-A-UR Interest and the A-UR Interest) is hereby
      designated as a regular interest in its issuing REMIC.  The latest
      possible maturity date of all REMIC regular interests created hereby shall
      be
      the Latest Possible Maturity Date.

     

    Sub
      WAC REMIC:

     

    The
      Sub-WAC REMIC Interests will have the initial balances, pass-through rates
      and
      corresponding Loan Groups (as designated in the fourth column of the table
      below, hereafter, the “Corresponding Loan Groups”) as set forth in the following
      table:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              The
                Sub-WAC REMIC Interests

            	
              Initial
                Principal Balance

            	
              Pass-Through
                Rate

            	
              Corresponding
                Loan Group

            
	
              SW-A-1

            	
              (1)

            	
              (2)

            	
              1

            
	
              SW-B-1

            	
              (1)

            	
              (2)

            	
              1

            
	
              SW-C-1

            	
              (1)

            	
              (2)

            	
              1

            
	
              SW-A-2

            	
              (1)

            	
              (2)

            	
              2

            
	
              SW-B-2

            	
              (1)

            	
              (2)

            	
              2

            
	
              SW-C-2

            	
              (1)

            	
              (2)

            	
              2

            
	
              SW-A-3

            	
              (1)

            	
              (2)

            	
              3

            
	
              SW-B-3

            	
              (1)

            	
              (2)

            	
              3

            
	
              SW-C-3

            	
              (1)

            	
              (2)

            	
              3

            
	
              SW-A-4

            	
              (1)

            	
              (2)

            	
              4

            
	
              SW-B-4

            	
              (1)

            	
              (2)

            	
              4

            
	
              SW-C-4

            	
              (1)

            	
              (2)

            	
              4

            
	
              SW-A-LR

            	
              $50
                (3)

            	
              (3)

            	
              N/A

            


    

    _______________

    
      	
              (1)

            	
              Each
                Class A Sub-WAC REMIC Interest will have an initial Certificate Principal
                Balance equal to 0.9% of the Subordinate Portion of its Corresponding
                Loan
                Group.  Each Class B Sub-WAC REMIC Interest will have an initial
                Certificate Principal Balance equal to 0.1% of the Subordinate Portion
                of
                its Corresponding Loan Group.  Each Class C Sub-WAC REMIC
                Interest will have an initial Certificate Principal Balance equal
                to the
                excess of the initial aggregate Stated Principal Balance of the Mortgage
                Loans in its Corresponding Loan Group over the initial aggregate
                principal
                balances of the Class A and Class B Sub-WAC REMIC Interests corresponding
                to such Loan Group.

            


    

    
      	
              (2)

            	
              This
                Sub-WAC REMIC Interest will have an interest rate equal to the Weighted
                Average Adjusted Net Mortgage Rate of the Mortgage Loans in the
                Corresponding Loan Group.

            


    

    
      	
              (3)

            	
              The
                Class SW-A-LR Interest is the sole class of residual interest in
                the
                Sub-WAC REMIC.  It pays interest at a a per annum rate equal to
                the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage
                Loans.  The Certificate Principal Balance of the SW-C-3 Strip
                REMIC Interest will be adjusted if necessary to reflect the Certificate
                Principal Balance of the SW-A-LR Strip REMIC
                Interest.

            


    

    


    On
      each
      Distribution Date, the interest funds and the principal distribution amounts
      of
      the Corresponding Loan Groups will be distributed with respect to the
      corresponding Sub-WAC REMIC Interests in the following manner:

     

    (1)  Interest.  Interest
      is to be distributed with respect to each Sub-WAC REMIC Interest at the rate,
      or
      according to the formulas, described above;

     

    (2)
      Principal, if no Cross-Over Situation Exists.  If no Cross-Over
      Situation exists with respect to any Class of Sub-WAC REMIC Interests,
      principal amounts arising with respect to each of Loan Group will be allocated:
      first to cause the Loan Group’s corresponding Class A and Class B Interests to
      equal, respectively, 0.9% of the Subordinate Portion of such Loan Group and
      0.1%
      of the Subordinate Portion of such Loan Group; and second to the Loan Group’s
      corresponding Class C Interest;

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    (3)
      Principal, if a Cross-Over Situation Exists.  If a Cross-Over
      Situation exists with respect to the Class A and Class B Interests:

     

    (a)
      If
      the Calculation Rate in respect of the outstanding Class A and Class B Interests
      is less than the Subordinate Pass-Through Rate, then Principal Relocation
      Payments will be made proportionately to the outstanding Class A Interests
      prior
      to any other principal distributions from each such Loan Group.

     

    (b)
      If
      the Calculation Rate in respect of the outstanding Class A and Class B Interests
      is greater than the Subordinate Pass-Through Rate, then Principal Relocation
      Payments will be made to the outstanding Class B Interests prior to any other
      principal distributions from each such Loan Group.

     

    In
      each
      case, Principal Relocation Payments will be made so as to cause the Calculation
      Rate in respect of the outstanding Class A and Class B Interests to equal the
      Subordinate Pass-Through Rate.  With respect to each Corresponding
      Loan Group, if (and to the extent that) the sum of (a) the principal payments
      received during the due period and (b) the realized losses, are insufficient
      to
      make the necessary reductions of principal on the Class A and Class B Interests,
      then interest will be added to the Loan Group’s Class C Interest.

     

    (c)
      Unless required to achieve the Calculation Rate, the outstanding aggregate
      Class
      A and Class B Interests for all Loan Groups will not be reduced below 1 percent
      of the excess of (i) the aggregate outstanding principal balances of all Loan
      Groups as of the end of any due period (reduced by principal prepayments
      received after the due period that are to to be distributed on the Disribution
      Date related to the due period) over (ii) the aggregate Certificate Principal
      Balance of the Senior Certificates for all Loan Groups as of the related
      Distribution Date (after taking into account distributions of principal on
      such
      Distribution Date).

     

    If
      (and
      to the extent that) the limitation in paragraph (c) prevents the distribution
      of
      principal to the corresponding Class A and Class B Interests of a Loan Group,
      and if the Loan Group’s Class C Interest has already been reduced to zero, then
      the excess principal from that Loan Group will be paid to the Class C Interests
      of the other Corresponding Loan Groups, the aggregate Class A and Class B
      Interests of which are less than 1% of the Subordinated Portion of such Loan
      Groups.  If the Loan Group corresponding to the Class C Interest that
      receives such payment has a Weighted Average Adjusted Net Mortgage Rate below
      the Weighted Average Adjusted Net Mortgage Rate of the Loan Group making the
      payment, then the payment will be treated by Sub-WAC REMIC as a Realized
      Loss.  Conversely, if a Loan Group corresponding to the Class
      C Interest that receives such payment has a Weighted Average Adjusted Net
      Mortgage Rate above the Weighted Average Adjusted Net Mortgage Rate of the
      Loan
      Group making the payment, then the payment will be treated by Sub-WAC REMIC
      as a
      reimbursement for prior Realized Losses.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    The
      following table specifies the class designation, interest rate, and principal
      amount for each class of Strip REMIC Interest:

     

    
      	
              Strip
                REMIC

              Interest

            	
              Initial
                Principal Balance

            	
              Interest
                Rate

            	
              Corresponding

              Certificates

            
	
              ST-1-A-1

            	
              $142,809,000.00

            	
              (1)

            	
              Class
                1-A-1

            
	
              ST-1-A-2

            	
              $5,564,000.00

            	
              (1)

            	
              Class
                1-A-2

            
	
              ST-2-A-1

            	
              $300,027,000.00

            	
              (2)

            	
              Class
                2-A-1

            
	
              ST-2-A-2

            	
              $11,690,000.00

            	
              (2)

            	
              Class
                2-A-2

            
	
              ST-3-A-1

            	
              $61,944,000.00

            	
              (3)

            	
              Class
                3-A-1

            
	
              ST-3-A-2

            	
              $2,414,000.00

            	
              (3)

            	
              Class
                3-A-2

            
	
              ST-4-A

            	
              $189,182,000.00

            	
              (4)

            	
              Class
                4-A

            
	
              ST-$50-UR

            	
              $50.00

            	
              (4)

            	
              Class
                A-UR

            
	
              ST-I-B-1

            	
              $8,992,000.00

            	
              (5)

            	
              Class
                I-B-1

            
	
              ST-I-B-2

            	
              $3,814,000.00

            	
              (5)

            	
              Class
                I-B-2

            
	
              ST-I-B-3

            	
              $2,180,000.00

            	
              (5)

            	
              Class
                I-B-3

            
	
              ST-I-B-4

            	
              $2,452,000.00

            	
              (5)

            	
              Class
                I-B-4

            
	
              ST-I-B-5

            	
              $1,907,000.00

            	
              (5)

            	
              Class
                I-B-5

            
	
              ST-I-B-6

            	
              $1,090,112.00

            	
              (5)

            	
              Class
                I-B-6

            
	
              ST-II-B-1

            	
              $3,962,000.00

            	
              (6)

            	
              Class
                II-B-1

            
	
              ST-II-B-2

            	
              $1,584,000.00

            	
              (6)

            	
              Class
                II-B-2

            
	
              ST-II-B-3

            	
              $991,000.00

            	
              (6)

            	
              Class
                II-B-3

            
	
              ST-II-B-4

            	
              $1,089,000.00

            	
              (6)

            	
              Class
                II-B-4

            
	
              ST-II-B-5

            	
              $793,000.00

            	
              (6)

            	
              Class
                II-B-5

            
	
              ST-II-B-6

            	
              $495,501.00

            	
              (6)

            	
              Class
                II-B-6

            
	
              ST-A-UR

            	
              (7)

            	
              (7)

            	
              N/A

            


    

    _____________________

    
      	
              (1)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for this Strip REMIC Interest is a per annum
                rate
                equal to the Weighted Average Adjusted Net Mortgage Rate of the Group
                1
                Mortgage Loans.

            


    

    


    
      	
              (2)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for this Strip REMIC Interest is a per annum
                rate
                equal to the Weighted Average Adjusted Net Mortgage Rate of the Group
                2
                Mortgage Loans.

            


    

    


    
      	
              (3)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for this Strip REMIC Interest is a per annum
                rate
                equal to the Weighted Average Adjusted Net Mortgage Rate of the Group
                3
                Mortgage Loans.

            


    

    


    
      	
              (4)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for this Strip REMIC Interest is a per annum
                rate
                equal to the Weighted Average Adjusted Net Mortgage Rate of the Group
                II
                Mortgage Loans.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    
      	
              (5)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for this Strip REMIC Interest is a per annum
                rate
                equal to the Group I Subordinate Pass-Through
                Rate.

            


    

    


    
      	
              (6)

            	
              The
                interest rate with respect to any Distribution Date (and the related
                Interest Accrual Period) for this Strip REMIC Interest is a per annum
                rate
                equal to the Group II Subordinate Pass-Through
                Rate.

            


    

    


    
      	
              (7)

            	
              The
                Class ST-A-UR Interest is the sole class of residual interest in
                Sub-WAC
                REMIC.  It has no principal balance and pays no principal or
                interest.

            


    

     

    On
      each
      Distribution Date, the Available Funds shall be distributed with respect to
      the
      Subsidiary REMIC interests in the following manner:

     

    (1)  Interest
      is to be distributed with respect to each Strip REMIC Interest at the rate,
      or
      according to the formulas, described above; and

     

    (2)  Principal
      is to be distributed with respect to each Strip REMIC Interest in the same
      manner and in the same amount as principal is distributed with respect to each
      Strip REMIC Interest’s Corresponding Class or Classes of
      Certificates.

    


    On
      each
      Distribution Date, realized losses (and increases in principal balances
      attributable to subsequent recoveries) shall be allocated among the Strip REMIC
      Interests in the same manner that realized losses (and increases in Class
      Certificate Balances attributable to subsequent recoveries) are allocated among
      each Strip REMIC Interest’s Corresponding Class or Classes of
      Certificates.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    Master
      REMIC:

     

    The
      following table sets forth characteristics of the Certificates, together with
      the minimum denominations and integral multiples in excess thereof in which
      such
      Classes shall be issuable (except that one Certificate of each Class of
      Certificates may be issued in a different amount):

     

    
      	
              
                Class

              

            	
              
                Initial
                  Certificate

                Principal

                Balance
                  or

                Notional
                  Amount

              

            	
              
                Initial
                  Pass-

                Through

                Rate

              

            	
              
                Minimum

                Denomination

              

            	
              Integral

              Multiples

              
                in
                  Excess of

                Minimum

              

            
	
              Class
                1-A-1                          

            	
              $142,809,000

            	
              5.6650%
                (1)

            	
              $25,000

            	
              $1

            
	
              Class
                1-A-2                          

            	
              $5,564,000

            	
              5.6650%
                (1)

            	
              $25,000

            	
              $1

            
	
              Class
                2-A-1                          

            	
              $300,027,000

            	
              5.7740%
                (2)

            	
              $25,000

            	
              $1

            
	
              Class
                2-A-2                          

            	
              $11,690,000

            	
              5.7740%
                (2)

            	
              $25,000

            	
              $1

            
	
              Class
                3-A-1                          

            	
              $61,944,000

            	
              6.0651%
                (3)

            	
              $25,000

            	
              $1

            
	
              Class
                3-A-2                          

            	
              $2,414,000

            	
              6.0651%(3)

            	
              $25,000

            	
              $1

            
	
              Class
                4-A                          

            	
              $189,182,000

            	
              6.1404%(4)

            	
              $25,000

            	
              $1

            
	
              Class
                A-UR 

            	
              $50

            	
              6.1404%(5)

            	
              100%

            	
              $1

            
	
              Class
                I-B-1                          

            	
              $8,992,000

            	
              5.7789%(6)

            	
              $25,000

            	
              $1

            
	
              Class
                I-B-2                              

            	
              $3,814,000

            	
              5.7789%(6)

            	
              $25,000

            	
              $1

            
	
              Class
                I-B-3                          

            	
              $2,180,000

            	
              5.7789%(6)

            	
              $25,000

            	
              $1

            
	
              Class
                I-B-4                              

            	
              $2,452,000

            	
              5.7789%(6)

            	
              $25,000

            	
              $1

            
	
              Class
                I-B-5                          

            	
              $1,907,000

            	
              5.7789%(6)

            	
              $25,000

            	
              $1

            
	
              Class
                I-B-6                              

            	
              $1,090,112

            	
              5.7789%(6)

            	
              $25,000

            	
              $1

            
	
              Class
                II-B-1                              

            	
              $3,962,000

            	
              6.1404%(7)

            	
              $25,000

            	
              $1

            
	
              Class
                II-B-2                              

            	
              $1,584,000

            	
              6.1404%(7)

            	
              $25,000

            	
              $1

            
	
              Class
                II-B-3                              

            	
              $991,000

            	
              6.1404%(7)

            	
              $25,000

            	
              $1

            
	
              Class
                II-B-4                              

            	
              $1,089,000

            	
              6.1404%(7)

            	
              $25,000

            	
              $1

            
	
              Class
                II-B-5                              

            	
              $793,000

            	
              6.1404%(7)

            	
              $25,000

            	
              $1

            
	
              Class
                II-B-6                              

            	
              $495,501

            	
              6.1404%(7)

            	
              $25,000

            	
              $1

            


    

    ___________

     

    (1)           The
      pass-through rate for the Class 1-A-1 and Class 1-A-2 certificates for the
      interest accrual period related to each Distribution Date will equal the
      Weighted Average Net Mortgage Rate of Sub-Loan Group 1.  The
      pass-through rate for those certificates for the interest accrual period related
      to the first Distribution Date is expected to be 5.6650% per annum.

     

    (2)           The
      pass-through rate for the Class 2-A-1 and Class 2-A-2 certificates for the
      interest accrual period related to each Distribution Date will equal the
      Weighted Average Net Mortgage Rate of Sub-Loan Group 2.  The
      pass-through rate for those certificates for the interest accrual period related
      to the first Distribution Date is expected to be 5.7740% per annum.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    (3)           The
      pass-through rate for the Class 3-A-1 and Class 3-A-2 certificates for the
      interest accrual period related to each Distribution Date will equal the
      Weighted Average Net Mortgage Rate of Sub-Loan Group 3.  The
      pass-through rate for the Class 3-A-1 and Class 3-A-2 Certificates for the
      interest accrual period related to the first Distribution Date is expected
      to be
      6.0651% per annum.

     

    (4)           The
      pass-through rate for the Class 4-A-1 and Class 4-A-2 certificates for the
      interest accrual period related to each Distribution Date will equal the
      Weighted Average Net Mortgage Rate of Loan Group II.  The pass-through
      rate for those certificates for the interest accrual period related to the
      first
      Distribution Date is expected to be 6.1404% per annum.

     

    (5)           The
      Class A-UR certificate will be the sole class of residual interests in the
      Master REMIC.

     

    (6)           For
      the interest accrual period for any distribution date, the pass-through rate
      for
      each class of group I subordinated certificates will be the Group I Subordinate
      Pass-Through Rate, which will be equal to (i) the sum of the following for
      Sub
      Group 1, Sub Group 2 and Sub Group 3: the product of (x) the weighted average
      adjusted net mortgage rate of the loans in that loan group as of the first
      day
      of the prior calendar month and (y) the aggregate stated principal balance
      of
      the mortgage loans in that sub-group as of the first day of the related due
      period, minus the aggregate certificate principal balance of the group I senior
      certificates related to that loan group immediately prior to that distribution
      date, divided by (ii) the aggregate certificate principal balance of the group
      I
      subordinated certificates immediately prior to that distribution
      date.

     

    (7)           For
      the interest accrual period for any distribution date, the pass-through rate
      for
      each class of group II subordinated certificates will be the Group II
      Subordinate Pass-Through Rate, which will be equal the weighted average adjusted
      net mortgage rate of the loans in Loan Group II as of the first day of the
      prior
      calendar month.

     

    The
      foregoing REMIC structure is intended to cause all of the cash from the Mortgage
      Loans to flow through to the Master REMIC as cash flow on a REMIC regular
      interest, without creating any shortfall—actual or potential (other than for
      credit losses)—to any REMIC regular interest.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Set
      forth
      below are designations of Classes of Certificates to the categories used
      herein:

     

    
      	
              Book-Entry
                Certificates

            	
              All
                Classes of Offered Certificates other than the Physical
                Certificates.

            
	
              ERISA-Restricted
                Classes

            	
              The
                Residual Certificates and the Private Certificates, and any Certificates
                that do not satisfy the applicable ratings requirement under the
                Underwriter’s Exemption.

            
	
              Group
                1 Senior Certificates

            	
              The
                Class 1-A-1 and Class 1-A-2 Certificates.

            
	
              Group
                2 Senior Certificates

            	
              The
                Class 2-A-1 and Class 2-A-2 Certificates.

            
	
              Group
                3 Senior Certificates

            	
              The
                Class 3-A-1 and Class 3-A-2 Certificates.

            
	
              Group
                I Senior Certificates

            	
              The
                Class 1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2, Class 3-A-1 and
                Class
                3-A-2 Certificates.

            
	
              Group
                I Subordinate Certificates

            	
              The
                Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and
                Class
                I-B-6 Certificates.

            
	
              Group
                II Senior Certificates

            	
              The
                Class 4-A, Class A-LR and Class A-UR Certificates.

            
	
              Group
                II Subordinate Certificates

            	
              The
                Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5
                and
                Class II-B-6 Certificates.

            
	
              Interest
                Only Certificates

            	
              Not
                applicable.

            
	
              Offered
                Certificates

            	
              All
                Classes of Certificates other than the Private
                Certificates.

            
	
              Physical
                Certificates

            	
              The
                Private Certificates and the Residual Certificates.

            
	
              Private
                Certificates

            	
              The
                Class I-B-4, Class I-B-5, Class I-B-6, Class II-B-4, Class II-B-5
                and
                Class II-B-6 Certificates.

            
	
              Rating
                Agencies

            	
              S&P
                and Fitch.

            
	
              Regular
                Certificates

            	
              The
                Certificates, other than the Residual Certificates.

            
	
              Residual
                Certificates

            	
              The
                Class A-LR and Class A-UR Certificates.

            
	
              Senior
                Certificates

            	
              The
                Group I and Group II Senior
                Certificates.

            


    

     

    Defined
      terms and provisions herein relating to statistical rating agencies not
      designated above as Rating Agencies shall be of no force or effect.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01.     Definitions.

     

    Whenever
      used in this Agreement, the following words and phrases, unless the context
      otherwise requires, shall have the following meanings:

     

    10-K
      Filing Deadline:  As defined in Section 9.12.

     

    Accountant’s
      Attestation:  As defined in Section 3.22(b)(i).

     

    Accrued
      Certificate Interest:  With respect to any Distribution Date and
      any interest bearing Class of Certificates, the sum of (i) one month’s interest
      accrued during the related Interest Accrual Period at the Pass-Through Rate
      for
      such Class on the related Certificate Principal Balance or Notional Amount,
      as
      applicable, subject to reduction as provided in Section 4.02(b) plus (ii) any
      Class Unpaid Interest Amounts for such Class.

     

    Additional
      Form 10-D Disclosure:  As defined in Section 9.12.

     

    Additional
      Form 10-K Disclosure:  As defined in Section 9.12.

     

    Additional
      Servicer:  Each Affiliate of the Servicers that services any of
      the Mortgage Loans and each person that is not an Affiliate of the Servicers
      that services 10% or more of the Mortgage Loans.

     

    Adjusted
      Net Mortgage Rate:  As to each Mortgage Loan and any Distribution
      Date, the per annum rate equal to the Net Mortgage Rate of that Mortgage Loan
      (as of the Due Date in the month preceding the month in which such Distribution
      Date occurs).

     

    Adjustment
      Amount:  With respect to the Special Hazard Loss Coverage Amount
      and, with respect to each anniversary of June 1, 2007, the amount, if any,
      by
      which the Special Hazard Loss Coverage Amount (without giving effect to the
      deduction of the Adjustment Amount for such anniversary) exceeds the greatest
      of
      (x)  the product of 1% and the outstanding principal balance of all the
      Mortgage Loans on the Distribution Date immediately preceding such anniversary,
      (y) the outstanding principal balance of the Mortgage Loans secured by
      Mortgaged Properties in the highest California zip code concentration on the
      Distribution Date immediately preceding such anniversary, and (z) twice the
      outstanding principal balance of the Mortgage Loan which has the largest
      outstanding principal balance on the Distribution Date immediately preceding
      such anniversary.

     

    Advance:  An
      advance of principal or interest required to be made by the Servicer pursuant
      to
      each Servicing Agreement or required to be made by the Master Servicer or,
      if
      the Servicer is the same entity as the Master Servicer, the Trustee, solely
      in
      its capacity as successor Servicer, with respect to any Distribution Date
      pursuant to Section 4.01.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    Affiliate:  When
      used with reference to a specified Person, another Person that (i) directly
      or
      indirectly controls or is controlled by or is under common control with the
      specified Person, (ii) is an officer of, partner in or trustee of, or serves
      in
      a similar capacity with respect to, the specified Person or of which the
      specified Person is an officer, partner or trustee, or with respect to which
      the
      specified Person serves in a similar capacity, or (iii) directly or indirectly
      is the beneficial owner of 10% or more of any class of equity securities of
      the
      specified Person or of which the specified Person is directly or indirectly
      the
      owner of 10% or more of any class of equity securities.

     

    Aggregate
      Group I Pool Principal Balance:  As to any Distribution Date, the
      aggregate of the Scheduled Principal Balances of the Group 1 Mortgage Loans,
      Group 2 Mortgage Loans and Group 3 Mortgage Loans which were Outstanding
      Mortgage Loans on the Due Date in the month preceding the month of such
      Distribution Date.

     

    Aggregate
      Group II Pool Principal Balance:  As to any Distribution Date, the
      aggregate of the Scheduled Principal Balances of the Group II Mortgage Loans
      which were Outstanding Mortgage Loans on the Due Date in the month preceding
      the
      month of such Distribution Date.

     

    Aggregate
      Group I Subordinate Optimal Principal Amount:  For any
      Distribution Date, the sum of the Subordinate Optimal Principal Amounts for
      each
      Sub Group in Group I.

     

    Aggregate
      Group II Subordinate Optimal Principal Amount:  For any
      Distribution Date, the Subordinate Optimal Principal Amount for Loan Group
      II.

     

    Aggregate
      Group I Subordinate Percentage:  With respect to the Group I
      Subordinate Certificates and as of any Distribution Date, the aggregate
      Certificate Principal Balance for the Group I Subordinate Certificates
divided by the Aggregate Group I Pool Principal Balance.

     

    Aggregate
      Group II Subordinate Percentage:  With respect to the Group II
      Subordinate Certificates and as of any Distribution Date, the aggregate
      Certificate Principal Balance for the Group II Subordinate Certificates
divided by the Aggregate Group II Pool Principal Balance.

     

    Agreement:  This
      Pooling and Servicing Agreement and all amendments or supplements
      hereto.

     

    Allocable
      Share:  For any Distribution Date and with respect to (x) each
      Class of Group I Subordinate Certificates the portion of the Aggregate Group
      I
      Subordinate Optimal Principal Amount allocable to such Class, equal to the
      product of the Aggregate Group I Subordinate Optimal Principal Amount on such
      Distribution Date and a fraction, the numerator of which is the related
      Certificate Principal Balance thereof and the denominator of which is the
      aggregate of the Certificate Principal Balances of the Group I Subordinate
      Certificates and (y) each Class of Group II Subordinate Certificates the portion
      of the Aggregate Group II Subordinate Optimal Principal Amount allocable to
      such
      Class, equal to the product of the Aggregate Group II Subordinate Optimal
      Principal Amount on such Distribution Date and a fraction, the numerator of
      which is the related Certificate Principal Balance thereof and the denominator
      of which is the aggregate of the Certificate Principal Balances of the Group
      II
      Subordinate Certificates.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    Amount
      Available for Group 1 Principal:  As to any Distribution Date,
      Group 1 Available Funds for such Distribution Date reduced by the aggregate
      amount distributable on such Distribution Date in respect of interest on the
      Group 1 Senior Certificates pursuant to Section 4.02(a)(i) priority
first sub-clause (A).

     

    Amount
      Available for Group 2 Principal:  As to any Distribution Date,
      Group 2 Available Funds for such Distribution Date reduced by the aggregate
      amount distributable on such Distribution Date in respect of interest on the
      Group 2 Senior Certificates pursuant to Section 4.02(a)(i) priority
first sub-clause (B).

     

    Amount
      Available for Group 3 Principal:  As to any Distribution Date,
      Group 3 Available Funds for such Distribution Date reduced by the aggregate
      amount distributable on such Distribution Date in respect of interest on the
      Group 3 Senior Certificates pursuant to Section 4.02(a)(i) priority
first sub-clause (C).

     

    Amount
      Available for Group II Principal:  As to any Distribution Date,
      Group II Available Funds for such Distribution Date reduced by the aggregate
      amount distributable on such Distribution Date in respect of interest on the
      Group II Senior Certificates pursuant to Section 4.02(a)(ii) priority
first.

     

    Amount
      Held for Future Distribution:  As to any related Distribution Date
      and any Mortgage Loan or Loan Group, the aggregate amount held in the Collection
      Account at the close of business on the Servicer Remittance Date with respect
      to
      such Mortgage Loan or Loan Group on account of (i) Principal Prepayments
      received after the related Prepayment Period, Liquidation Proceeds and Insurance
      Proceeds received in the month of such Distribution Date and (ii) all Scheduled
      Payments due after the related Due Date.

     

    Annual
      Statement of Compliance:  As defined in Section
      3.21(a).

     

    Apportioned
      Subordinate Principal Distribution Amount:  For any Distribution
      Date and the Subordinate Certificates, the product of (i) the Subordinate
      Principal Distribution Amount for the Subordinate Certificates and (ii) the
      Apportionment Fraction.

     

    Apportionment
      Fraction:  With respect to the either group of Subordinate
      Certificates and for any Distribution Date, in the event that the Certificate
      Principal Balances of the Senior Certificates of the related Certificate Group
      have been reduced to zero, a fraction, the numerator of which is equal to the
      Subordinate Optimal Principal Amount of the Loan Group related to such
      Certificate Group, and the denominator of which is equal to the Aggregate
      Subordinate Optimal Principal Amount.

     

    Appraised
      Value:  With respect to any Mortgage Loan, the Appraised Value of
      the related Mortgaged Property shall be:  (i) with respect to a
      Mortgage Loan other than a Refinancing Mortgage Loan, the lesser of (a) the
      value of the Mortgaged Property based upon the appraisal made at the time of
      the
      origination of such Mortgage Loan and (b) the sales price of the Mortgaged
      Property at the time of the origination of such Mortgage Loan; and (ii) with
      respect to a Refinancing Mortgage Loan, the value of the Mortgaged Property
      based upon the appraisal made at the time of the origination of such Refinancing
      Mortgage Loan as modified by an updated appraisal.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    Assessment
      of Compliance:  As defined in Section 3.22(a)(i).

     

    Assignment:  An
      individual assignment of a Mortgage, notice of transfer or equivalent instrument
      in recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect of record the sale or transfer
      of the Mortgage Loan.

     

    Assignment
      of Proprietary Lease:  With respect to a Cooperative Loan, the
      assignment or mortgage of the related Proprietary Lease from the Mortgagor
      to
      the originator of the Cooperative Loan.

     

    Back-Up
      Certification:  As defined in Section 9.12.

     

    Bankruptcy
      Code:  The United States Bankruptcy Reform Act of 1978, as
      amended.

     

    Bankruptcy
      Coverage Termination Date:  With respect to any Loan Group, the
      point in time at which the Bankruptcy Loss Coverage Amount is reduced to
      zero.

     

    Bankruptcy
      Loss:  With respect to any Mortgage Loan, a Deficient Valuation or
      Debt Service Reduction as reported by the Servicer to the Master Servicer;
      provided, however, that a Bankruptcy Loss shall not be deemed a
      Bankruptcy Loss hereunder so long as the Master Servicer has notified the
      Trustee in writing that either the Master Servicer or the Servicer is diligently
      pursuing any remedies that may exist in connection with the related Mortgage
      Loan and either (A) the related Mortgage Loan is not in default with regard
      to
      payments due thereunder or (B) delinquent payments of principal and interest
      under the related Mortgage Loan and any related escrow payments in respect
      of
      such Mortgage Loan are being advanced on a current basis by either the Master
      Servicer or the Servicer, in either case without giving effect to any Debt
      Service Reduction or Deficient Valuation.

     

    Bankruptcy
      Loss Coverage Amount:  With respect to any Distribution Date, the
      Bankruptcy Loss Coverage Amount shall equal the related Initial Bankruptcy
      Coverage Amount as reduced by (i) the aggregate amount of Bankruptcy Losses
      relating to the Mortgage Loans since June 1, 2007 and (ii) any permissible
      reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter
      of
      each Rating Agency to the Trust Administrator to the effect that any such
      reduction or modification will not adversely affect the then current ratings
      assigned to the Senior Certificates rated by it.  As of any
      Distribution Date on or after the Cross-Over Date, the Bankruptcy Loss Coverage
      Amount will be zero.

     

    Book-Entry
      Certificates:  As specified in the Preliminary
      Statement.

     

    Business
      Day:  Any day other than (i) a Saturday or a Sunday or (ii) a day
      on which banking institutions in the City of New York, New York, Minnesota,
      Maryland, or any city in which the Corporate Trust Office of the Trustee or
      Trust Administrator is located are authorized or obligated by law or executive
      order to be closed.

     


    
      
        
        

      

      
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    Calculation
      Rate:  For each Distribution Date, in the case of the Class A and
      Class B Sub-WAC REMIC Interests, the product of (i) 10 and (ii) the weighted
      average rate of the outstanding Class A and Class B Interests, treating each
      Class A Interest as having an interest rate of 0.00%.

     

    Certificate:  Any
      one of the Certificates executed by the Trust Administrator on behalf of the
      Issuing Entity and authenticated by the Trust Administrator in substantially
      the
      forms attached hereto as Exhibits A through F.

     

    Certificate
      Group:  Any of the Group I Senior, Group II Senior, Group I
      Subordinate, Group II Subordinate, Group 1 Senior, Group 2 Senior or Group
      3
      Senior Certificates, as applicable.

     

    Certificate
      Owner:  With respect to a Book-Entry Certificate, the Person who
      is the beneficial owner of such Book-Entry Certificate.

     

    Certificate
      Principal Balance:  With respect to any Certificate at any date,
      the maximum dollar amount of principal to which the Holder thereof is then
      entitled hereunder, such amount being equal to the Denomination thereof
minus the sum of (i) all distributions of principal previously made
      with respect thereto and (ii) all Realized Losses allocated thereto and, in
      the
      case of any Subordinate Certificates related to that Loan Group, all other
      reductions in Certificate Principal Balance previously allocated thereto
      pursuant to Section 4.03; provided, however, that pursuant to
      Section 4.03(d), the Certificate Principal Balance of a Class of Certificates
      may be increased up to the amount of Realized Losses previously allocated to
      such Class in the event that there is a Recovery on a related Mortgage Loan,
      and
      the Certificate Principal Balance of any individual Certificate of such Class
      will be increased by its pro rata share of the increase to such
      Class.

     

    Certificate
      Register:  The register maintained pursuant to Section 5.02
      hereof.

     

    Certificateholder
      or Holder:  The person in whose name a Certificate is registered
      in the Certificate Register, except that, solely for the purpose of giving
      any
      consent pursuant to this Agreement, any Certificate registered in the name
      of
      the Master Servicer or the Depositor or any affiliate of the Master Servicer
      or
      the Depositor, as applicable, shall be deemed not to be Outstanding and the
      Percentage Interest evidenced thereby shall not be taken into account in
      determining whether the requisite amount of Percentage Interests necessary
      to
      effect such consent has been obtained; provided, however, that if
      any such Person (including the Master Servicer or the Depositor) owns 100%
      of
      the Percentage Interests evidenced by a Class of Certificates, such Certificates
      shall be deemed to be Outstanding for purposes of any provision hereof that
      requires the consent of the Holders of Certificates of a particular Class as
      a
      condition to the taking of any action hereunder.  The Trust
      Administrator is entitled to rely conclusively on a certification of the Master
      Servicer or the Depositor or any affiliate of the Master Servicer or the
      Depositor, as applicable, in determining which Certificates are registered
      in
      the name of an affiliate of the Master Servicer or the Depositor.

     


    
      
        
        

      

      
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    Certification
      Parties:  As defined in Section 9.12.

     

    Certifying
      Person:  As defined in Section 9.12.

     

    Class:  All
      Certificates bearing the same class designation as set forth in the Preliminary
      Statement.

     

    Class
      Interest Shortfall:  As to any Distribution Date and any
      interest-bearing Class of Certificates, the amount by which the amount described
      in clause (i) of the definition of “Accrued Certificate Interest” for such Class
      exceeds the amount of interest actually distributed on such Class on such
      Distribution Date pursuant to such clause (i).

     

    Class
      Principal Balance:  With respect to any Class of Certificates and
      as to any date of determination, the aggregate of the Certificate Principal
      Balances of all Certificates of such Class as of such date.

     

    Class
      Prepayment Distribution Trigger:  This trigger is satisfied with
      respect to any Class of Subordinate Certificates in a group of Subordinate
      Certificates and any Distribution Date, if either (i) the fraction, the
      numerator of which is the aggregate Certificate Principal Balance of such Class
      and each Class of Subordinate Certificates in a group of Subordinate
      Certificates subordinate thereto, immediately prior to such Distribution Date,
      and the denominator of which is the Aggregate Pool Principal Balance with
      respect to that Distribution Date, equals or exceeds such percentage calculated
      as of the Closing Date or (ii) such Class of Subordinate Certificates in a
      group
      of Subordinate Certificates is the only Class of Subordinate Certificates then
      outstanding.

     

    Class
      Unpaid Interest Amounts:  As to any Distribution Date and any
      interest-bearing Class of Certificates, the amount by which the aggregate Class
      Interest Shortfalls for such Class on prior Distribution Dates exceeds the
      amount distributed on such Class on prior Distribution Dates pursuant to clause
      (ii) of the definition of “Accrued Certificate Interest” for such
      Class.

     

    Clean-up
      Call Mortgage Loan Price:  With respect to each Mortgage Loan (not
      including REO Properties) to be purchased pursuant to Section 10.01(a), the
      greater of (x) the Par Call Price for such Mortgage Loan and (y) the Fair Market
      Value Call Price for such Mortgage Loan.

     

    Clean-up
      Call REO Property Price:  With respect to each REO Property to be
      purchased pursuant to Section 10.01(a), the lesser of (x) the appraised value
      of
      such REO Property as determined by the higher of two appraisals completed by
      two
      independent appraisers selected by the Master Servicer at the expense of the
      Master Servicer and (y) the unpaid principal balance of each Mortgage Loan
      related to such REO Property plus accrued and unpaid interest thereon at the
      applicable Net Mortgage Rate.

     

    Closing
      Date:  June 28, 2007.

     


    
      
        
        

      

      
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    Code:  The
      Internal Revenue Code of 1986, including any successor or amendatory
      provisions.

     

    Collection
      Account:  The separate Eligible Account or Accounts created and
      maintained by the Master Servicer pursuant to Section 3.07 with a depository
      institution in the name of the Master Servicer for the benefit of the Trustee
      on
      behalf of Certificateholders and designated “Wells Fargo Bank, N.A., as Master
      Servicer for the benefit of U.S. Bank National Association, in trust for the
      registered Holders of STARM Mortgage Loan Trust 2007-3, Mortgage Pass-Through
      Certificates Series 2007-3”.  The Collection Account may be deemed to
      be a sub-account of the Distribution Account.

     

    Commission:  The
      U.S. Securities and Exchange Commission.

     

    Compensating
      Interest:  With respect to any Distribution Date and any Servicer,
      the amount required to be paid by a Servicer under the related Servicing
      Agreement in connection with Prepayment Interest Shortfalls that occur on
      Mortgage Loans serviced by each Servicer for the related Distribution
      Date.  If a Servicer fails to make its required payment of
      Compensating Interest on any Distribution Date, the Master Servicer or (if
      the
      Master Servicer is the same entity as the Servicer) the Trustee, solely in
      its
      capacity as Successor Servicer, will be required to make such payment of
      Compensating Interest to the same extent that the Servicer was required to
      make
      such payment of Compensating Interest.

     

    Cooperative
      Corporation: With respect to any Cooperative Loan, the cooperative apartment
      corporation that holds legal title to the related Cooperative Property and
      grants occupancy rights to units therein to stockholders through Proprietary
      Leases or similar arrangements.

     

    Cooperative
      Lien Search:  A search for (a) federal tax liens, mechanics’
liens, lis pendens, judgments of record or otherwise against (i) the Cooperative
      Corporation and (ii) the seller of the Cooperative Unit, (b) filings of
      Financing Statements and (c) the deed of the Cooperative Property into the
      Cooperative Corporation.

     

    Cooperative
      Loan:  A Mortgage Loan that is secured by a first lien on and a
      perfected security interest in Cooperative Shares and the related Proprietary
      Lease granting exclusive rights to occupy the related Cooperative Unit in the
      building owned by the related Cooperative Corporation.

     

    Cooperative
      Property:  With respect to any Cooperative Loan, all real property
      and improvements thereto and rights therein and thereto owned by a Cooperative
      Corporation including without limitation the land, separate dwelling units
      and
      all common elements.

     

    Cooperative
      Shares:  With respect to any Cooperative Loan, the shares of stock
      issued by a Cooperative Corporation and allocated to a Cooperative Unit and
      represented by stock certificates.

     


    
      
        
        

      

      
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    Cooperative
      Unit:  With respect to any Cooperative Loan, a specific unit in a
      Cooperative Property.

     

    Corporate
      Trust Office:  With respect to the Trustee, the designated office
      of the Trustee at which at any particular time its corporate trust business
      with
      respect to this Agreement shall be administered, which office at the date of
      the
      execution of this Agreement is located at EP-MN-WS3D, 60 Livingston Avenue,
      St.
      Paul, Minnesota 55107, Attention: Structured Finance—STARM Mortgage Loan Trust
      2007-3, which is the address to which appropriate notices to and correspondence
      with the Trustee should be directed.

     

    With
      respect to the Trust Administrator, the designated office of the Trust
      Administrator at which at any particular time its corporate trust business
      with
      respect to this Agreement shall be administered, which office at the date of
      the
      execution of this Agreement is located for certificate transfer purposes at
      Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
      Corporate Trust Services—STARM 2007-3, and for all other purposes at 9062 Old
      Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager—STARM
      2007-3.

     

    Covered
      Loan:  A Mortgage Loan categorized as Covered pursuant to Appendix
      E of Standard & Poor’s Glossary.

     

    Cross-Over
      Date:  With respect to each Certificate Group, the Distribution
      Date on which the aggregate Certificate Principal Balance of the Subordinate
      Certificates related to that Certificate Group has been reduced to
      zero.

     

    Cross-Over
      Situation:  For any Distribution Date and for each Certificate
      Group (after taking into account principal distributions on such Distribution
      Date) with respect to the Class A and Class B Sub-WAC REMIC Interests, a
      situation in which the Class A and Class B Interests corresponding to any Loan
      Group are in the aggregate less than 1% of the Subordinated Portion of the
      Loan
      Group to which they correspond.

     

    Custodian:  Wells
      Fargo, and any successor thereto appointed hereunder.

     

    Cut-off
      Date:  June 1, 2007.

     

    Cut-off
      Date Pool Balance:  $742,979,714.

     

    Cut-off
      Date Principal Balance:  As to any Mortgage Loan, the Scheduled
      Principal Balance thereof as of the close of business on the Cut-off
      Date.

     

    Debt
      Service Reduction:  With respect to any Mortgage Loan, a reduction
      by a court of competent jurisdiction in a proceeding under the Bankruptcy Code
      in the Scheduled Payment for such Mortgage Loan which became final and
      non-appealable, except such a reduction resulting from a Deficient Valuation
      or
      any reduction that results in a permanent forgiveness of principal.

     


    
      
        
        

      

      
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    Deficient
      Valuation:  With respect to any Mortgage Loan, a valuation by a
      court of competent jurisdiction of the Mortgaged Property in an amount less
      than
      the then outstanding indebtedness under the Mortgage Loan, or any reduction
      in
      the amount of principal to be paid in connection with any Scheduled Payment
      that
      results in a permanent forgiveness of principal, which valuation or reduction
      results from an order of such court which is final and non-appealable in a
      proceeding under the Bankruptcy Code.

     

    Definitive
      Certificates:  Any Certificate evidenced by a Physical Certificate
      and any Certificate issued in lieu of a Book-Entry Certificate pursuant to
      Section 5.02(e).

     

    Deleted
      Mortgage Loan:  Any Mortgage Loan that is required to be
      repurchased pursuant to Section 2.02 or 2.03.

     

    Denomination:  With
      respect to each Certificate, the amount set forth on the face thereof as the
      “Initial Certificate Principal Balance of this Certificate” or the “Initial
      Notional Amount of this Certificate” or, if neither of the foregoing, the
      Percentage Interest appearing on the face thereof.

     

    Depositor:  Mortgage
      Asset Securitization Transactions, Inc., a Delaware corporation, or its
      successor in interest.

     

    Depository:  The
      initial Depository shall be The Depository Trust Company, the nominee of which
      is Cede & Co., as the registered Holder of the Book-Entry
      Certificates.  The Depository shall at all times be a “clearing
      corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
      the State of New York.

     

    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:  The date on which the Servicer is required to determine the
      amount it is required to advance pursuant to the Servicing
      Agreement.

     

    Distribution
      Account:  The separate Eligible Account created and maintained by
      the Trust Administrator pursuant to Section 3.07 in the name of the Trust
      Administrator for the benefit of the Certificateholders and designated “Wells
      Fargo Bank, N.A., as Trust Administrator in trust for the registered Holders
      of
      STARM Mortgage Loan Trust 2007-3, Mortgage Pass-Through Certificates, Series
      2007-3.”  Funds in the Distribution Account shall be held in trust for
      the Certificateholders for the uses and purposes set forth in this
      Agreement.

     

    Distribution
      Account Deposit Date:  As to any Distribution Date, one Business
      Day prior to such Distribution Date.

     

    Distribution
      Date:  The 25th day of each calendar month after the initial
      issuance of the Certificates, or if such 25th day is not a Business Day, the
      next succeeding Business Day, commencing in July 2007.

     


    
      
        
        

      

      
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    Distribution
      Date Statement:  The statement delivered to the Certificateholders
      pursuant to Section 4.04.

     

    Due
      Date:  With respect to any Distribution Date, the first day of the
      month in which the related Distribution Date occurs.

     

    Eligible
      Account:  Any of (i) an account or accounts maintained with a
      federal or state chartered depository institution or trust company the
      short-term unsecured debt obligations of which (or, in the case of a depository
      institution or trust company that is the principal subsidiary of a holding
      company, the debt obligations of such holding company) have the highest short
      term ratings of each Rating Agency at the time any amounts are held on deposit
      therein, or (ii) a non-interest bearing segregated trust account or accounts
      maintained with (a) the trust department of a federal or state chartered
      depository institution or (b) a trust company, acting in its fiduciary capacity
      or (iii) any other account acceptable to each Rating Agency, as stated by each
      such Rating Agency in writing.  Eligible Accounts may bear interest,
      and may include, if otherwise qualified under this definition, accounts
      maintained with the Trust Administrator.

     

    Eligible
      Substitute Mortgage Loan:  With respect to a Mortgage Loan
      substituted by the Transferor for a Deleted Mortgage Loan, a Mortgage Loan
      which
      must, on the date of such substitution, (i) have a Scheduled Principal Balance,
      after deduction of the principal portion of the Scheduled Payment due in the
      month of substitution (or, in the case of a substitution of more than one
      mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance),
      not
      in excess of, and not more than 10% less than the Scheduled Principal Balance
      of
      the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than
      and
      not more than 1% per annum higher than that of the Deleted Mortgage Loan; (iii)
      have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan;
      (iv) have a remaining term to maturity no greater than (and not more than one
      year less than that of) the Deleted Mortgage Loan; (v) comply with each
      representation and warranty set forth in Section 2.04 hereof; (vi) be the same
      credit grade category as the Deleted Mortgage Loan; (vii) have the same
      prepayment penalty term; and (viii) not be a Cooperative Loan unless the Deleted
      Mortgage Loan was a Cooperative Loan.

     

    ERISA:  The
      Employee Retirement Income Security Act of 1974, as amended.

     

    ERISA
      Qualifying Underwriting:  A best efforts or firm commitment
      underwriting or private placement that meets the requirements (without regard
      to
      the ratings requirements) of an Underwriter’s Exemption.

     

    ERISA-Restricted
      Certificate:  As specified in the Preliminary
      Statement.

     

    Escrow
      Account:  The Eligible Account or Accounts established and
      maintained pursuant to Section 3.08 hereof.

     

    Excess
      Loss:  With respect to any Mortgage Loan, the amount of any (i)
      Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii) Special
      Hazard Loss realized after the Special Hazard Coverage Termination Date or
      (iii)
      Deficient Valuation realized after the Bankruptcy Coverage Termination
      Date.

     


    
      
        
        

      

      
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    Excess
      Proceeds:  With respect to any Liquidated Loan, the amount, if
      any, by which the sum of any Liquidation Proceeds of such Mortgage Loan received
      in the calendar month in which such Mortgage Loan became a Liquidated Loan,
      exceeds (i) the Scheduled Principal Balance of such Liquidated Loan as of the
      Due Date in the month in which such Mortgage Loan became a Liquidated Loan
      plus (ii) accrued interest at the Mortgage Rate from the Due Date as
      to
      which interest was last paid or advanced (and not reimbursed) to
      Certificateholders up to the Due Date applicable to the Distribution Date
      immediately following the calendar month during which such liquidation
      occurred.

     

    Exchange
      Act:  The Securities Exchange Act of 1934, as amended from time to
      time, and the rules and regulations promulgated thereunder.

     

    Fair
      Market Value Call Price:  With respect to each Mortgage Loan (not
      including REO Properties) to be purchased pursuant to Section 10.01(a) hereof,
      the fair market value of such Mortgage Loan (to be determined pursuant to a
      bid
      procedure set forth in Section 10.01(b) hereof) plus accrued and unpaid interest
      thereon at the applicable Net Mortgage Rate.

     

    Fair
      Market Value Excess:  With respect to each Mortgage Loan to be
      purchased pursuant to Section 10.01(a) hereof, the excess, if any, of the Fair
      Market Value Call Price for such Mortgage Loan, over the Par Call Price for
      such
      Mortgage Loan. Any Fair Market Value Excess will not become part of the Group
      1
      Available Funds, Group 2 Available Funds or Group 3 Available Funds, but shall
      instead be distributed directly to the Holders of the Class A-LR Certificates
      pursuant to Section 4.02(h) hereof.

     

    Fannie
      Mae:  Fannie Mae, a federally chartered and privately owned
      corporation organized and existing under the Federal National Mortgage
      Association Charter Act, or any successor thereto.

     

    FDIC:  The
      Federal Deposit Insurance Corporation, or any successor thereto.

     

    Final
      Certification:  The certification required to be delivered by the
      Custodian not later than 90 days after the Closing Date to the Depositor, the
      Trustee and the Transferor in the form annexed hereto as Exhibit H pursuant
      to
      Section 2.02 of this Agreement.

     

    Final
      Scheduled Distribution Date:  The Distribution Date in June 2037
      for the Group I Certificates and the Distribution Date in May 2037 for the
      Group
      II Certificates.

     

    Financing
      Statement:  A financing statement in the form of a UCC-1 or UCC-3,
      as applicable, filed pursuant to the Uniform Commercial Code to perfect a
      security interest in the Cooperative Shares and Pledge Instruments.

     

    Fitch:  Fitch,
      Inc., or any successor thereto.  If Fitch is designated as a Rating
      Agency in the Preliminary Statement, for purposes of Section 11.05(b), the
      address for notices to Fitch shall be One State Street Plaza, New York, NY
      10004, Attention:  MBS Monitoring STARM Mortgage Loan Trust 2007-3, or
      such other address as Fitch may hereafter furnish to each party to this
      Agreement.

     


    
      
        
        

      

      
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    Form
      8-K Disclosure Information:  As defined in Section
      9.12.

     

    Fraud
      Loan:  A Liquidated Loan as to which a Fraud Loss has
      occurred.

     

    Fraud
      Loss Coverage Amount:  As of the Closing Date, $5,448,831 for Loan
      Group I and $1,980,966 for Loan Group II subject to reduction from time to
      time
      by the aggregate amount of Fraud Losses that would have been previously
      allocated to a group of Subordinate Certificates in the absence of the Loss
      Allocation Limitation since the Cut-off Date.  In addition, such Fraud
      Loss Coverage Amount will be reduced as follows:  (a) on July 1, 2010,
      to an amount equal to $2,724,416 for Loan Group I and $990,483 for Loan Group
      II
      less the aggregate amount of Fraud Losses that would have been previously
      allocated to the Subordinate Certificates in the related Loan Group in the
      absence of the Loss Allocation Limitation since the Cut-off Date and (b) after
      the earlier to occur of the Cross-Over Date and July 1, 2012, to
      zero.

     

    Fraud
      Loss Coverage Termination Date:  The point in time at which the
      Fraud Loss Coverage Amount is reduced to zero.

     

    Fraud
      Losses:  Realized Losses on Mortgage Loans as to which a loss is
      sustained by reason of a default arising from fraud, dishonesty or
      misrepresentation in connection with the related Mortgage Loan, including a
      loss
      by reason of the denial of coverage under any related Primary Insurance Policy
      because of such fraud, dishonesty or misrepresentation as reported by the
      Servicer to the Master Servicer.

     

    Freddie
      Mac:  Freddie Mac, a corporate instrumentality of the United
      States created and existing under Title III of the Emergency Home Finance Act
      of
      1970, as amended, or any successor thereto.

     

    Group
      1 Available Funds:  As to any Distribution Date, the sum of (a)
      the aggregate amount held in the Collection Account at the close of business
      on
      the Servicer Remittance Date and, without duplication, on deposit in the
      Distribution Account at the close of business of the related Distribution
      Account Deposit Date, attributable to the Group 1 Mortgage Loans net of (i)
      the
      Amount Held for Future Distribution related to the Group 1 Mortgage Loans,
      (ii)
      amounts related to the Group 1 Mortgage Loans permitted to be withdrawn from
      the
      Collection Account pursuant to clauses (i)-(viii) inclusive and clauses
      (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving effect to
      all
      amounts deposited to the Distribution Account from the Collection Account,
      amounts related to each of the Group 1 Mortgage Loans permitted to be withdrawn
      from the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section
      3.10(b) each as it relates to the Applicable Fraction of each of the Group
      1
      Mortgage Loans, and (iv) any amounts representing Fair Market Value Excess
      with
      respect to the Applicable Fraction of each Group 1 Mortgage Loan received in
      connection with the termination of the Trust Fund pursuant to Section 10.01
      hereof, (b) the amount of the related Advances related to the Applicable
      Fraction of each of the Group 1 Mortgage Loans and (c) in connection with each
      Deleted Mortgage Loan in Loan Group 1, the Purchase Price and Substitution
      Adjustment Amount of each such Mortgage Loan to be deposited on the related
      Distribution Account Deposit Date.

     


    
      
        
        

      

      
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    Group
      1 Mortgage Loans:  The Mortgage Loans in Loan Group
      1.

     

    Group
      1 Principal Balance:  As to any Distribution Date, the aggregate
      of the Scheduled Principal Balance of each Group 1 Mortgage Loan which was
      an
      Outstanding Mortgage Loan on the Due Date in the month preceding the month
      of
      such Distribution Date.

     

    Group
      1 Senior Certificates:  As specified in the Preliminary
      Statement.

     

    Group
      1 Subordinate Amount:  As to any Distribution Date, the excess of
      (i) the sum of the Scheduled Principal Balance of each of the Group 1 Mortgage
      Loans over (ii) the sum of the Certificate Principal Balances of the Group
      1
      Certificates.

     

    Group
      2 Available Funds:  As to any Distribution Date, the sum of (a)
      the aggregate amount held in the Collection Account at the close of business
      on
      the Servicer Remittance Date and, without duplication, on deposit in the
      Distribution Account at the close of business of the related Distribution
      Account Deposit Date, attributable to each of the Group 2 Mortgage Loans net
      of
      (i) the Amount Held for Future Distribution related to the Group 2 Mortgage
      Loans, (ii) amounts related to the Group 2 Mortgage Loans permitted to be
      withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive
      and clauses (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving
      effect to all amounts deposited to the Distribution Account from the Collection
      Account, amounts related to each of the Group 2 Mortgage Loans permitted to
      be
      withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive
      of Section 3.10(b) each as it relates to each of the Group 2 Mortgage Loans,
      and
      (iv) any amounts representing Fair Market Value Excess with respect to each
      Group 2 Mortgage Loan received in connection with the termination of the Trust
      Fund pursuant to Section 10.01 hereof, (b) the amount of the related Advances
      related to each of the Group 2 Mortgage Loans and (c) in connection with each
      Deleted Mortgage Loan in Loan Group 2, the Purchase Price and Substitution
      Adjustment Amount of each such Mortgage required to be deposited on the related
      Distribution Account Deposit Date.

     

    Group
      2 Mortgage Loans:  The Mortgage Loans in Loan Group
      2.

     

    Group
      2 Principal Balance:  As to any Distribution Date, the aggregate
      of the Scheduled Principal Balance of each Group 2 Mortgage Loan which was
      an
      Outstanding Mortgage Loan on the Due Date in the month preceding the month
      of
      such Distribution Date.

     

    Group
      2 Senior Certificates:  As specified in the Preliminary
      Statement.

     

    Group
      2 Subordinate Amount:  As to any Distribution Date, the excess of
      (i) the sum of the Scheduled Principal Balance of each of the Group 2 Mortgage
      Loans over (ii) the sum of the Certificate Principal Balances of the Group
      2
      Certificates.

     


    
      
        
        

      

      
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    Group
      3 Available Funds:  As to any Distribution Date, the sum of (a)
      the aggregate amount held in the Collection Account at the close of business
      on
      the Servicer Remittance Date and, without duplication, on deposit in the
      Distribution Account at the close of business of the related Distribution
      Account Deposit Date, attributable to the Group 3 Mortgage Loans net of (i)
      the
      Amount Held for Future Distribution related to the Group 3 Mortgage Loans,
      (ii)
      amounts related to the Group 3 Mortgage Loans permitted to be withdrawn from
      the
      Collection Account pursuant to clauses (i)-(viii) inclusive and clauses
      (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving effect to
      all
      amounts deposited to the Distribution Account from the Collection Account,
      amounts related to the Group 3 Mortgage Loans permitted to be withdrawn from
      the
      Distribution Account pursuant to clauses (i)-(iv) inclusive of Section 3.10(b)
      each as it relates to the Group 3 Mortgage Loans, and (iv) any amounts
      representing Fair Market Value Excess with respect to a Group 3 Mortgage Loan
      received in connection with the termination of the Trust Fund pursuant to
      Section 10.01 hereof, (b) the amount of the related Advances related to the
      Group 3 Mortgage Loans and (c) in connection with any Deleted Mortgage Loan
      in
      Loan Group 3, the aggregate of the Purchase Price and Substitution Adjustment
      Amount of each such Mortgage Loan required to be deposited on the related
      Distribution Account Deposit Date.

     

    Group
      3 Mortgage Loans:  The Mortgage Loans in Loan Group
      3.

     

    Group
      3 Principal Balance:  As to any Distribution Date, the aggregate
      of the Scheduled Principal Balance of each Group 3 Mortgage Loan which was
      an
      Outstanding Mortgage Loan on the Due Date in the month preceding the month
      of
      such Distribution Date.

     

    Group
      3 Senior Certificates:  As specified in the Preliminary
      Statement.

     

    Group
      3 Subordinate Amount:  As to any Distribution Date, the excess of
      (i) the aggregate Scheduled Principal Balance of each of the Group 3 Mortgage
      Loans over (ii) the sum of the Certificate Principal Balances of the Group
      3
      Certificates (other than the related Interest Only Certificates).

     

    Group
      Available Funds:  Any of the Group 1 Available Funds, Group 2
      Available Funds, Group 3 Available Funds or Group 4 Available Funds, as
      applicable.

     

    Group
      Balance:  Any of the Group 1 Principal Balance, Group 2 Principal
      Balance, Group 3 Principal Balance or Group II Principal Balance, as
      applicable.

     

    Group
      I Senior Certificates:  As specified in the Preliminary
      Statement.

     

    Group
      I Subordinate Certificates:  As specified in the Preliminary
      Statement.

     


    
      
        
        

      

      
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    Group
      II Available Funds:  As to any Distribution Date, the sum of (a)
      the aggregate amount held in the Collection Account at the close of business
      on
      the Servicer Remittance Date and, without duplication, on deposit in the
      Distribution Account at the close of business of the related Distribution
      Account Deposit Date, attributable to the Group II Mortgage Loans net of (i)
      the
      Amount Held for Future Distribution related to the Group II Mortgage Loans,
      (ii)
      amounts related to the Group II Mortgage Loans permitted to be withdrawn from
      the Collection Account pursuant to clauses (i)-(viii) inclusive and clauses
      (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving effect to
      all
      amounts deposited to the Distribution Account from the Collection Account,
      amounts related to the Group II Mortgage Loans permitted to be withdrawn from
      the Distribution Account pursuant to clauses (i)-(iv) inclusive of Section
      3.10(b) each as it relates to the Group II Mortgage Loans, and (iv) any amounts
      representing Fair Market Value Excess with respect to a Group II Mortgage Loan
      received in connection with the termination of the Trust Fund pursuant to
      Section 10.01 hereof, (b) the amount of the related Advances related to the
      Group II Mortgage Loans and (c) in connection with any Deleted Mortgage Loan
      in
      Loan Group II, the aggregate of the Purchase Price and Substitution Adjustment
      Amount of each such Mortgage Loan required to be deposited on the related
      Distribution Account Deposit Date.

     

    Group
      II Mortgage Loans:  The Mortgage Loans in Loan Group
      II.

     

    Group
      II Principal Balance:  As to any Distribution Date, the aggregate
      of the Scheduled Principal Balance of each Group II Mortgage Loan which was
      an
      Outstanding Mortgage Loan on the Due Date in the month preceding the month
      of
      such Distribution Date.

     

    Group
      II Senior Certificates:  As specified in the Preliminary
      Statement.

     

    Group
      II Subordinate Amount:  As to any Distribution Date, the excess of
      (i) the aggregate Scheduled Principal Balance of each of the Group II Mortgage
      Loans over (ii) the sum of the Certificate Principal Balances of the Group
      II
      Certificates (other than the related Interest Only Certificates).

     

    Group
      II Subordinate Certificates:  As specified in the Preliminary
      Statement.

     

    Group
      Subordinate Amount:  Any of the Group 1 Subordinate Amount, Group
      2 Subordinate Amount, Group 3 Subordinate Amount or Group 4 Subordinate Amount,
      as applicable.

     

    High
      Cost Loan:  A Mortgage Loan classified as (a) a “high cost” loan
      under the Home Ownership and Equity Protection Act of 1994, (b) a “high cost
      home,” “threshold,” “covered,” (excluding New Jersey “Covered Home Loans” as
      that term is defined in clause (1) of the definition of that term in the New
      Jersey Home Ownership Security Act of 2002), “high risk home,” “predatory” or
      similar loan under any other applicable state, federal 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) or (c) a Mortgage
      Loan categorized as High Cost pursuant to Appendix E of Standard and Poor’s
      Glossary.

     


    
      
        
        

      

      
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    Home
      Loan:  A Mortgage Loan categorized as Home Loan pursuant to
      Appendix E of Standard & Poor’s Glossary.

     

    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 other Person, a Person who (a) is in fact independent of another
      specified Person and any affiliate of such other Person, (b) does not have
      any
      material direct or indirect financial interest in such other Person or any
      affiliate of such other Person, (c) is not connected with such other Person
      or
      any affiliate of such other Person as an officer, employee, promoter,
      underwriter, trust administrator, trustee, partner, director or Person
      performing similar functions and (d) is not a member of the immediate family
      of
      a Person defined in clause (b) or (c) above.

     

    Indirect
      Participant:  A broker, dealer, bank or other financial
      institution or other Person that clears through or maintains a custodial
      relationship with a Depository Participant.

     

    Initial
      Bankruptcy Coverage Amount:  $217,597 for Loan Group I and
      $100,000 for Loan Group II.

     

    Initial
      Certification:  The certification required to be executed by the
      Custodian and delivered on the Closing Date to the Depositor and the Trustee
      in
      the form annexed hereto as Exhibit G pursuant to Section 2.02 of this
      Agreement.

     

    Insolvency
      Proceeding:  With respect to any Person:  (i) any case,
      action, or proceeding with respect to such Person before any court or other
      governmental authority relating to bankruptcy, reorganization, insolvency,
      liquidation, receivership, dissolution, winding up, or relief of debtors; or
      (ii) any general assignment for the benefit of creditors, composition,
      marshaling of assets for creditors, or other, similar arrangement in respect
      of
      the creditors generally of such Person or any substantial portion of such
      Person’s creditors, in any case undertaken under federal, state or foreign law,
      including the Bankruptcy Code.

     

    Insurance
      Policy:  With respect to any Mortgage Loan included in the Trust
      Fund, any insurance policy, including all riders and endorsements thereto in
      effect, including any replacement policy or policies for any Insurance
      Policies.

     

    Insurance
      Proceeds:  Proceeds paid by an insurer pursuant to any Insurance
      Policy, in each case other than any amount included in such Insurance Proceeds
      in respect of insured expenses, to the extent such proceeds are not applied
      to
      the restoration of the related Mortgaged Property or released to the borrower
      in
      accordance with the Servicer’s normal servicing procedures.

     

    Interest
      Accrual Period:  With respect to each Class of Certificates, the
      Subsidiary REMIC Regular Interests, the Middle REMIC Regular Interests and
      any
      Distribution Date, the period from and including the first day of the month
      immediately preceding the month in which such Distribution Date occurs,
      commencing June 1, 2007, to and including the last day of such immediately
      preceding month, on the basis of a 360-day year consisting of twelve 30-day
      months.

     


    
      
        
        

      

      
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    Interest
      Only Certificates:  As specified in the Preliminary
      Statement.

     

    Issuing
      Entity:  As defined in Section 2.01(c).

     

    Latest
      Possible Maturity Date:  The Distribution Date following the third
      anniversary of the scheduled maturity date of the Mortgage Loan having the
      latest scheduled maturity date as of the Cut-off Date.

     

    Liquidated
      Loan:  With respect to any Distribution Date, a defaulted Mortgage
      Loan (including any REO Property) which was liquidated in the calendar month
      preceding the month of such Distribution Date and as to which the Servicer
      or
      the Master Servicer, as the case may be, has determined (in accordance with
      the
      Servicing Agreement and this Agreement) that it has received all amounts it
      expects to receive in connection with the liquidation of such Mortgage Loan,
      including the final disposition of an REO Property.

     

    Liquidation
      Proceeds:  Amounts, including Insurance Proceeds, received in
      connection with the partial or complete liquidation of defaulted Mortgage Loans,
      whether through trustee’s sale, foreclosure sale or otherwise or amounts
      received in connection with any condemnation or partial release of a Mortgaged
      Property and any other proceeds received in connection with an REO Property,
      less the sum of related unreimbursed Servicing Fees, Servicing Advances
      and Advances.

     

    Loan-to-Value
      Ratio:  With respect to any Mortgage Loan and as to 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 of
      determination and the denominator of which is the Appraised Value of the related
      Mortgaged Property.  For purposes of representation (xxxi) of Schedule
      II, the Loan-to-Value Ratio will be the loan-to-value ratio calculated in
      accordance with applicable state laws regarding primary mortgage
      insurance.

     

    Loan
      Group:  Any of Loan Group I, Sub-Group 1, Sub-Group 2, Sub-Group 3
      or Loan Group II, as applicable.

     

    Loan
      Group I:  Those Mortgage Loans identified on the Mortgage Loan
      Schedule as Sub-Group 1 Mortgage Loans, Sub-Group 2 Mortgage Loans and Sub-Group
      3 Mortgage Loans.

     

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

     

    Loan
      Seller:  With respect to any Mortgage Loan, the entity that sold
      such Mortgage Loan to the Transferor.

     

    Loss
      Allocation Limitation:  As defined in Section 4.03(c)
      hereof.

     

    Lost
      Mortgage Note:  Any Mortgage Note the original of which was
      permanently lost or destroyed and has not been replaced.

     


    
      
        
        

      

      
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    Majority
      in Interest:  As to any Class of Regular Certificates, the Holders
      of Certificates of such Class evidencing, in the aggregate, at least 51% of
      the
      Percentage Interests evidenced by all Certificates of such Class.

     

    Master
      REMIC:  As specified in the Preliminary Statement.

     

    Master
      Servicer:  Wells Fargo Bank, N.A., a national banking association,
      and its successors and assigns, in its capacity as Master Servicer
      hereunder.

     

    Master
      Servicer Event of Termination:  As defined in Section 7.01
      hereof.

     

    Master
      Servicing Compensation:  For any Distribution Date, all investment
      earnings on amounts on deposit in the Collection Account.

     

    Master
      Servicing Officer:  Any officer of the Master Servicer involved
      in, or responsible for, the administration and master servicing of the Mortgage
      Loans.

     

    MERS:  As
      defined in Section 2.01.

     

    Moody’s:  Moody’s
      Investors Service, Inc., or any successor thereto.  If Moody’s is
      designated as a Rating Agency in the Preliminary Statement, for purposes of
      Section 11.05(b), the address for notices to Moody’s shall be Moody’s Investors
      Service, Inc., 99 Church Street, New York, New York 10007,
      Attention:  Residential Mortgage Monitoring Group, or such other
      address as Moody’s may hereafter furnish to each other party to this
      Agreement.

     

    Mortgage:  The
      mortgage, deed of trust or other instrument creating a first lien on an estate
      in fee simple or leasehold interest in real property securing a Mortgage
      Note.

     

    Mortgage
      File:  The mortgage documents listed in Section 2.01 hereof
      pertaining to a particular Mortgage Loan and any additional documents delivered
      to the Custodian to be added to the Mortgage File pursuant to this
      Agreement.

     

    Mortgage
      Loan Purchase Agreement:  The Mortgage Loan Purchase Agreement,
      dated as of June 1, 2007, between the Transferor and the Depositor.

     


    
      
        
        

      

      
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    Mortgage
      Loan Schedule:  The list of Mortgage Loans (as from time to time
      amended by the Custodian to reflect the addition of Eligible Substitute Mortgage
      Loans and the deletion of Deleted Mortgage Loans pursuant to the provisions
      of
      this Agreement) transferred to the Trustee as part of the Trust Fund and from
      time to time subject to this Agreement, attached hereto as Schedule I, setting
      forth the following information with respect to each Mortgage
      Loan:  (1) the Mortgage Loan identifying number; (2) the Mortgagor’s
      first and last name; (3) the street address of the Mortgaged Property including
      the city, state and zip code; (4) the original principal balance of the Mortgage
      Loan; (5) the Scheduled Principal Balance of the Mortgage Loan as of the close
      of business on the Cut-off Date; (6) the unpaid principal balance of the
      Mortgage Loan as of the close of business on the Cut-off Date; (7) the last
      scheduled Due Date on which a Scheduled Payment was applied to the Scheduled
      Principal Balance; (8) the last Due Date on which a Scheduled Payment was
      actually applied to the unpaid principal balance; (9) the Mortgage Rate in
      effect immediately following origination; (10) the Mortgage Rate in effect
      immediately following the Cut-off Date (if different from (9)); (11) the amount
      of the Scheduled Payment at origination; (12) the amount of the Scheduled
      Payment as of the Cut-off Date (if different from (11)); (13) a code indicating
      whether the Mortgaged Property is owner occupied, a second home or an investor
      property; (14) a code indicating whether the Mortgaged Property is a single
      family residence, a two-family residence, a three-family residence, a
      four-family residence, a planned unit development, a condominium or a
      Cooperative Unit; (15) a code indicating the loan purpose (i.e., purchase,
      rate/term refinance, cash out refinance); (16) the stated maturity date; (17)
      the original months to maturity; (18) the remaining months to maturity from
      the
      Cut-off Date based on the original amortization schedule and, if different,
      the
      remaining months to maturity expressed in the same manner but based on the
      actual amortization schedule; (19) the origination date of the Mortgage Loan;
      (20) the Loan-to-Value Ratio at origination; (21) the date on which the first
      Scheduled Payment was due on the Mortgage Loan after the origination date;
      (22)
      a code indicating the documentation style of the Mortgage Loan; (23) a code
      indicating if the Mortgage Loan is subject to a Primary Insurance Policy and,
      if
      so, the name of the Qualified Mortgage Insurer, the certificate number and
      the
      coverage amount of the Primary Insurance Policy; (24) the Servicing Fee Rate;
      (25) a code indicating whether the Mortgage Loan is subject to a prepayment
      penalty and, if so, the term of such prepayment penalty; (26) the credit score
      (or mortgage score) of the Mortgagor; (27) the debt-to-income ratio of the
      Mortgage Loan; (28) a code indicating the originator of the Mortgage Loan;
      (29)
      a code indicating which Loan Pool such Mortgage Loan is included in; (30) the
      date on which the Loan was transferred to the Transferor; (31) the initial
      Servicer; (32) a code indicating whether the Mortgage Loan is a Cooperative
      Loan; and (33) a code indicating if the Mortgage Loan is subject to a
“lender-paid” Primary Insurance Policy, and if so, the name of the Qualified
      Mortgage Insurer, the certificate number and the coverage amount of the Primary
      Insurance Policy, and the Lender-Paid Mortgage Insurance Rate.

     

    Mortgage
      Loans:  Such of the mortgage loans and cooperative loans
      transferred and assigned to the Trustee pursuant to the provisions hereof as
      from time to time are held as a part of the Trust Fund (including any REO
      Property), the mortgage loans so held being identified in the Mortgage Loan
      Schedule, notwithstanding foreclosure or other acquisition of title of the
      related Mortgaged Property.  With respect to each Mortgage Loan that
      is a Cooperative Loan, if any, “Mortgage Loan” shall include, but not be limited
      to, the related Mortgage Note, Security Agreement, Assignment of Proprietary
      Lease, Recognition Agreement, Cooperative Shares and Proprietary Lease and,
      with
      respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage Loan”
shall include, but not be limited to the related Mortgage and the related
      Mortgage Note.

     


    
      
        
        

      

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

     

    Mortgage
      Rate:  The annual rate of interest borne by a Mortgage Note from
      time to time.

     

    Mortgaged
      Property:  The underlying real property securing a Mortgage Loan
      or, with respect to a Cooperative Loan, the related Cooperative Shares and
      Proprietary Lease.

     

    Mortgagor:  The
      obligor(s) on a Mortgage Note.

     

    Net
      Mortgage Rate:  As to each Mortgage Loan, and at any time, the per
      annum rate equal to the Mortgage Rate less the related Servicing Fee
      Rate.

     

    Net
      Prepayment Interest Shortfalls:  As to any Distribution Date and
      Loan Group, the amount by which the aggregate of Prepayment Interest Shortfalls
      for that Loan Group during the related Prepayment Period exceeds the amount
      of
      Compensating Interest available to such Loan Group for such Distribution
      Date.

     

    Nonrecoverable
      Advance:  Any portion of an Advance previously made or proposed to
      be made by the Servicer or the Master Servicer, as the case may be, that, in
      the
      good faith judgment of the Servicer or the Master Servicer, will not be
      ultimately recoverable by the Servicer or the Master Servicer from the related
      Mortgagor, related Liquidation Proceeds or otherwise.

     

    Notice
      of Final Distribution:  The notice to be provided pursuant to
      Section 10.02 to the effect that final distribution on any of the Certificates
      shall be made only upon presentation and surrender thereof.

     

    Notional
      Amount:  Not applicable.

     

    Offered
      Certificates:  As specified in the Preliminary
      Statement.

     

    Officer’s
      Certificate:  A certificate (i) signed by the Chairman of the
      Board, the Vice Chairman of the Board, the President, a Managing Director,
      a
      Vice President (however denominated), an Assistant Vice President, the
      Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
      Secretaries of the Depositor or the Master Servicer, or (ii) if provided for
      in
      this Agreement, signed by a Master Servicing Officer, as the case may be, and
      delivered to the Depositor, the Trustee and the Trust Administrator, as the
      case
      may be, as required by this Agreement.

     

    Opinion
      of Counsel:  A written opinion of counsel, who may be counsel for
      the Depositor or the Master Servicer, including in house counsel, reasonably
      acceptable to the Trustee or the Trust Administrator, as applicable;
provided, however, that, with respect to the interpretation or
      application of the REMIC Provisions, such counsel must (i) in fact be
      independent of the Depositor and the Master Servicer, (ii) not have any direct
      financial interest in the Depositor or the Master Servicer or in any affiliate
      of either, and (iii) not be connected with the Depositor or the Master Servicer
      as an officer, employee, promoter, underwriter, trustee, partner, director
      or
      person performing similar functions.

     


    
      
        
        

      

      
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    Optional
      Termination:  The termination of the Issuing Entity created
      hereunder in connection with the purchase of the Mortgage Loans pursuant to
      Section 10.01(a) hereof.

     

    Original
      Subordinate Principal Balance:  With respect to a group of
      Subordinate Certificates, the aggregate of the Certificate Principal Balances
      of
      that group of Subordinate Certificates as of the Closing Date.

     

    OTS:  The
      Office of Thrift Supervision.

     

    Outstanding:  With
      respect to the Certificates as of any date of determination, all Certificates
      theretofore executed and authenticated under this Agreement except:

     

    (a)           Certificates
      theretofore canceled by the Trust Administrator or delivered to the Trust
      Administrator for cancellation; and

     

    (b)           Certificates
      in exchange for which or in lieu of which other Certificates have been executed
      and delivered by the Trust Administrator pursuant to this
      Agreement.

     

    Outstanding
      Mortgage Loan:  As of any Due Date, a Mortgage Loan with a
      Scheduled Principal Balance greater than zero that was not the subject of a
      Principal Prepayment in Full prior to such Due Date and that did not become
      a
      Liquidated Loan prior to such Due Date.

     

    Ownership
      Interest:  As to any Residual Certificate, any ownership 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.

     

    Par
      Call Price:  With respect to each Mortgage Loan (not including REO
      Properties) to be purchased pursuant to Section 10.01(a) hereof, 100% of the
      unpaid principal balance of such Mortgage Loan, plus accrued and unpaid interest
      thereon at the applicable Net Mortgage Rate and any unreimbursed Advances,
      fees
      and expenses of the Master Servicer, Trust Administrator and
      Trustee.

     

    Pass-Through
      Rate:  For any interest bearing Class of Certificates, the per
      annum rate set forth or calculated in the manner described in the Preliminary
      Statement.

     

    Percentage
      Interest:  As to any Certificate, the percentage interest
      evidenced thereby in distributions required to be made on the related Class,
      such percentage interest being set forth on the face thereof or equal to the
      percentage obtained by dividing the Denomination of such Certificate by the
      aggregate of the Denominations of all Certificates of the same
      Class.

     

    Permitted
      Investments:  At any time, any one or more of the following
      obligations and securities:

     

    (a)           obligations
      of the United States or any agency thereof, provided such obligations are backed
      by the full faith and credit of the United States;

     


    
      
        
        

      

      
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    (b)           general
      obligations of or obligations guaranteed by any state of the United States
      or
      the District of Columbia receiving the highest long-term debt rating of each
      Rating Agency, or such lower rating as will not result in the downgrading or
      withdrawal of the ratings then assigned to the Certificates by either Rating
      Agency;

     

    (c)           commercial
      or finance company paper which is then receiving the highest commercial or
      finance company paper rating of each Rating Agency, or such lower rating as
      will
      not result in the downgrading or withdrawal of the ratings then assigned to
      the
      Certificates by either Rating Agency;

     

    (d)           certificates
      of deposit, demand or time deposits, or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal and/or state banking authorities, provided that the commercial paper
      and/or long term unsecured debt obligations of such depository institution
      or
      trust company are then rated in one of the two highest long-term and the highest
      short-term ratings of each Rating Agency for such securities, or such lower
      ratings as will not result in the downgrading or withdrawal of the rating then
      assigned to the Certificates by either Rating Agency;

     

    (e)           demand
      or time deposits or certificates of deposit issued by any bank or trust company
      or savings institution to the extent that such deposits are fully insured by
      the
      FDIC and are then rated in the highest long-term and the highest short-term
      ratings of each Rating Agency for such securities, or such lower ratings as
      will
      not result in the downgrading or withdrawal of the ratings then assigned to
      the
      Certificates by either Rating Agency;

     

    (f)           guaranteed
      reinvestment agreements issued by any bank, insurance company or other
      corporation containing, at the time of the issuance of such agreements, such
      terms and conditions as will not result in the downgrading or withdrawal of
      the
      rating then assigned to the Certificates by either Rating Agency;

     

    (g)           repurchase
      obligations with respect to any security described in clauses (a) and (b) above,
      in either case entered into with a depository institution or trust company
      (acting as principal) described in clause (d) above;

     

    (h)           securities
      (other than stripped bonds, stripped coupons or instruments sold at a purchase
      price in excess of 115% of the face amount thereof) bearing interest or sold
      at
      a discount issued by any corporation incorporated under the laws of the United
      States or any state thereof which, at the time of such investment, have the
      highest rating of each Rating Agency, or such lower rating as will not result
      in
      the downgrading or withdrawal of the rating then assigned to the Certificates
      by
      either Rating Agency, as evidenced by a signed writing delivered by each Rating
      Agency;

     


    
      
        
        

      

      
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    (i)           units
      of a taxable money market portfolio having the highest rating assigned by each
      Rating Agency and restricted to obligations issued or guaranteed by the United
      States of America or entities whose obligations are backed by the full faith
      and
      credit of the United States of America and repurchase agreements collateralized
      by such obligations;

     

    (j)           any
      mutual fund, money market fund, common trust fund or other pooled investment
      vehicle, the assets of which are limited to instruments that otherwise would
      constitute Permitted Investments hereunder, including any such fund that is
      managed by the Trust Administrator or Master Servicer or any affiliate of the
      Trust Administrator or Master Servicer or for which the Trust Administrator
      or
      Master Servicer or any affiliate of the Trust Administrator or Master Servicer
      acts as an adviser as long as such fund is rated in the highest rating category
      by each Rating Agency, if so rated; and

     

    (k)           such
      other investments bearing interest or sold at a discount acceptable to each
      Rating Agency as will not result in the downgrading or withdrawal of the rating
      then assigned to the Certificates by either Rating Agency, as evidenced by
      a
      signed writing delivered by each Rating Agency;

     

    provided
      that no such instrument shall be a Permitted Investment if such instrument
      evidences the right to receive interest only payments with respect to the
      obligations underlying such instrument.

     

    Permitted
      Transferee:  Any Person other than (i) the United States, any
      State or political subdivision thereof, or any agency or instrumentality of
      any
      of the foregoing, (ii) a foreign government, international organization or
      any
      agency or instrumentality of either of the foregoing, (iii) an organization
      (except certain farmers’ cooperatives described in section 521 of the Code)
      which is exempt from tax imposed by Chapter 1 of the Code (including the tax
      imposed by section 511 of the Code on unrelated business taxable income) on
      any
      excess inclusions (as defined in section 860E(c)(l) of the Code) with respect
      to
      any Residual Certificate, (iv) rural electric and telephone cooperatives
      described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
      citizen or resident of the United States, a corporation, partnership (except
      as
      provided in applicable Treasury Regulations), or other entity created or
      organized in or under the laws of the United States, any state thereof or the
      District of Columbia, 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
      Issuing Entity and one or more Persons described in this clause (v) have the
      authority to control all substantial decisions of the Issuing Entity (or, to
      the
      extent provided in applicable Treasury Regulations, certain trusts in existence
      on August 20, 1996 which are eligible to elect to be treated as United States
      persons) unless such Person has furnished the transferor and the Trust
      Administrator with a duly completed Internal Revenue Service Form W-8ECI or
      any
      applicable successor form, (vi) any Person with respect to whom income on any
      Residual Certificate is attributable to a foreign permanent establishment or
      fixed base, within the meaning of an applicable income tax treaty, of such
      Person or any other Person and (vii) any other Person so designated by the
      Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
      Interest in a Residual Certificate to such Person may cause any REMIC hereunder
      to fail to qualify as a REMIC at any time that the Certificates are
      outstanding.  The terms “United States,” “State” and “international
      organization” shall have the meanings set forth in section 7701 of the Code or
      successor provisions.  A corporation will not be treated as an
      instrumentality of the United States or of any State or political subdivision
      thereof for these purposes if all of its activities are subject to tax and,
      with
      the exception of Freddie Mac, a majority of its board of directors is not
      selected by such government unit.

     


    
      
        
        

      

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

     

    Physical
      Certificate:  As specified in the Preliminary
      Statement.

     

    Pledge
      Instruments:  With respect to each Cooperative Loan, the Stock
      Power, the Assignment of Proprietary Lease and the Security
      Agreement.

     

    Prepayment
      Interest Shortfall:  As to any Distribution Date, Mortgage Loan
      and Principal Prepayment received or, in the case of partial Principal
      Prepayments, applied, during the applicable Prepayment Period, the amount,
      if
      any, by which one month’s interest at the related Net Mortgage Rate on such
      Principal Prepayment exceeds the amount of interest at the Net Mortgage Rate
      paid in connection with such Principal Prepayment.

     

    Prepayment
      Period:  As to any Distribution Date and any voluntary Principal
      Prepayment of a Mortgage Loan, the calendar month preceding the month in which
      such Distribution Date occurs.

     

    Primary
      Insurance Policy:  Each policy of primary mortgage guaranty
      insurance or any replacement policy therefor with respect to any Mortgage
      Loan.

     

    Principal
      Prepayment:  Any payment of principal by a Mortgagor on a Mortgage
      Loan that is received in advance of its scheduled Due Date, excluding any
      prepayment penalty or premium thereon, and is not accompanied by an amount
      representing scheduled interest due on any date or dates in any month or months
      subsequent to the month of prepayment.  Partial Principal Prepayments
      will be applied by the Servicer in accordance with the terms of the Servicing
      Agreement and in accordance with the terms of the related Mortgage Note, and
      to
      the extent the Mortgage Note does not provide otherwise, shall be applied in
      the
      Prepayment Period preceding the receipt thereof.

     

    Principal
      Prepayment in Full:  Any Principal Prepayment made by a Mortgagor
      of the entire principal balance of a Mortgage Loan.

     

    Principal
      Relocation Payments:  A payment from one Corresponding Loan Group
      to the Sub-WAC REMIC Regular Interests related to another Corresponding Loan
      Group as provided in the Preliminary Statement.

     

    Private
      Certificate:  As specified in the Preliminary
      Statement.

     

    Proprietary
      Lease:  The lease on a Cooperative Unit evidencing the possessory
      interest of the owner of the Cooperative Shares in such Cooperative
      Unit.

     

    Prospectus
      Supplement:  The Prospectus Supplement dated June 28, 2007
      relating to the Offered Certificates.

     


    
      
        
        

      

      
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    Protected
      Account:  An account established and maintained for the benefit of
      Certificateholders by the Servicer with respect to the related Mortgage Loans
      and with respect to REO Property pursuant to the Servicing
      Agreement.  Each Protected Account is required to be an Eligible
      Account.

     

    PCAOB:  The
      Public Company Accounting Oversight Board.

     

    Purchase
      Price:  With respect to any Mortgage Loan required to be purchased
      by the Transferor pursuant to Section 2.02 or 2.03 hereof, an amount equal
      to
      (a) the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan
      on
      the date of such purchase, (ii) accrued and unpaid interest thereon at the
      applicable Mortgage Rate from the date through which interest was last paid
      by
      the Mortgagor or the Servicer or the Master Servicer, as the case may be, made
      an Advance in respect thereof (which was not reimbursed) to the Due Date in
      the
      month in which the Purchase Price is to be distributed to Certificateholders
      and
      (iii) in the event that such Mortgage Loan is repurchased by the Transferor
      due
      to a breach of the Transferor's representations and warranties listed in clauses
      (xiii) or (xxxiv) of Schedule II to this Agreement relating to applicable
      anti-predatory and abusive lending laws, any costs and damages incurred by
      the
      Issuing Entity in connection with a violation of a predatory or abusive lending
      law with respect to such Mortgage Loan, less (b) any Amounts Held for
      Future Distribution related to such Mortgage Loan with respect to the
      Distribution Date in the month in which the Purchase Price is to be distributed
      to Certificateholders.

     

    Qualified
      Insurer:  A mortgage guaranty insurance company duly qualified as
      such under the laws of the state of its principal place of business and each
      state having jurisdiction over such insurer in connection with the insurance
      policy issued by such insurer, duly authorized and licensed in such states
      to
      transact a mortgage guaranty insurance business in such states and to write
      the
      insurance provided by the insurance policy issued by it, approved as a Fannie
      Mae approved mortgage insurer and having a claims paying ability rating of
      at
      least “AA” or equivalent rating by a nationally recognized statistical rating
      organization.  Any replacement insurer with respect to a Mortgage Loan
      must have at least as high a claims paying ability rating as the insurer it
      replaces had on the Closing Date.

     

    Qualified
      Mortgage Insurer:  Any mortgage insurer that is Fannie Mae and
      Freddie Mac approved.

     

    Rating
      Agency:  Each of the Rating Agencies specified in the Preliminary
      Statement.  If any such organization or a successor is no longer in
      existence, “Rating Agency” shall be such nationally recognized statistical
      rating organization, or other comparable Person, as is designated by the
      Depositor, notice of which designation shall be given to the Trustee and the
      Trust Administrator.  References herein to a given rating category of
      a Rating Agency shall mean such rating category without giving effect to any
      modifiers.

     


    
      
        
        

      

      
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    Realized
      Loss:  With respect to each Mortgage Loan that is a Liquidated
      Loan, an amount (not less than zero or more than the Scheduled Principal Balance
      of the Mortgage Loan) as of the date of such liquidation equal to (i) the unpaid
      principal balance of the Liquidated Loan as of the date of such liquidation,
      plus (ii) interest at the Net Mortgage Rate from the Due Date as to
      which interest was last paid or advanced (and not reimbursed) to
      Certificateholders up to the Due Date in the month in which Liquidation Proceeds
      are required to be distributed on the Scheduled Principal Balance of such
      Liquidated Loan, minus (iii) the Liquidation Proceeds, if any, received
      during the month in which such liquidation occurred, to the extent applied
      as
      recoveries of interest at the Net Mortgage Rate and to principal of the
      Liquidated Loan.  With respect to each Mortgage Loan which has become
      the subject of a Deficient Valuation, if the principal amount due under the
      related Mortgage Note has been reduced, 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.

     

    Recognition
      Agreement:  An Agreement among a Cooperative Corporation, a lender
      and a Mortgagor with respect to a Cooperative Loan whereby such parties (i)
      acknowledge that such lender may make, or intends to make, such Cooperative
      Loan
      and (ii) make certain agreements with respect to such Cooperative
      Loan.

     

    Record
      Date:  With respect to any Distribution Date and all classes of
      certificates, the close of business on the last Business Day of the month
      preceding the month in which such Distribution Date occurs.

     

    Recovery:  With
      respect to any Distribution Date and any Mortgage Loan, an amount, net of any
      reimbursable expenses, received in respect of principal on such Mortgage Loan
      during the related Prepayment Period, which has previously been allocated as
      a
      Realized Loss to a Class of Certificates.

     

    Refinancing
      Mortgage Loan:  Any Mortgage Loan originated in connection with
      the refinancing of an existing mortgage loan.

     

    Regular
      Certificates: The Certificates, other than the Residual
      Certificates.

     

    Regulation
      AB:  Subpart 229.1100 – Asset Backed Securities (Regulation AB),
      17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time,
      and subject to such clarification and interpretation as have been provided
      by
      the Commission in the adopting release (Asset-Backed Securities, Securities
      Act
      Release No. 33-8518, 70 Fed Reg. 1,506 – 1,631 (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.

     

    Relevant
      Servicing Criteria:  The Servicing Criteria applicable to each
      party, as set forth on Exhibit X attached hereto.  Multiple parties
      can have responsibility for the same Relevant Servicing
      Criteria.  With respect to a Servicing Function Participant engaged by
      any of the Master Servicer, the Trust Administrator or the Servicer, the term
      Relevant Servicing Criteria may refer to a portion of the Relevant Servicing
      Criteria applicable to such party.

     


    
      
        
        

      

      
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    Relief
      Act:  The Servicemembers Civil Relief Act, as amended, or any
      comparable state or local statute (including the comparable provisions under
      the
      California Military and Veterans Code, as amended).

     

    Relief
      Act Reduction:  With respect to any Distribution Date and any
      Mortgage Loan as to which there has been a reduction in the amount of interest
      collectible thereon for the most recently ended calendar month as a result
      of
      the application of the Relief Act, the amount, if any, by which (i) interest
      collectible on such Mortgage Loan for the most recently ended calendar month
      is
      less than (ii) interest accrued thereon for such month pursuant to the Mortgage
      Note.

     

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

     

    REMIC
      Change of Law:  Any proposed, temporary or final regulation,
      revenue ruling, revenue procedure or other official announcement or
      interpretation relating to REMICs and the REMIC Provisions issued after the
      Closing Date.

     

    REMIC
      Provisions:  Provisions of the federal income tax law relating to
      real estate mortgage investment conduits, which appear at sections 860A through
      860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
      regulations promulgated thereunder, as the foregoing may be in effect from
      time
      to time as well as provisions of applicable state laws.

     

    REO
      Property:  A Mortgaged Property acquired by the Trust Fund through
      foreclosure, deed-in-lieu of foreclosure, repossession or otherwise in
      connection with a defaulted Mortgage Loan.

     

    Reportable
      Event:  As defined in Section 9.12.

     

    Reporting
      Servicer:  As defined in Section 9.12(b)(i).

     

    Required
      Insurance Policy:  With respect to any Mortgage Loan, any
      insurance policy that is required to be maintained from time to time under
      the
      Servicing Agreement.

     

    Residual
      Interests:  As specified in the Preliminary
      Statement.

     

    Responsible
      Officer:  When used with respect to the Trustee or the Trust
      Administrator, any Director, any Managing Director, any Associate, any Vice
      President, any Assistant Vice President, the Secretary, any Assistant Secretary,
      any Trust Officer or any other officer of the Trustee or Trust Administrator,
      as
      applicable, customarily performing functions similar to those performed by
      any
      of the above designated officers having direct responsibility for the
      administration of this Agreement and also to whom, with respect to a particular
      matter, such matter is referred because of such officer’s knowledge of and
      familiarity with the particular subject.

     

    Restricted
      Classes:  As defined in Section 4.02(c).

     


    
      
        
        

      

      
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    S&P:  Standard
      and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or
      any successor thereto.  If S&P is designated as a Rating Agency in
      the Preliminary Statement, for purposes of Section 11.05(b), the address for
      notices to S&P shall be Standard and Poor’s Ratings Services, a division of
      The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,
      Attention:  Residential Mortgage Monitoring Group, or such other
      address as S&P may hereafter furnish to each other party to this
      Agreement.

     

    Sarbanes-Oxley
      Act:  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:  As defined in Section 9.12.

     

    Scheduled
      Payment:  The scheduled monthly payment on a Mortgage Loan due on
      any Due Date allocable to principal and/or interest on such Mortgage Loan which,
      unless otherwise specified herein, shall give effect to any related Debt Service
      Reduction and any Deficient Valuation that affects the amount of the monthly
      payment due on such Mortgage Loan.

     

    Scheduled
      Principal Balance:  As to any Mortgage Loan and any Distribution
      Date, the unpaid principal balance of such Mortgage Loan as of such Due Date
      in
      the month preceding the month in which such Distribution Date occurs, as
      specified in the amortization schedule at the time relating thereto (before
      any
      adjustment to such amortization schedule by reason of any moratorium or similar
      waiver or grace period) after giving effect to any previous partial Principal
      Prepayments and Liquidation Proceeds allocable to principal received during
      the
      Prepayment Period for the prior Distribution Date (other than with respect
      to
      any Liquidated Loan), and to the payment of principal due on such Due Date
      and
      irrespective of any delinquency in payment by the related
      Mortgagor.  The Scheduled Principal Balance of any Mortgage Loan that
      has been prepaid in full or has become a Liquidated Loan during the related
      Prepayment Period shall be zero.

     

    Securities
      Act:  The Securities Act of 1933, as amended.

     

    Security
      Agreement: With respect to a Cooperative Loan, the agreement or mortgage
      creating a security interest in favor of the originator of the Cooperative
      Loan
      in the related Cooperative Shares.

     

    Senior
      Certificates:  As specified in the Preliminary
      Statement.

     

    Senior
      Final Distribution Date:  With respect to any Loan Group, the
      Distribution Date on which the respective Certificate Principal Balances of
      the
      Senior Certificates in each such Loan Group have each been reduced to
      zero.

     


    
      
        
        

      

      
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    Senior
      Optimal Principal Amount:  For any Distribution Date and any Loan
      Group, the sum for all Mortgage Loans contributing to such Loan Group of (i)
      the
      related Senior Percentage of: (a) the principal portion of each Scheduled
      Payment (without giving effect, prior to the Bankruptcy Coverage Termination
      Date, to any reductions thereof caused by any Debt Service Reductions or
      Deficient Valuations) due on each such Mortgage Loan on the related Due Date,
      (b) the principal portion of the Purchase Price of each such Mortgage Loan
      that
      was repurchased by the Transferor pursuant to this Agreement as of such
      Distribution Date, (c) the Substitution Adjustment Amount in connection with
      any
      Deleted Mortgage Loan contributing to such Loan Group received with respect
      to
      such Distribution Date and (d) any Liquidation Proceeds (including Insurance
      Proceeds) allocable to recoveries of principal of Mortgage Loans related to
      such
      Loan Group that are not yet Liquidated Loans received during the calendar month
      preceding the month of such Distribution Date, (ii) with respect to each such
      Mortgage Loan that became a Liquidated Loan during the calendar month preceding
      the month of such Distribution Date, the lesser of (a) the Senior Percentage
      of
      the Scheduled Principal Balance of such Mortgage Loan, or (b) either (A) the
      related Senior Prepayment Percentage, or (B) if an Excess Loss was sustained
      with respect to such Liquidated Loan during such prior calendar month, the
      related Senior Percentage of the amount of the Liquidation Proceeds allocable
      to
      principal received with respect to such Mortgage Loan, (iii) the related Senior
      Prepayment Percentage of the sum of (a) all Principal Prepayments in Full
      received on the Mortgage Loans contributing to such Loan Group during the
      related Prepayment Period and (b) all partial Principal Prepayments on the
      Mortgage Loans contributing to such Loan Group applied during the related
      Prepayment Period, and (iv) with respect to any Distribution Date prior to
      the
      Cross-Over Date only, the related Senior Prepayment Percentage of the Recoveries
      for such Loan Group received during the related Prepayment Period;
provided, however, that if a Bankruptcy Loss that is an Excess
      Loss is sustained with respect to such Mortgage Loan that is not a Liquidated
      Loan, the Senior Optimal Principal Amount for that related Loan Group will
      be
      reduced on the related Distribution Date by the Senior Percentage of the
      principal portion of such Bankruptcy Loss.

     

    Senior
      Percentage:  As to any Distribution Date and Loan Group, the
      lesser of (a) 100% and (b) the percentage equivalent of a fraction the numerator
      of which is the aggregate of the Certificate Principal Balances of each Class
      of
      Senior Certificates in such Loan Group immediately preceding such Distribution
      Date and the denominator of which is the aggregate of the Scheduled Principal
      Balance of each Mortgage Loan contributing to the related Loan Group for such
      Distribution Date.

     


    
      
        
        

      

      
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    Senior
      Prepayment Percentage:  With respect to any Certificate Group and
      any Distribution Date during the seven years beginning on the first Distribution
      Date, 100%.  The Senior Prepayment Percentage for any Certificate
      Group and any Distribution Date occurring on or after the seventh anniversary
      of
      the first Distribution Date will, except as provided herein, be as
      follows:  for any Distribution Date in the first year thereafter, the
      Senior Percentage for such Certificate Group plus 70% of the related
      Subordinate Percentage for such Certificate Group for such Distribution Date;
      for any Distribution Date in the second year thereafter, the Senior Percentage
      for such Certificate Group plus 60% of the related Subordinate
      Percentage for such Certificate Group for such Distribution Date; for any
      Distribution Date in the third year thereafter, the Senior Percentage for such
      Certificate Group plus 40% of the related Subordinate Percentage for
      such Certificate Group for such Distribution Date; for any Distribution Date
      in
      the fourth year thereafter, the Senior Percentage for such Certificate Group
      plus 20% of the related Subordinate Percentage for such Certificate
      Group for such Distribution Date; and for any Distribution Date thereafter,
      the
      Senior Percentage for such Certificate Group for such Distribution Date (unless
      on any Distribution Date the Senior Percentage for any Certificate Group exceeds
      the initial Senior Percentage for such Certificate Group, in which case the
      Senior Prepayment Percentage for each Certificate Group for such Distribution
      Date will once again equal 100%).  Notwithstanding the foregoing, no
      decrease in the Senior Prepayment Percentage for any Certificate Group will
      occur unless both of the related Senior Stepdown Conditions are satisfied;
      provided, however, that if on any Distribution Date the Senior
      Prepayment Percentage is not permitted to decrease because one or both of the
      related Senior Stepdown Conditions are not satisfied, such Senior Stepdown
      Conditions shall be tested on each succeeding Distribution Date and if both
      Senior Stepdown Conditions are satisfied the Senior Prepayment Percentage for
      that Loan Group shall decrease; and provided, further, that upon
      the occurrence of a decrease in the Senior Prepayment Percentage for any
      Certificate Group during one of the periods described in the definition of
      “Senior Stepdown Conditions,” such decrease shall remain in effect for the
      remainder of such period.

     

    Notwithstanding
      the preceding paragraph, if (x) prior to the Distribution Date in July 2010,
      the
      Subordinate Percentage for a Certificate Group is at least 200% of that
      Subordinate Percentage as of the Closing Date, the Senior Stepdown Conditions
      are satisfied with respect to the related Certificate Group and cumulative
      Realized Losses with respect to the related Certificate Group do not exceed
      20%
      of the aggregate Certificate Principal Balance of related to a group of
      Subordinated Certificates as of the Closing Date, the related Senior Prepayment
      Percentage for the related Certificates will equal the related Senior Percentage
      for that Distribution Date plus 50% of the related Subordinate Percentage and
      (y) on or after the Distribution Date in July 2010, the Subordinate Percentage
      for a Certificate Group is at least 200% of that Subordinate Percentage as
      of
      the Closing Date, the Senior Stepdown Conditions are satisfied with respect
      to
      the related Certificate Group and cumulative Realized Losses with respect to
      the
      related Certificate Group do not exceed 30% of the aggregate Certificate
      Principal Balance of the related group of Subordinated Certificates as of the
      Closing Date, the Senior Prepayment Percentage for that Certificate Group will
      equal the Senior Percentage.

     


    
      
        
        

      

      
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    Senior
      Stepdown Conditions:  With respect to any Certificate Group, as of
      the last day of the month preceding the applicable Distribution Date as to
      which
      any decrease in the Senior Prepayment Percentage for such Certificate Group
      applies, (i) the aggregate Scheduled Principal Balance of all of the Mortgage
      Loans delinquent 60 days or more (including delinquent Mortgage Loans in
      bankruptcy, and all Mortgage Loans in foreclosure and REO Properties), as a
      percentage of the aggregate Certificate Principal Balance of the related group
      of Subordinate Certificates on such Distribution Date, does not equal or exceed
      50% and (ii) cumulative Realized Losses with respect to all of the Mortgage
      Loans do not exceed (a) with respect to the Distribution Date on the seventh
      anniversary of the first Distribution Date, 30% of the Original Subordinate
      Principal Balance, (b) with respect to the Distribution Date on the eighth
      anniversary of the first Distribution Date, 35% of the related Original
      Subordinate Principal Balance, (c) with respect to the Distribution Date on
      the
      ninth anniversary of the first Distribution Date, 40% of the related Original
      Subordinate Principal Balance, (d) with respect to the Distribution Date on
      the
      tenth anniversary of the first Distribution Date, 45% of the related Original
      Subordinate Principal Balance and (e) with respect to the Distribution Date
      on
      the eleventh anniversary of the first Distribution Date, 50% of the related
      Original Subordinate Principal Balance.

     

    Servicer:  SunTrust
      or Wells Fargo, as applicable.

     

    Servicer
      Remittance Date:  With respect to the Servicer and any
      Distribution Date, the 18th day of each calendar month, or if such 18th day
      is
      not a Business Day, the immediately preceding Business Day.

     

    Servicing
      Advances:  All customary, reasonable and necessary “out of pocket”
costs and expenses incurred in the performance by the Master Servicer of
      its
      master servicing obligations or the Servicer, as the case may be, of its
      servicing obligations, including, but not limited to, the cost of (i) the
      preservation, restoration and protection of a Mortgaged Property, (ii) any
      expenses reimbursable to the Master Servicer or the Servicer, as the case may
      be, pursuant to Section 3.11 and any enforcement or judicial proceedings,
      including foreclosures, (iii) the management and liquidation of any REO Property
      and (iv) compliance with the obligations under Section 3.09.

     

    Servicing
      Agreement: the SunTrust Servicing Agreement, the SunTrust Assignment
      Agreement, the Wells Fargo Servicing Agreement and the Wells Fargo Assignment
      Agreement.

     

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

     

    Servicing
      Fee:  As to each Mortgage Loan and any Distribution Date, an
      amount payable out of each full payment of interest received on such Mortgage
      Loan and equal to one twelfth of the Servicing Fee Rate multiplied by
      the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in
      the
      month immediately preceding the month in which such Distribution Date occurs
      (after giving effect to any Scheduled Payments due on such Mortgage Loan on
      such
      Due Date), subject to reduction for any Compensating Interest payments required
      to be made by the Servicer.

     


    
      
        
        

      

      
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    Servicing
      Fee Rate:  With respect to each Mortgage Loan, the per annum rate
      set forth on the Mortgage Loan Schedule.

     

    Servicing
      Function Participant:  Any Subservicer, Subcontractor or any other
      Person, other than the Servicer, the Master Servicer and the Trust
      Administrator, that is participating in the servicing function within the
      meaning of Regulation AB, unless such Person’s activities relate only to 5% or
      less of the Mortgage Loans (calculated by Aggregate Pool Principal
      Balance).

     

    Special
      Hazard Coverage Termination Date:  The point in time at which the
      Special Hazard Loss Coverage Amount is reduced to zero.

     

    Special
      Hazard Loss:  Any Realized Loss as reported by the Servicer to the
      Master Servicer suffered by a Mortgaged Property on account of direct physical
      loss but not including (i) any loss of a type covered by a hazard insurance
      policy or a flood insurance policy required to be maintained with respect to
      such Mortgaged Property pursuant to Section 3.11 to the extent of the amount
      of
      such loss covered thereby, or (ii) any loss caused by or resulting
      from:

     

    (a)           normal
      wear and tear;

     

    (b)           fraud,
      conversion or other dishonest act on the part of the Trustee, the Trust
      Administrator, the Servicer, the Master Servicer or any of their agents or
      employees (without regard to any portion of the loss not covered by any errors
      and omissions policy);

     

    (c)           errors
      in design, faulty workmanship or faulty materials, unless the collapse of the
      property or a part thereof ensues and then only for the ensuing
      loss;

     

    (d)           nuclear
      or chemical reaction or nuclear radiation or radioactive or chemical
      contamination, all whether controlled or uncontrolled, and whether such loss
      be
      direct or indirect, proximate or remote or be in whole or in part caused by,
      contributed to or aggravated by a peril covered by the definition of the term
      “Special Hazard Loss”;

     

    (e)           hostile
      or warlike action in time of peace and war, including action in hindering,
      combating or defending against an actual, impending or expected
      attack:

     

    (i)           by
      any government or sovereign power, de jure or de facto, or by
      any authority maintaining or using military, naval or air forces;
      or

     

    (ii)           by
      military, naval or air forces; or

     

    (iii)           by
      an agent of any such government, power, authority or forces;

     

    (f)           any
      weapon of war employing nuclear fission, fusion or other radioactive force,
      whether in time of peace or war; or

     


    
      
        
        

      

      
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    (g)           insurrection,
      rebellion, revolution, civil war, usurped power or action taken by governmental
      authority in hindering, combating or defending against such an occurrence,
      seizure or destruction under quarantine or customs regulations, confiscation
      by
      order of any government or public authority or risks of contraband or illegal
      transportation or trade.

     

    Special
      Hazard Loss Coverage Amount:  With respect to each Group and any
      Distribution Date, $5,448,831 for Loan Group I and $4,718,000 for Loan Group
      II
less (i) the aggregate amount of Special Hazard Losses that would have
      been previously allocated to the Subordinate Certificates in the related Loan
      Group in the absence of the Loss Allocation Limitation and (ii) the related
      Adjustment Amount as of the most recent anniversary of June 1,
      2007.  As of any Distribution Date on or after the Cross-Over Date,
      the Special Hazard Loss Coverage Amount shall be zero.

     

    All
      principal balances for the purpose of this definition will be calculated as
      of
      the first day of the calendar month preceding the month of such Distribution
      Date after giving effect to Scheduled Payments on the Mortgage Loans then due,
      whether or not paid.

     

    Special
      Hazard Mortgage Loan:  A Liquidated Loan as to which a Special
      Hazard Loss has occurred.

     

    Standard
      & Poor’s Glossary:  The current Standard & Poor’s LEVELS®
Glossary, as may be in effect from time to time.

     

    Startup
      Day:  The Closing Date.

     

    Stock
      Power:  With respect to a Cooperative Loan, an assignment of the
      stock certificate or an assignment of the Cooperative Shares issued by the
      Cooperative Corporation.

     

    Subcontractor:  Any
      outsourcer that performs one or more discrete functions identified in Item
      1122(d) of Regulation AB with respect to more than 5% but less than 10% of
      the
      Mortgage Loans under the direction or authority of the Master Servicer, the
      Trust Administrator, the Custodian or the Servicer (measured by Aggregate Pool
      Principal Balance of the Mortgage Loans, annually at the commencement of the
      calendar year prior to the year in which an Assessment of Compliance is required
      to be delivered, multiplied by a fraction, the numerator of which is the number
      of months during which such Subcontractor performs such discrete functions
      and
      the denominator of which is 12, or, in the case of the year in which the Closing
      Date occurs, the number of months elapsed in such calendar year).

     

    Sub-Group
      1:  Those Mortgage Loans identified on the Mortgage Loan Schedule
      as Sub-Group 1 Mortgage Loans.

     

    Sub-Group
      2:  Those Mortgage Loans identified on the Mortgage Loan Schedule
      as Sub-Group 2 Mortgage Loans.

     


    
      
        
        

      

      
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    Sub-Group
      3:  Those Mortgage Loans identified on the Mortgage Loan Schedule
      as Sub-Group 3 Mortgage Loans.

     

    Subordinate
      Certificates:  As specified in the Preliminary
      Statement.

     

    Subordinate
      Optimal Principal Amount:  For any Distribution Date and each Loan
      Group, the sum for each Mortgage Loan contributing to such Loan Group of (i)
      the
      related Subordinate Percentage of: (a) the principal portion of each Scheduled
      Payment (without giving effect, prior to the Bankruptcy Coverage Termination
      Date, to any reductions thereof caused by any Debt Service Reductions or
      Deficient Valuations) due on each such Mortgage Loan on the related Due Date,
      (b) the principal portion of the Purchase Price of each such Mortgage Loan
      that
      was repurchased by the Transferor pursuant to this Agreement as of such
      Distribution Date, (c) the Substitution Adjustment Amount in connection with
      any
      Deleted Mortgage Loan contributing to such Loan Group received with respect
      to
      such Distribution Date and (d) any Liquidation Proceeds (including Insurance
      Proceeds) allocable to recoveries of principal of Mortgage Loans contributing
      to
      such Loan Group that are not yet Liquidated Loans received during the calendar
      month preceding the month of such Distribution Date, (ii) with respect to each
      such Mortgage Loan that became a Liquidated Loan during the calendar month
      preceding the month of such Distribution Date, the portion of the amount of
      the
      Liquidation Proceeds allocable to principal received with respect to such
      Mortgage Loan that was not included in clause (ii) of the definition of “Senior
      Optimal Principal Amount” with respect to such Distribution Date, (iii) the
      Subordinate Prepayment Percentage of the sum of (A) all Principal Prepayments
      in
      full received on the Mortgage Loans contributing to such Loan Group during
      the
      related Prepayment Period and (B) all partial Principal Prepayments on the
      Mortgage Loans contributing to such Loan Group applied during the related
      Prepayment Period, and (iv) with respect to any Distribution Date prior to
      the
      applicable Cross-Over Date only, the related Subordinate Prepayment Percentage
      of the Recoveries for such Loan Group received during the related Prepayment
      Period; provided, however, that if a Bankruptcy Loss that is an
      Excess Loss is sustained with respect to a Mortgage Loan contributing to such
      Sub-Loan Group that is not a Liquidated Loan, the Group I Subordinate Optimal
      Principal Amount will be reduced on the related Distribution Date by the related
      Subordinate Percentage of the principal portion of such Bankruptcy
      Loss.

     

    Subordinate
      Pass-Through Rate:  As defined in the Preliminary
      Statement.

     

    Subordinate
      Principal Distribution Amount:  With respect to a group of
      Subordinate Certificates, the aggregate amount which would be payable as
      principal on that group of Subordinate Certificates from the related Available
      Funds after application of the Available Funds (i) to make payments on the
      related group of Senior Certificates, in accordance with Section 4.02(a)(i)
      or
      (ii), as applicable, items first and second and Section
      4.02(d), and (ii) to make payments of Accrued Certificate Interest to that
      group
      of Subordinate Certificates in accordance with Section 4.02(a)(i) priority
      fourth.

     

    Subordinated
      Portion:  For any Distribution Date and Loan Group, an amount
      equal to the aggregate Stated Principal Balance of the Mortgage Loans in that
      Loan Group as of the Due Date in the month prior to the month of such
      Distribution Date, minus the aggregate Class Certificate Balance of the
      related Senior Certificates immediately prior to such Distribution
      Date.

     


    
      
        
        

      

      
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    Subordinate
      Percentage:  As to any Distribution Date and any Loan Group, 100%
minus the related Senior Percentage for the related group of Senior
      Certificates for such Distribution Date.

     

    Subordinate
      Prepayment Percentage:  As to any Distribution Date and any Loan
      Group, 100% minus the related Senior Prepayment Percentage for such
      Loan Group for such Distribution Date, except that, on any Distribution Date
      after the related Senior Final Distribution Date for any Loan Group, the related
      Subordinate Prepayment Percentage for each such Loan Group will equal
      100%.

     

    Subservicer:  Any
      Person that (a) services Mortgage Loans on behalf of the Servicer pursuant
      to a
      subservicing agreement and is responsible for the performance of the material
      servicing functions required to be performed by the Servicer under the Servicing
      Agreement that are identified in Item 1122(d) of Regulation AB with respect
      to
      10% or more of the Mortgage Loans under the direction or authority of the
      Servicer (measured by Aggregate Pool Principal Balance of the Mortgage Loans,
      annually at the commencement of the calendar year prior to the year in which
      an
      Assessment of Compliance is required to be delivered, multiplied by a fraction,
      the numerator of which is the number of months during which such Subservicer
      services the related Mortgage Loans and the denominator of which is 12, or,
      in
      the case of the year in which the Closing Date occurs, the number of months
      elapsed in such calendar year).

     

    Subsidiary
      REMIC :  As specified in the Preliminary Statement.

     

    Subsidiary
      REMIC Regular Interest:  As specified in the Preliminary
      Statement.

     

    Substitution
      Adjustment Amount:  The meaning ascribed to such term pursuant to
      Section 2.03.

     

    SunTrust:  SunTrust
      Mortgage, Inc., a Virginia corporation, and its successors and assigns, in
      its
      capacity as Servicer of the SunTrust Mortgage Loans.

     

    SunTrust
      Assignment Agreement:  The Reconstituted Purchase, Warranties and
      Servicing Agreement, dated as of June 28, 2007, between SunTrust and the
      Depositor, whereby SunTrust recognized the transfer of the Group I Mortgage
      Loans from the Transferor to the Depositor and from the Depositor to the Trustee
      and the Servicing Agreement, to the extent it relates to the servicing of the
      Group I Mortgage Loans, was amended for the benefit of the
      Certificateholders.

     

    SunTrust
      Mortgage Loans:  The Mortgage Loans for which SunTrust is listed
      as “Servicer” on the Mortgage Loan Schedule.

     

    SunTrust
      Servicing Agreement:  Solely with respect to the SunTrust Mortgage
      Loans, the Amended and Restated Purchase, Warranties and Servicing Agreement,
      dated as of December 1, 2004, by and between the Transferor, as purchaser and
      SunTrust, as seller and as servicer, as amended by Amendment Number One, dated
      as of July 1, 2005, as further amended by Amendment Number Two, dated as of
      February 28, 2006, as further amended by Amendment Number Three, dated as of
      April 1, 2006, as further amended by Amendment Number Four, dated as of August
      1, 2006 and as further amended by Amendment Number Five dated as of March 21,
      2007, and as the same may be further amended from time to time, and any
      assignments and conveyances related to the SunTrust Mortgage Loans.

     


    
      
        
        

      

      
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    Tax
      Matters Person:  In the case of each REMIC created by this
      Agreement, the person designated as “tax matters person” in the manner provided
      under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section
      301.6231(a)(7)-1 for such REMIC.

     

    Transfer:  Any
      direct or indirect transfer or sale of any Ownership Interest in a Residual
      Certificate.

     

    Transferor:  UBS
      Real Estate Securities Inc., a Delaware corporation, seller of the Mortgage
      Loans to the Depositor pursuant to the Mortgage Loan Purchase
      Agreement.

     

    Trust
      Administrator:  Wells Fargo, in its capacity as Trust
      Administrator and any successor appointed hereunder.

     

    Trust
      Administrator Compensation:  All investment earnings on amounts on
      deposit in the Distribution Account.

     

    Trust
      Fund:  The corpus of the trust created hereunder consisting
      of:  (a) the Mortgage Loan Purchase Agreement and the Servicing
      Agreement solely as the Servicing Agreement relates to the Mortgage Loans being
      serviced by the related Servicer (other than those rights under the Servicing
      Agreement that do not relate to servicing of the Mortgage Loans (including,
      without limitation, the representations and warranties made by each Servicer
      (with respect to the Mortgage Loans sold to the Transferor) and the document
      delivery requirements of each Servicer and the remedies (including
      indemnification) available for breaches thereto), which rights were retained
      by
      the Transferor pursuant to the Assignment Agreement); (b) the Mortgage Loans
      and
      all interest and principal received on or with respect thereto after the Cut-off
      Date to the extent not applied in computing the Cut-off Date Principal Balance
      thereof; (c) the Collection Account and the Distribution Account, and all
      amounts deposited therein pursuant to the applicable provisions of this
      Agreement; (d) property that secured a Mortgage Loan and has been acquired
      by
      foreclosure, deed-in-lieu of foreclosure or otherwise; and (e) all proceeds
      of
      the conversion, voluntary or involuntary, of any of the foregoing.

     

    Trustee:  U.S.
      Bank National Association and, if a successor trustee is appointed hereunder,
      such successor, both in its capacity as trustee under this Agreement and the
      Trust Agreement.

     

    Uncertificated
      REMIC Interests: The REMIC regular interests issued by the Master REMIC in
      uncertificated form as specified in the Preliminary Statement.

     

    Undercollateralized
      Group:  With respect to any Sub-Group with respect to which, on
      any Distribution Date, the aggregate Certificate Principal Balance of the
      related Senior Certificates (other than the Interest Only Certificates) related
      to such Certificate Group (after giving effect to distributions to be made
      on
      such Distribution Date) is greater than the Group Balance of the related
      Sub-Group for the following Distribution Date.

     


    
      
        
        

      

      
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    Underwriter’s
      Exemption:  Prohibited Transaction Exemption 2002-41, 67 Fed. Reg.
      54487 (2002), as amended (or any successor thereto), or any substantially
      similar administrative exemption granted by the U.S. Department of
      Labor.

     

    Voting
      Rights:  The portion of the voting rights of all of the
      Certificates which is allocated to any Certificate.  As of any date of
      determination, (a) the Interest Only Certificates, if any, will be entitled
      to
      1% in the aggregate of all Voting Rights, (b) 1% of all Voting Rights shall
      be
      allocated to each of the Class A-LR and Class A-UR Certificates (such Voting
      Rights to be allocated among the Holders of Certificates of each such Class
      in
      accordance with their respective Percentage Interests) and (c) the remaining
      Voting Rights shall be allocated among Holders of the remaining Classes of
      Certificates in proportion to the Certificate Principal Balances of their
      respective Certificates on such date.

     

    Weighted
      Average Net Mortgage Rate: For any Distribution Date and Loan Group, the
      average of the Adjusted Net Mortgage Rates of the Mortgage Loans in that Loan
      Group, weighted on the basis of their respective Scheduled Principal Balances
      as
      of the Due Date in the prior month.

     

    Wells
      Fargo:  Wells Fargo Bank, N.A., and its successors and assigns in
      its capacity as Master Servicer, Trust Administrator or Custodian, as the case
      may be, hereunder, or as servicer.

     

    Wells
      Fargo Assignment Agreement:  The Reconstituted Seller’s Warranties
      and Servicing Agreement, dated as of June 28, 2007, between Wells Fargo and
      the
      Depositor, whereby Wells Fargo recognized the transfer of the Group II Mortgage
      Loans from the Transferor to the Depositor and from the Depositor to the Trustee
      and the Servicing Agreement, to the extent it relates to the servicing of the
      Group II Mortgage Loans, was amended for the benefit of the
      Certificateholders.

     

    Wells
      Fargo Mortgage Loans:  The Mortgage Loans for which Wells Fargo is
      listed as “Servicer” on the Mortgage Loan Schedule.

     

    Wells
      Fargo Servicing Agreement:  Solely with respect to the Wells Fargo
      Mortgage Loans, the Seller’s Warranties and Servicing Agreement, dated as of
      April 1, 2007, by and between the Transferor, as purchaser and Wells Fargo,
      as
      seller and as service, and as the same may be further amended from time to
      time,
      and any assignments and conveyances related to the Wells Fargo Mortgage
      Loans.

     

    Section
      1.02.    Certain
      Calculations.

     

    Unless
      otherwise specified herein, for purposes of determining amounts with respect
      to
      the Certificates and the rights and obligations of the parties hereto, all
      calculations of interest (other than as provided in the Mortgage Loan documents)
      provided for herein shall be made on the basis of a 360-day year consisting
      of
      twelve 30 day months.

     


    
      
        
        

      

      
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    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01.     Conveyance
      of Mortgage Loans.

     

    (a)           The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      benefit of the Certificateholders, without recourse, all the right, title and
      interest of the Depositor in and to the Trust Fund.  In connection
      with the foregoing assignments, the Transferor has caused the Servicer to enter
      into the Assignment Agreement.

     

    (b)           i)  In
      connection with the transfer and assignment set forth in clause (a) above,
      the
      Depositor has delivered or caused to be delivered to the Custodian, on behalf
      of
      the Trustee, for the benefit of the Certificateholders the following documents
      or instruments with respect to each Mortgage Loan that is not a Cooperative
      Loan
      so assigned:

     

    (A)           the
      original Mortgage Note endorsed by manual or facsimile signature in blank in
      the
      following form:  “Pay to the order of ___________ without recourse,”
with all intervening endorsements showing a complete chain of endorsement from
      the originator to the Person endorsing the Mortgage Note (each such endorsement
      being sufficient to transfer all right, title and interest of the party so
      endorsing, as noteholder or assignee thereof, in and to that Mortgage Note);
      or,
      with respect to any Lost Mortgage Note, a lost note affidavit from the related
      originator or the Transferor stating that the original Mortgage Note was lost
      or
      destroyed, together with a copy of such Mortgage Note;

     

    (B)           except
      as provided below, the original recorded Mortgage or a copy of such Mortgage
      certified by the related originator as being a true and complete copy of the
      Mortgage;

     

    (C)           a
      duly executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments), endorsed in the following form:  “U.S.
      Bank National Association, in trust for the STARM Mortgage Loan Trust 2007-3
      for
      the benefit of the Holders of the Mortgage Pass-Through Certificates, Series
      2007-3” together with, except as provided below, all interim recorded
      assignments of such mortgage (each such assignment, when duly and validly
      completed, to be in recordable form and sufficient to effect the assignment
      of
      and transfer to the assignee thereof, under the Mortgage to which the assignment
      relates); provided that, if the related Mortgage has not been returned
      from the applicable public recording office, such assignment of the Mortgage
      may
      exclude the information to be provided by the recording office;

     


    
      
        
        

      

      
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    (D)           the
      original or copies of each assumption, modification, written assurance or
      substitution agreement, if any; and

     

    (E)           except
      as provided below, the original or duplicate original lender’s title policy and
      all riders thereto.

     

    (ii)           In
      connection with the transfer and assignment set forth in clause (a) above,
      the
      Depositor has delivered or caused to be delivered to the Custodian, on behalf
      of
      the Trustee, for the benefit of the Certificateholders the following documents
      or instruments with respect to each Cooperative Loan so assigned:

     

    (A)           the
      Cooperative Shares, together with the Stock Power in blank;

     

    (B)           the
      executed Security Agreement;

     

    (C)           the
      executed Proprietary Lease and the Assignment of Proprietary Lease to the
      originator of the Cooperative Loan;

     

    (D)           the
      executed Recognition Agreement;

     

    (E)           copies
      of the original Financing Statement, and any continuation statements, filed
      by
      the originator of such Cooperative Loan as secured party, each with evidence
      of
      recording thereof, evidencing the interest of the originator under the Security
      Agreement and the Assignment of Proprietary Lease;

     

    (F)           copies
      of the filed UCC assignments or amendments of the security interest referenced
      in clause (v) above showing an unbroken chain of title from the originator
      to
      the Issuing Entity, each with evidence of recording thereof, evidencing the
      interest of the assignee under the Security Agreement and the Assignment of
      Proprietary Lease;

     

    (G)           an
      executed assignment of the interest of the originator in the Security Agreement,
      the Assignment of Proprietary Lease and the Recognition Agreement, showing
      an
      unbroken chain of title from the originator to the Issuing Entity;
      and

     

    (H)           for
      any Cooperative Loan that has been modified or amended, the original instrument
      or instruments effecting such modification or amendment.

     


    
      
        
        

      

      
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    Notwithstanding
      the foregoing, if any Mortgage has been recorded in the name of Mortgage
      Electronic Registration System, Inc. (“MERS”) or its designee, no assignment of
      Mortgage in favor of the Trustee will be required to be prepared or delivered
      and instead, the Master Servicer (or if the Master Servicer is the Servicer,
      the
      Trustee upon receipt of written notice that the records of MERS have not been
      so
      changed) shall enforce the obligations of the Servicer under its Servicing
      Agreement to cause the Trustee to be shown as the owner of the related Mortgage
      Loan on the records of MERS for the purpose of the system of recording transfers
      of beneficial ownership of mortgages maintained by MERS.

     

    If
      in
      connection with any Mortgage Loan the Depositor cannot deliver (a) the original
      recorded Mortgage, (b) all interim recorded assignments or (c) the lender’s
      title policy (together with all riders thereto) satisfying the requirements
      of
      clause (b)(i)(B), (C) or (E) above, respectively, concurrently with the
      execution and delivery hereof because such document or documents have not been
      returned from the applicable public recording office in the case of clause
      (b)(i)(B) or (C) above, or because the title policy has not been delivered
      to
      either the Custodian or the Depositor by the applicable title insurer in the
      case of clause (b)(i)(E) above, the Depositor shall promptly deliver to the
      Custodian, in the case of clause (b)(i)(B) or (C) above, such original Mortgage
      or such interim assignment, as the case may be, with evidence of recording
      indicated thereon upon receipt thereof from the public recording office, or
      a
      copy thereof, certified, if appropriate, by the relevant recording office,
      but
      in no event shall any such delivery of the original Mortgage and each such
      interim assignment or a copy thereof, certified, if appropriate, by the relevant
      recording office, be made later than one year following the Closing Date, or,
      in
      the case of clause (b)(i)(E) above, no later than 120 days following the Closing
      Date; provided, however, in the event the Depositor is unable to
      deliver by such date each Mortgage and each such interim assignment by reason
      of
      the fact that any such documents have not been returned by the appropriate
      recording office, or, in the case of each such interim assignment, because
      the
      related Mortgage has not been returned by the appropriate recording office,
      the
      Depositor shall deliver such documents to the Custodian as promptly as possible
      upon receipt thereof and, in any event, within 720 days following the Closing
      Date.  The Depositor shall forward or cause to be forwarded to the
      Custodian (a) from time to time additional original documents evidencing an
      assumption or modification of a Mortgage Loan and (b) any other documents
      required to be delivered by the Depositor to the Custodian.  In the
      event that the original Mortgage is not delivered and in connection with the
      payment in full of the related Mortgage Loan and the public recording office
      requires the presentation of a “lost instruments affidavit and indemnity” or any
      equivalent document, because only a copy of the Mortgage can be delivered with
      the instrument of satisfaction or reconveyance, the Custodian shall execute
      and
      deliver or cause to be executed and delivered such a document to the public
      recording office.  In the case where a public recording office retains
      the original recorded Mortgage or in the case where a Mortgage is lost after
      recordation in a public recording office, the Transferor shall deliver to the
      Custodian a copy of such Mortgage certified by such public recording office
      to
      be a true and complete copy of the original recorded Mortgage.

     


    
      
        
        

      

      
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    As
      promptly as practicable subsequent to such transfer and assignment, set forth
      in
      clause (a) above and in any event, within ninety (90) days thereafter, the
      Custodian shall affix the Trustee’s name to each assignment of Mortgage, as the
      assignee thereof, and, subject to Section 2.02, the Master Servicer shall
      enforce the obligations of the Servicer pursuant to the Servicing Agreement
      to
      (i) cause such assignment to be in proper form for recording in the appropriate
      public office for real property records and (ii) cause to be delivered for
      recording in the appropriate public office for real property records the
      assignments of the Mortgages to the Trustee, except that, with respect to any
      assignments of Mortgage as to which the Servicer has not received the
      information required to prepare such assignment in recordable form, the
      Servicer’s obligation to do so and to deliver the same for such recording shall
      be as soon as practicable after receipt of such information and in any event
      within ninety (90) days after receipt thereof and except that the Servicer
      need
      not cause to be recorded any assignment which relates to a Mortgage Loan (a)
      in
      any state where, in an Opinion of Counsel addressed to the Trustee, such
      recording is not required to protect the Trustee’s interests in the Mortgage
      Loan against the claim of any subsequent transferee or any successor to or
      creditor of the Depositor or the Transferor, (b) in any state where recordation
      is not required by either Rating Agency to obtain the initial ratings on the
      Certificates set forth in the Prospectus Supplement or (c) with respect to
      any
      Mortgage which has been recorded in the name of MERS, or its
      designee.  As of the date hereof, recordation is not required in any
      state by either Rating Agency to obtain the initial rating on the Certificates
      (upon which statement the Master Servicer, the Trustee and the Custodian may
      each conclusively rely).

     

    In
      the
      case of Mortgage Loans that have been prepaid in full as of the Closing Date,
      the Depositor, in lieu of delivering the above documents to the Master Servicer
      on behalf of the Trustee, will deposit in the Collection Account the portion
      of
      such payment that is required to be deposited in the Collection Account pursuant
      to Section 3.07 hereof.

     

    (c)           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 (the “Issuing
      Entity”) to be known, for convenience, as “STARM Mortgage Loan Trust 2007-3” and
      U.S. Bank National Association is hereby appointed as Trustee in accordance
      with
      the provisions of this Agreement.

     

    (d)           [Reserved].

     

    (e)           Each
      of the Collection Account and Distribution Account shall at all times be an
      Eligible Account, provided that the Collection Account may be deemed to be
      a
      sub-account of the Distribution Account.  If at any time either the
      Collection Account or the Distribution Account ceases to be an Eligible Account,
      the Master Servicer or the Trust Administrator, as applicable, shall immediately
      establish and maintain a new Collection Account or Distribution Account, as
      applicable, that is an Eligible Account, and shall immediately transfer all
      funds on deposit in the former Collection Account or Distribution Account,
      as
      applicable, to the new Collection Account or Distribution Account, as
      applicable.

     


    
      
        
        

      

      
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    (f)           It
      is agreed and understood by the Trustee, the Trust Administrator, the Depositor
      and the Transferor that it is not intended that any mortgage loan be included
      in
      the Issuing Entity that is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act, effective as of November 27, 2003, or The Home Loan
      Protection Act of New Mexico, effective as of January 1, 2004, or that is a
      “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home
      Loan Practices Act, effective as of November 7, 2004, or that is an “Indiana
      High Cost Home Mortgage Loan” as defined in the Indiana High Cost Home Loan Act,
      effective as of January 1, 2005.

     

    (g)           [Reserved].

     

    (h)           The
      Trustee is hereby directed, on or prior to the Closing Date, not in its
      individual capacity but solely on behalf of the Trust Fund, to execute and
      deliver each assignment agreement to which it is a party, if any, in the forms
      presented to it by the Depositor, for the benefit of the Holders of the
      Certificates.  The Trustee shall not be personally liable for the
      payment of any indebtedness or expenses of the Trust Fund or be liable for
      the
      breach or failure of any obligation, representation, warranty or covenant made
      or undertaken by the Trustee on behalf of the Trust Fund under any such
      assignment agreement or any other related documents, as to all of which recourse
      shall be had solely to the assets of the Trust Fund in accordance with the
      terms
      of this 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
      of any such assignment agreement and the performance of any obligations
      thereunder.

     

    Section
      2.02.     Acceptance
      by Trustee of the Mortgage Loans.

     

    The
      Custodian, on behalf of the Trustee, acknowledges receipt of the documents
      identified in the Initial Certification issued by it in the form annexed hereto
      as Exhibit G and declares that it holds and will hold such related documents
      and
      the other documents delivered to it constituting the Mortgage Files, and the
      Custodian and Trustee together declare that it holds or will hold such other
      assets as are included in the Trust Fund, in trust for the exclusive use and
      benefit of all present and future Certificateholders.  The Custodian
      acknowledges that it will maintain possession of the Mortgage Notes held by
      it
      in the State of Minnesota, unless otherwise permitted by the Rating Agencies
      and
      the Trustee.

     

    The
      Custodian agrees to execute and deliver on the Closing Date to the Depositor
      and
      the Trustee an Initial Certification in the form annexed hereto as Exhibit
      G.  Based on its review and examination, and only as to the documents
      identified in such Initial Certification, the Custodian acknowledges, subject
      to
      any applicable exceptions noted on Exhibit G, that such documents appear regular
      on their face and relate to such Mortgage Loan.  The Custodian shall
      not be under any duty or obligation to (i) inspect, review or examine said
      documents, instruments, certificates or other papers to determine that the
      same
      are genuine, enforceable or appropriate for the represented purpose or that
      they
      have actually been recorded in the real estate records or that they are other
      than what they purport to be on their face or (ii) determine whether the
      Mortgage File should include any of the documents specified in Section
      2.01(b)(i)(D) with respect to each Mortgage Loan that is not a Cooperative
      Loan
      and Section 2.01(b)(ii)(H) with respect to each Cooperative Loan, unless the
      Mortgage Loan Schedule indicates that such documents are
      applicable.

     


    
      
        
        

      

      
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    Not
      later
      than 90 days after the Closing Date, the Custodian shall deliver to the
      Depositor, the Trustee and the Transferor a Final Certification in the form
      annexed hereto as Exhibit H, with any applicable exceptions noted
      thereon.  The Custodian shall make available, upon request of any
      Certificateholder, a copy of any exceptions noted on the Initial Certification
      or the Final Certification.  The Custodian shall make available, upon
      request of the Trustee, the identity of the originator for any Mortgage Loan
      with a material exception.

     

    If,
      in
      the course of such review, the Custodian finds any document constituting a
      part
      of a related Mortgage File which does not meet the requirements of Section
      2.01,
      the Custodian shall list such as an exception in the Final Certification;
provided, however, that the Custodian shall not make any
      determination as to whether (i) any endorsement is sufficient to transfer all
      right, title and interest of the party so endorsing, as noteholder or assignee
      thereof, in and to that Mortgage Note, (ii) any assignment is in recordable
      form
      or is sufficient to effect the assignment of and transfer to the assignee
      thereof under the mortgage to which the assignment relates or (iii) the Mortgage
      File should include any of the documents specified in Section 2.01(b)(i)(D)
      with
      respect to each Mortgage Loan that is not a Cooperative Loan and Section
      2.01(b)(ii)(H) with respect to each Cooperative Loan, unless the Mortgage Loan
      Schedule indicates that such documents are applicable.

     

    Upon
      receiving each Final Certification from the Custodian, the Transferor shall
      determine if there are any document defects listed as exceptions in such Final
      Certification.  In the event any such document defects exist, the
      Transferor shall promptly correct or cure such document defects, and if the
      Transferor fails to correct or cure the defect within ninety (90) days of the
      earlier of its discovery or its receipt of written notice from the Trustee,
      and
      such defect materially and adversely affects the interests of the
      Certificateholders in the related Mortgage Loan, the Transferor shall repurchase
      the affected Mortgage Loan from the Trustee at the Purchase
      Price.  Any such purchase of a Mortgage Loan shall not be effected
      prior to the delivery to the Custodian of a Request for Release substantially
      in
      the form of Exhibit M.  The Purchase Price for any such Mortgage Loan
      shall be paid by the Transferor to the Master Servicer for deposit in the
      Collection Account on or prior to the Distribution Account Deposit Date for
      the
      Distribution Date in the month following the month of repurchase and, upon
      receipt of such deposit, the Master Servicer shall instruct the Custodian to
      release, and the Custodian shall release, the related Mortgage File to the
      Transferor and the Trustee shall execute and deliver at the Transferor’s written
      request such instruments of transfer or assignment prepared by the Transferor,
      in each case without recourse, representation or warranty, as shall be necessary
      to vest in the Transferor, or a designee, the Trustee’s interest in any Mortgage
      Loan released pursuant hereto.  The Transferor shall promptly
      reimburse the Master Servicer and the Trustee for any expenses reasonably
      incurred by the Master Servicer or the Trustee in respect of enforcing such
      repurchase by the Transferor.

     

    The
      Custodian shall retain possession and custody of each related Mortgage File
      in
      accordance with and subject to the terms and conditions set forth
      herein.  Pursuant to the terms of the Servicing Agreement, the Master
      Servicer shall cause the Servicer to promptly deliver to the Custodian who
      shall
      thereupon promptly deposit within each Mortgage File, upon the execution or
      receipt thereof, the originals of such other documents or instruments
      constituting the Mortgage File as come into the possession of the Servicer
      from
      time to time.

     


    
      
        
        

      

      
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    It
      is
      understood and agreed that the obligations of the Transferor hereunder to
      purchase any Mortgage Loan which does not meet the requirements of Section
      2.01
      above or substitute for the related Mortgage Loan an Eligible Substitute
      Mortgage Loan shall constitute the sole remedies respecting such defect
      available to the Trustee, the Master Servicer, the Depositor and any
      Certificateholder.

     

    Section
      2.03.     Remedies
      for Breaches of Representations and Warranties.

     

    The
      Transferor hereby makes the representations and warranties set forth in Schedule
      II hereto, and by this reference incorporated herein, to the Depositor and
      the
      Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
      Date.  With respect to any of the representations and warranties set
      forth on Schedule II hereto which are made to the best of the Transferor’s
      knowledge, if it is discovered by any of the Depositor, the Master Servicer,
      the
      Transferor, the Servicer or the Trust Administrator that the substance of such
      representation and warranty is inaccurate and such inaccuracy materially and
      adversely affects the value of the related Mortgage Loan or the interests of
      the
      Certificateholders therein, notwithstanding the Transferor’s lack of knowledge
      with respect to the substance of such representation or warranty, such
      inaccuracy shall be deemed a breach of the applicable representation or
      warranty.

     

    Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty made by the Transferor pursuant to this Section 2.03 that materially
      and adversely affects the interests of the Certificateholders in any Mortgage
      Loan, the party discovering such breach shall give prompt notice thereof to
      the
      other parties hereto.  A breach which causes a Mortgage Loan not to
      constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of
      the Code, will be deemed automatically to materially and adversely affect the
      interests of the Certificateholders in such Mortgage Loan.  Upon
      receiving notice of a breach, the Trustee shall in turn notify the Transferor
      of
      such breach.  The Trustee shall enforce the obligations of the
      Transferor in accordance with this Section 2.03 to correct or cure any such
      breach of a representation or warranty made herein, and if the Transferor fails
      to correct or cure the defect within such period, and such defect materially
      and
      adversely affects the interests of the Certificateholders in the related
      Mortgage Loan, the Trustee shall enforce the Transferor’s obligations hereunder
      to (i) purchase such Mortgage Loan at the Purchase Price or (ii) substitute
      for
      the related Mortgage Loan an Eligible Substitute Mortgage Loan; provided,
however, that the Trustee’s obligations to prosecute legal actions
      against the Transferor pursuant to this Section 2.03 shall be subject to the
      provisions set forth in Section 8.02(vi) regarding reimbursement of or
      reasonable indemnification for costs and expenses.  In each case, such
      Mortgage Loan (a “Deleted Mortgage Loan”) will be removed from the Trust
      Fund.

     

    The
      Transferor hereby covenants that within ninety (90) days of the earlier of
      its
      discovery or its receipt of written notice from any party of a breach of any
      representation or warranty made pursuant to this Section 2.03 which materially
      and adversely affects the interest of the Certificateholders in any Mortgage
      Loan, it shall cure such breach in all material respects, and if such breach
      is
      not so cured, shall, (i) if such ninety (90) day period expires prior to the
      second anniversary of the Closing Date, remove such Deleted Mortgage Loan from
      the Trust Fund and substitute in its place an Eligible Substitute Mortgage
      Loan
      or Loans into the Trust Fund, in the manner and subject to the conditions set
      forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage
      Loans from the Trustee at the Purchase Price in the manner set forth
      below.  The Transferor shall promptly reimburse the Master Servicer
      and the Trustee for any expenses reasonably incurred by the Master Servicer
      or
      the Trustee in respect of enforcing the remedies for such breach by the
      Transferor.

     


    
      
        
        

      

      
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    With
      respect to any Eligible Substitute Mortgage Loan or Loans, the Transferor shall
      deliver to the Custodian on behalf of the Trustee for the benefit of the
      Certificateholders the Mortgage Note, the Mortgage, the related assignment
      of
      the Mortgage, and such other documents and agreements as are required by Section
      2.01, with the Mortgage Note endorsed and the Mortgage assigned as required
      by
      Section 2.01.  No substitution is permitted to be made on any day in
      any calendar month after the Determination Date for such month.

     

    With
      respect to substitutions made by the Transferor, Scheduled Payments due with
      respect to Eligible Substitute Mortgage Loans in the month of substitution
      shall
      not be part of the Trust Fund and will be retained by the Transferor on the
      next
      succeeding Distribution Date.  For the month of substitution,
      distributions to Certificateholders will include the monthly payment due on
      any
      Deleted Mortgage Loan for such month and thereafter the Transferor shall be
      entitled to retain all amounts received in respect of such Deleted Mortgage
      Loan.  The Custodian shall amend the Mortgage Loan Schedule for the
      benefit of the Certificateholders to reflect the removal of such Deleted
      Mortgage Loan and the substitution of the Eligible Substitute Mortgage Loan
      or
      Loans and the Custodian shall deliver the amended Mortgage Loan Schedule to
      the
      Trustee.  Upon such substitution, the Eligible Substitute Mortgage
      Loan or Loans shall be subject to the terms of this Agreement in all respects,
      and the Transferor shall be deemed to have made with respect to such Eligible
      Substitute Mortgage Loan or Loans, as of the date of substitution, the
      representations and warranties made pursuant to this Section 2.03 with respect
      to such Mortgage Loan.  Upon any such substitution and the deposit to
      the Collection Account of the amount required to be deposited therein in
      connection with such substitution as described in the following paragraph shall
      release the Mortgage File held for the benefit of the Certificateholders
      relating to such Deleted Mortgage Loan to the Transferor and shall execute
      and
      deliver or cause the Trustee to execute and deliver at the Transferor’s
      direction such instruments of transfer or assignment prepared by the Transferor,
      without recourse, representation or warranty, as shall be necessary to vest
      title in the Transferor, as applicable, or its designee, the Trustee’s interest
      in any Deleted Mortgage Loan substituted for pursuant to this Section
      2.03.

     

    For
      any
      month in which the Transferor substitutes one or more Eligible Substitute
      Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer
      will
      determine the amount (if any) by which the aggregate principal balance of all
      such Eligible Substitute Mortgage Loans as of the date of substitution is less
      than the aggregate Scheduled Principal Balance of all such Deleted Mortgage
      Loans (after application of the scheduled principal portion of the monthly
      payments due in the month of substitution).  The amount of such
      shortage (the “Substitution Adjustment Amount”) plus an amount equal to
      the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage
      Loans shall be remitted by the Transferor to the Master Servicer, and the Master
      Servicer shall deposit such amounts received from the Transferor into the
      Collection Account on or before the Distribution Account Deposit Date for the
      Distribution Date in the month succeeding the calendar month during which the
      related Mortgage Loan became required to be purchased or replaced
      hereunder.

     


    
      
        
        

      

      
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    In
      the
      event that the Transferor shall have repurchased a Mortgage Loan, the Purchase
      Price therefor shall be deposited in the Collection Account pursuant to Section
      3.07 on or before the Distribution Account Deposit Date for the Distribution
      Date in the month following the month during which the Transferor became
      obligated hereunder to repurchase or replace such Mortgage Loan and upon such
      deposit of the Purchase Price and receipt of a Request for Release in the form
      of Exhibit M hereto, the Custodian shall release the related Mortgage File
      held
      for the benefit of the Certificateholders to the Transferor, and the Trustee
      shall execute and deliver at the Transferor’s direction such instruments of
      transfer or assignment prepared by the Transferor, in each case without
      recourse, representation or warranty, as shall be necessary to transfer title
      from the Trustee.  It is understood and agreed that the obligation
      under this Agreement of the Transferor to cure, repurchase or replace any
      Mortgage Loan as to which a breach has occurred and is continuing shall
      constitute the sole remedies against the Transferor respecting such matters
      available to Certificateholders, the Master Servicer, the Depositor, the Trust
      Administrator or the Trustee on their behalf.

     

    The
      provisions of this Section 2.03 shall survive the conveyance and assignment
      of
      the Mortgage Files to the Trustee and the delivery of the respective Mortgage
      Files to the Custodian for the benefit of the Trustee and the
      Certificateholders.

     

    Section
      2.04.    Representations
      and Warranties of the Depositor as to the Mortgage Loans.

     

    The
      Depositor hereby represents and warrants to the Trustee, the Trust Administrator
      and the Master Servicer with respect to each Mortgage Loan as of the date hereof
      or such other date set forth herein that as of the Closing Date, and following
      the transfer of the Mortgage Loans to it by the Transferor, the Depositor had
      good title to the Mortgage Loans and the Mortgage Notes were subject to no
      offsets, liens, defenses or counterclaims.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 2.04 shall survive delivery of the Mortgage Files to the
      Custodian.  Upon discovery by the Depositor, the Transferor, the
      Master Servicer, the Trust Administrator or the Trustee of a breach of any
      of
      the foregoing representations and warranties set forth in this Section 2.04
      (referred to herein as a “breach”), which breach materially and adversely
      affects the interest of the Certificateholders, the party discovering such
      breach shall give prompt written notice to the other parties hereto and to
      each
      Rating Agency.

     

    Section
      2.05.    [Reserved].

     

    Section
      2.06.    Execution and
      Delivery of Certificates.

     


    
      
        
        

      

      
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    The
      Trustee acknowledges the transfer and assignment to it of the Trust Fund by
      the
      Depositor pursuant to Section 2.01 hereof by the Depositor pursuant to Section
      2.01 hereof and acknowledges the issuance of the REMIC Interests as described
      in
      the Preliminary Statement in exchange therefor.  The Trustee further
      acknowledges the transfer and assignment to it by the Underwriter pursuant
      to
      Section 5.07 hereof of the Uncertificated REMIC Interests described in the
      Preliminary Statement.  Concurrently with such transfers and
      assignments, the Trust Administrator, on behalf of the Trustee, has executed,
      authenticated and delivered to or upon the order of the Depositor, the
      Certificates in authorized denominations evidencing directly or indirectly
      the
      entire ownership of the Trust Fund.  The Trustee agrees to hold the
      Trust Fund and the Uncertificated REMIC Interests described in the Preliminary
      Statement and to exercise the rights referred to above for the benefit of all
      present and future Holders of the Certificates and to perform the duties set
      forth in this Agreement to the best of its ability, to the end that the
      interests of the Holders of the Certificates may be adequately and effectively
      protected.

     

    Section
      2.07.    REMIC
      Matters.

     

    The
      Preliminary Statement sets forth the designations as “regular interests” or
“residual interests” and “latest possible maturity date” for federal income tax
      purposes of all interests created hereby.  The “Startup Day” for
      purposes of the REMIC Provisions shall be the Closing Date.  Each
      REMIC’s fiscal year shall be the calendar year.

     

    Section
      2.08.    Covenants of the
      Master Servicer.

     

    The
      Master Servicer hereby covenants to the Depositor and the Trustee as
      follows:

     

    (a)           subject
      to Section 3.01, the Master Servicer shall cause the Servicer to perform its
      obligations under the Servicing Agreement; and

     

    (b)           no
      written information, certificate of an officer, statement furnished in writing
      or written report delivered to the Depositor, any affiliate of the Depositor
      or
      the Trustee and prepared by the Master Servicer pursuant to this Agreement
      will
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make such information, certificate, statement or report not
      misleading at the time provided.

     

    Section
      2.09.    Representations
      and Warranties of the Master Servicer.

     

    The
      Master Servicer hereby represents and warrants to the Depositor, the Trustee
      and
      the Custodian, as of the Closing Date, or if so specified herein, as of the
      Cut-off Date:

     

    (a)           The
      Master Servicer is duly organized as a national banking association and is
      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 in any
      state in which a Mortgaged Property 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 master service
      the
      Mortgage Loans in accordance with the terms of this Agreement and to perform
      any
      of its other obligations under this Agreement in accordance with the terms
      hereof.

     


    
      
        
        

      

      
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    (b)           The
      Master Servicer has the full power and authority to master service each Mortgage
      Loan, and to execute, deliver and perform, and to enter into and consummate
      the
      transactions contemplated by this Agreement and has duly authorized by all
      necessary action on the part of the Master Servicer the execution, delivery
      and
      performance of this Agreement; and this Agreement, assuming the due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Master Servicer,
      enforceable against the Master Servicer in accordance with its terms, except
      that (i) the enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally and (ii) the remedy of specific performance and injunctive and other
      forms of equitable relief may be subject to equitable defenses and to the
      discretion of the court before which any proceeding therefor may be
      brought.

     

    (c)           The
      execution and delivery of this Agreement by the Master Servicer, and the master
      servicing of the Mortgage Loans by the Master Servicer under this Agreement,
      the
      consummation of any other of the transactions contemplated by this Agreement,
      and the fulfillment of or compliance with the terms hereof are in the ordinary
      course of business of the Master Servicer and will not (i) result in a material
      breach of any term or provision of the articles of incorporation or by-laws
      of
      the Master Servicer, (ii) materially conflict with, result in a material breach,
      violation or acceleration of, or result in a material 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 (iii) constitute a material violation
      of
      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 in breach or violation
      of any material indenture or other material agreement or instrument, or in
      violation of any statute, order or regulation of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it which
      breach or violation may materially impair the Master Servicer’s ability to
      perform or meet any of its obligations under this Agreement.

     

    (d)           The
      Master Servicer or an affiliate thereof is an approved servicer of conventional
      mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee approved by
      the
      Secretary of Housing and Urban Development pursuant to Sections 203 and 211
      of
      the National Housing Act.

     

    (e)           No
      litigation is pending or, to the knowledge of the Master Servicer, threatened
      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 master service the Mortgage Loans or to perform any of its
      other obligations under this Agreement in accordance with the terms
      thereof.

     

    (f)           No
      consent, approval, authorization or, to the knowledge of the Master Servicer,
      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 of the transactions
      contemplated thereby, or if any such consent, approval, authorization or order
      is required, the Master Servicer has obtained the same.

     


    
      
        
        

      

      
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    Section
      2.10.    Representations
      and Warranties of the Custodian.

     

    The
      Custodian hereby represents and warrants to the Depositor, the Master Servicer,
      the Trust Administrator and the Trustee, as of the Closing Date, or if so
      specified herein, as of the Cut-off Date:

     

    (a)           The
      Custodian is duly organized as a national banking association and is 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 Custodian in any state in which a
      Mortgaged Property 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 perform any of
      its
      obligations under this Agreement in accordance with the terms
      thereof.

     

    (b)           The
      Custodian has the full power and authority to execute, deliver and perform,
      and
      to enter into and consummate the transactions contemplated by this Agreement
      and
      has duly authorized by all necessary action on the part of the Custodian the
      execution, delivery and performance of this Agreement; and this Agreement,
      assuming the due authorization, execution and delivery thereof by the other
      parties thereto, constitutes a legal, valid and binding obligation of the
      Custodian, enforceable against the Custodian in accordance with its terms,
      except that (i) the enforceability thereof may be limited by bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating to
      creditors’ rights generally and (ii) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought.

     

    (c)           The
      execution and delivery of this Agreement by the Custodian, the consummation
      of
      any other of the transactions contemplated by this Agreement, and the
      fulfillment of or compliance with the terms thereof are in the ordinary course
      of business of the Custodian and will not (i) result in a material breach of
      any
      term or provision of the articles of incorporation or by-laws of the Custodian,
      (ii) materially conflict with, result in a material breach, violation or
      acceleration of, or result in a material default under, the terms of any other
      material agreement or instrument to which the Custodian is a party or by which
      it may be bound, or (iii) constitute a material violation of any statute, order
      or regulation applicable to the Custodian of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over the
      Custodian; and the Custodian is not in breach or violation of any material
      indenture or other material agreement or instrument, or in violation of any
      statute, order or regulation of any court, regulatory body, administrative
      agency or governmental body having jurisdiction over it which breach or
      violation may materially impair the Custodian’s ability to perform or meet any
      of its obligations under this Agreement.

     


    
      
        
        

      

      
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    (d)           No
      litigation is pending or, to the knowledge of the Custodian, threatened against
      the Custodian that would materially and adversely affect the execution, delivery
      or enforceability of this Agreement or the ability of the Custodian to perform
      any of its obligations under this Agreement in accordance with the terms
      thereof.

     

    (e)           No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Custodian
      of, or compliance by the Custodian with, this Agreement or the consummation
      of
      the transactions contemplated thereby, or if any such consent, approval,
      authorization or order is required, the Custodian has obtained the
      same.

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND MASTER

    SERVICING
      OF MORTGAGE LOANS

     

    Section
      3.01.    Master Servicing
      of Mortgage Loans.

     

    For
      and
      on behalf of the Certificateholders, the Master Servicer shall supervise,
      monitor and oversee the obligation of the Servicer to service and administer
      their respective Mortgage Loans in accordance with the terms of the Servicing
      Agreement 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 this Agreement, subject to the
      prior two sentences, and with customary and usual standards of practice of
      prudent mortgage loan master servicers.  Furthermore, the Master
      Servicer shall oversee and consult with the Servicer 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 Servicer and shall cause the Servicer to perform and
      observe the covenants, obligations and conditions to be performed or observed
      by
      the Servicer under the Servicing Agreement.  The Master Servicer shall
      independently and separately monitor the Servicer’s servicing activities with
      respect to each related 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 the Servicer’s and Master Servicer’s
      records, and based on such reconciled and corrected information, prepare the
      statements specified in Section 4.04 and any other information and statements
      required hereunder.  The Master Servicer shall reconcile the results
      of its Mortgage Loan monitoring with the actual remittances of the Servicer
      to
      the Collection Account pursuant to the Servicing Agreement.

     


    
      
        
        

      

      
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    In
      accordance with the standards of the preceding paragraph and to the extent
      the
      Servicer does not make such advance, the Master Servicer or (if the Master
      Servicer is the same entity as the Servicer) the Trustee, solely in its capacity
      as successor Servicer, shall advance or cause to be advanced funds as necessary
      for the purpose of effecting the payment of taxes and assessments on the
      Mortgaged Properties, which advances shall be reimbursable in the first instance
      from related collections from the Mortgagors pursuant to Section 3.07, and
      further as provided in Section 3.08.  The costs incurred by the Master
      Servicer or (if the Master Servicer is the same entity as the Servicer) the
      Trustee, solely in its capacity as successor Servicer, if any, in effecting
      the
      timely payment of taxes and assessments on the Mortgaged Properties and related
      insurance premiums shall not, for the purpose of calculating monthly
      distributions to the Certificateholders, be added to the Scheduled Principal
      Balances of the related Mortgage Loans, notwithstanding that the terms of such
      Mortgage Loans so permit.

     

    Section
      3.02.    Monitoring of
      Servicers.

     

    (a)           The
      Master Servicer shall be responsible for reporting to the Trustee, the Trust
      Administrator and the Depositor any non-compliance by the Servicers with its
      duties under the applicable Servicing Agreement.  In the review of
      each Servicer’s activities, the Master Servicer may rely upon an officer’s
      certificate of each Servicer with regard to that Servicer’s compliance with the
      terms of its Servicing Agreement.  In the event that the Master
      Servicer, in its judgment, determines that a Servicer should be terminated
      in
      accordance with its Servicing Agreement, or that a notice should be sent
      pursuant to either Servicing Agreement with respect to the occurrence of an
      event that, unless cured, would constitute grounds for such termination, the
      Master Servicer shall notify the Depositor, the Trust Administrator and the
      Trustee thereof and the Master Servicer shall issue such notice or take such
      other action as it deems appropriate.

     

    (b)           The
      Master Servicer, for the benefit of the Trustee, the Trust Administrator and
      the
      Certificateholders, shall enforce the obligations of the Servicers under the
      Servicing Agreements, and shall, in the event that a Servicer fails to perform
      its obligations in accordance with the applicable Servicing Agreement, subject
      to the preceding paragraph, terminate the rights and obligations of that
      Servicer thereunder and act as successor Servicer of the related Mortgage Loans
      or cause the Trustee to enter into a new Servicing Agreement with a successor
      Servicer selected by the Master Servicer; provided, however, it is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions can
      be
      fully transferred to such successor Servicer.  Such enforcement,
      including, without limitation, the legal prosecution of claims, termination
      of
      Servicing Agreement 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.  The Master Servicer shall pay the
      costs of such enforcement at its own expense, provided that the Master
      Servicer shall not be required to prosecute or defend any legal action except
      to
      the extent that the Master Servicer shall have received reasonable indemnity
      for
      its costs and expenses in pursuing such action.

     


    
      
        
        

      

      
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    (c)           To
      the extent that the costs and expenses of the Master Servicer related to any
      termination of the Servicer, appointment of a successor Servicer or the transfer
      and assumption of servicing by the Master Servicer with respect to the Servicing
      Agreement (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 Servicer as a result of an event of default by
      the
      Servicer and (ii) all costs and expenses associated with the complete transfer
      of 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 servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the successor servicer to service the
      Mortgage Loans in accordance with the Servicing Agreement) are not fully and
      timely reimbursed by the terminated Servicer, the Master Servicer shall be
      entitled to reimbursement of such costs and expenses from the Collection
      Account.

     

    (d)           The
      Master Servicer shall require each Servicer to comply with the remittance
      requirements and other obligations set forth in the Servicing
      Agreements.

     

    (e)           If
      the Master Servicer acts as Servicer, it will not assume liability for the
      representations and warranties of that Servicer, if any, that it
      replaces.

     

    (f)           If
      a Servicer fails to make its required payment of Compensating Interest on any
      Distribution Date, the Master Servicer will be required to make such payment
      of
      Compensating Interest to the same extent that the Servicer was required to
      make
      such payment of Compensating Interest.

     

    (g)           To
      the extent the Servicer is obligated under the applicable Servicing Agreement
      to
      procure the consent of the Master Servicer in connection with that Servicer’s
      engagement of a Subservicer to perform any servicing responsibilities under
      the
      applicable Servicing Agreement with respect to the related Mortgage Loans,
      the
      Master Servicer will only give such consent if that Subservicer first agrees
      in
      writing with the Servicer and the Master Servicer to deliver an Annual Statement
      of Compliance, an Assessment of Compliance and an Accountant’s Attestation in
      such manner and at such times that permit that Servicer and the Master Servicer
      to comply with Sections 3.21 and 3.22 of this Agreement.

     

    (h)           The
      Master Servicer shall enforce any negative covenant in the Servicing Agreements
      which prohibits the Servicer from outsourcing one or more separate servicing
      functions under the Servicing Agreement with respect to the Mortgage Loans
      to
      any Subcontractor unless that Subcontractor first agrees in writing with the
      Servicer and the Master Servicer to deliver an Assessment of Compliance and
      an
      Accountant’s Attestation in such manner and at such times that permits that
      Servicer and the Master Servicer to comply with Section 3.22 of this
      Agreement.

     


    
      
        
        

      

      
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    Section
      3.03.    [Reserved].

     

    Section
      3.04.            Rights
      of the Depositor and the Trustee in Respect of the Master
      Servicer.

     

    The
      Depositor may, but is not obligated to, enforce the obligations of the Master
      Servicer hereunder and may, but is not obligated to, perform, or cause a
      designee to perform, any defaulted obligation of the Master Servicer hereunder
      and in connection with any such defaulted obligation to exercise the related
      rights of the Master Servicer hereunder; provided that the Master
      Servicer shall not be relieved of any of its obligations hereunder by virtue
      of
      such performance by the Depositor or its designee.  Neither the
      Trustee nor the Depositor shall have any responsibility or liability for any
      action or failure to act by the Master Servicer or the Servicer nor shall the
      Trustee or the Depositor be obligated to supervise the performance of the Master
      Servicer hereunder or the Servicer under the Servicing Agreement or
      otherwise.

     

    Section
      3.05.    Trustee to Act as
      Master Servicer.

     

    In
      the
      event that the Master Servicer shall for any reason no longer be the Master
      Servicer hereunder (including by reason of a Master Servicer Event of
      Termination), the Trustee or its successor shall in accordance with Section
      7.02
      thereupon assume all of the rights and obligations of the Master Servicer
      hereunder arising thereafter (except that the Trustee shall not be (i) liable
      for losses of the predecessor Master Servicer pursuant to Section 3.09 hereof
      or
      any acts or omissions of the predecessor Master Servicer hereunder), (ii)
      obligated to make Advances if it is prohibited from doing so by applicable
      law,
      (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans
      hereunder including, but not limited to, repurchases or substitutions of
      Mortgage Loans pursuant to Section 2.02 or 2.03 hereof, (iv) responsible for
      expenses of the Master Servicer pursuant to Section 2.03 hereof, (v) deemed
      to
      have made any representations and warranties of the Master Servicer pursuant
      to
      Section 2.09 hereunder) or (vi) obligated to perform any obligation of the
      Master Servicer under Section 3.21, 3.22 or 9.12 with respect to any periods
      during which the Trustee was not the Master Servicer).  Any such
      assumption shall be subject to Section 7.02 hereof.  If the Master
      Servicer shall for any reason no longer be the Master Servicer (including by
      reason of any Master Servicer Event of Termination), the Trustee or its
      successor may, but shall not be obligated to, succeed to any rights and
      obligations of the Master Servicer under each subservicing
      agreement.

     

    The
      Master Servicer shall, upon request of the Trustee, but at the expense of the
      Master Servicer, deliver to the assuming party all documents and records
      relating to each subservicing agreement or substitute subservicing agreement
      and
      the Mortgage Loans then being serviced thereunder and an accounting of amounts
      collected or held by it and otherwise use its best efforts to effect the orderly
      and efficient transfer of each subservicing agreement or substitute subservicing
      agreement to the assuming party.

     


    
      
        
        

      

      
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    The
      Trustee or successor master servicer shall be entitled to be reimbursed from
      the
      Master Servicer for all costs associated with the transfer of master servicing
      from the Master Servicer, including, without limitation, any costs or expenses
      associated with the complete transfer of all master servicing data and the
      completion, correction or manipulation of such master servicing data as may
      be
      required by the Trustee or successor master servicer to correct any errors
      or
      insufficiencies in the master servicing data or otherwise to enable the Trustee
      or successor master servicer to master service the Mortgage Loans properly
      and
      effectively.

     

    If
      the
      Master Servicer does not pay such reimbursement within thirty (30) days of
      its
      receipt of an invoice therefor, such reimbursement shall be an expense of the
      Issuing Entity and the Trustee shall be entitled to such reimbursement from
      amounts on deposit in the Distribution Account pursuant to Section 3.10(b)(iii);
      provided that the Master Servicer shall reimburse the Issuing Entity for
      any such expense incurred by the Issuing Entity.

     

    Section
      3.06.    Protected
      Accounts.

     

    (a)           The
      Master Servicer shall enforce the obligation of the Servicer to establish and
      maintain a Protected Account in accordance with the Servicing Agreement, with
      records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan
      basis, into which accounts shall be deposited within 48 hours (or as of such
      other time specified in the Servicing Agreement) of receipt all collections
      of
      principal and interest on any Mortgage Loan or amounts received with respect
      to
      any REO Property, including Principal Prepayments, Insurance Proceeds,
      Liquidation Proceeds, and advances made from the Servicer’s own funds
      (less servicing compensation as permitted by the Servicing Agreement in
      the case of the Servicer) and all other amounts to be deposited in the Protected
      Account.  The Master Servicer is hereby authorized to make withdrawals
      from and deposits to the related Protected Account for purposes required or
      permitted by this Agreement.  Permitted Investments of funds in
      Protected Accounts must mature at least one Business Day before the subsequent
      Servicer Remittance Date.

     

    (b)           In
      accordance with the terms of the Servicing Agreement, amounts on deposit in
      a
      Protected Account shall be invested by the Servicer in Permitted
      Investments.  The income earned from investments made pursuant to this
      Section 3.06 shall be paid to the Servicer under the Servicing Agreement, and
      the risk of loss of moneys required to be distributed to the Certificateholders
      resulting from such investments shall be borne by and be the risk of the
      Servicer.  The Servicer (to the extent provided in the Servicing
      Agreement) shall deposit the amount of any such loss in the Protected Account
      within two Business Days of receipt of notification of such loss but not later
      than the Servicer Remittance Date.

     

    Section
      3.07.    Collection of
      Mortgage Loan Payments; Collection Account; Distribution
      Account.

     

    (a)           The
      Master Servicer shall enforce the obligation of the Servicer to collect all
      payments called for under the terms and provisions of the Mortgage Loans to
      the
      extent such procedures shall be consistent with the Servicing Agreement and
      the
      terms and provisions of any related Required Insurance Policy.

     


    
      
        
        

      

      
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    (b)           The
      Master Servicer shall establish and maintain a Collection Account, which account
      may be deemed to be a sub-account of the Distribution Account, into which the
      Master Servicer shall deposit or cause to be deposited within two Business
      Days
      of receipt, except as otherwise specifically provided herein, the following
      payments and collections remitted by the Servicer or received by it in respect
      of Mortgage Loans subsequent to the Cut-off Date (other than in respect of
      principal and interest due on the Mortgage Loans on or before the Cut-off Date)
      and the following amounts required to be deposited hereunder:

     

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

       

      (ii)          all
        payments on account of interest on the Mortgage Loans, net of the related
        Servicing Fee;

       

      (iii)         all
        Liquidation Proceeds (including Insurance Proceeds), other than proceeds
        to be
        applied to the restoration or repair of the Mortgaged Property or released
        to
        the Mortgagor in accordance with the Servicer’s or Master Servicer’s normal
        servicing procedures, and all Recoveries;

       

      (iv)         any
        amount required to be deposited by the Master Servicer pursuant to Section
        3.07(e) in connection with any losses on Permitted Investments;

       

      (v)          any
        amounts required to be deposited by the Master Servicer pursuant to Section
        2.01(e), Section 3.15(b) and 3.15(d), and in respect of net monthly rental
        income from REO Property pursuant to Section 3.15 hereof;

       

      (vi)         all
        Substitution Adjustment Amounts;

       

      (vii)        all
        Advances made by the Master Servicer pursuant to Section 4.01;

       

      (viii)       any
        prepayment penalties received from the Servicer;

       

      (ix)          any
        Compensating Interest payments;

       

      (x)           any
        amounts deposited by the Master Servicer in connection with a deductible
        clause
        in any blanket hazard insurance policy in respect of the Mortgage
        Loans;

       

      (xi)          all
        proceeds of any primary mortgage guaranty insurance policy in respect of
        the
        Mortgage Loans;

       

      (xii)         [reserved];
        and

       

    

    
      
        
        

      

      
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    (xiii)        any
      other amounts required to be deposited hereunder.

     

    (xiv)        In
      the event that the Master Servicer shall deposit into the Collection Account
      any
      amount not required to be deposited, it may at any time withdraw such amount
      from the Collection Account, any provision herein to the contrary
      notwithstanding.  The Master Servicer shall maintain adequate records
      with respect to all withdrawals made pursuant to this Section.  All
      funds deposited in the Collection Account shall be held in trust for the
      Certificateholders until withdrawn in accordance with Section 3.10.

     

    (xv)         [Reserved].

     

    (xvi)        The
      Trust Administrator shall establish and maintain, on behalf of the
      Certificateholders, the Distribution Account.  The Trust Administrator
      shall, promptly upon receipt but no later than on the Distribution Account
      Deposit Date, deposit in the Distribution Account and retain therein the
      following:

     

    (xvii)       the
      aggregate amount remitted by the Master Servicer to the Trust Administrator
      pursuant to Section 3.10(a)(ix)(a);

     

    (xviii)      any
      amount deposited by the Master Servicer or the Trust Administrator pursuant
      to
      Section 3.07(e) in connection with any losses on Permitted
      Investments;

     

    (xix)         [reserved];

     

    (xx)          [reserved];
      and

     

    (xxi)         any
      other amounts described hereunder which are required to be deposited in the
      Distribution Account.

     

    In
      the
      event that the Master Servicer shall remit any amount not required to be
      remitted, it may at any time direct the Trust Administrator in writing to
      withdraw such amount from the Distribution Account, any provision herein to
      the
      contrary notwithstanding.  Such direction may be accomplished by
      delivering an Officer’s Certificate to the Trust Administrator which describes
      the amounts deposited in error in the Distribution Account.  All funds
      deposited in the Distribution Account shall be held by the Trust Administrator
      in trust for the Certificateholders until disbursed in accordance with this
      Agreement or withdrawn in accordance with Section 3.10.  In no event
      shall the Trust Administrator incur liability for withdrawals from the
      Distribution Account at the direction of the Master Servicer.

     


    
      
        
        

      

      
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    (c)           Each
      institution at which the Collection Account is maintained shall invest the
      funds
      on deposit in the Collection Account as directed in writing by the Master
      Servicer, in Permitted Investments.  Each institution at which the
      Distribution Account is maintained shall invest the funds on deposit in the
      Distribution Account as directed in writing by the Trust Administrator, in
      Permitted Investments.  Funds invested in the Collection Account shall
      mature not later than the Business Day next preceding the related Distribution
      Account Deposit Date (except that if such Permitted Investment is an obligation
      of or is managed by the institution that maintains such account, then such
      Permitted Investment shall mature not later than such Distribution Account
      Deposit Date).  The Trust Administrator shall without direction either
      (i) hold funds on deposit in the Distribution Account uninvested in a trust
      or
      deposit account of the Trust Administrator or (ii) invest funds on deposit
      in
      the Distribution Account in Permitted Investments, which Permitted Investments
      shall mature not later than the Business Day next preceding the Distribution
      Date (except that if such Permitted Investment is an obligation of or is managed
      by the institution that maintains such fund or account, then such Permitted
      Investment shall mature not later than such Distribution
      Date).  Permitted Investments in respect of the Collection Account or
      the Distribution Account shall not be sold or disposed of prior to their
      maturity.  All such Permitted Investments shall be made in the name of
      the Trustee, for the benefit of the Certificateholders.  All income
      and gain net of any losses realized from any such investment of funds on deposit
      in the Collection Account shall be for the benefit of the Master Servicer as
      master servicing compensation and shall be remitted to it monthly as provided
      herein.  The amount of any realized losses in the Collection Account
      incurred in any such account in respect of any such investments shall promptly
      be deposited by the Master Servicer (from its own funds without any right of
      reimbursement) in the Collection Account or paid to the Trust Administrator
      by
      wire transfer of immediately available funds for deposit into the Distribution
      Account.  All income and gain (net of any losses realized from any
      such investment of funds on deposit in the Distribution Account) shall be for
      the benefit of the Trust Administrator as compensation and shall be remitted
      to
      it monthly as provided herein.  The amount of any realized losses in
      the Distribution Account incurred in any such account in respect of any such
      investments shall promptly be deposited by the Trust Administrator in the
      Distribution Account.  The Trust Administrator shall not be liable for
      the amount of any loss incurred in respect of any investment or lack of
      investment of funds held in the Collection Account (except to the extent the
      Trust Administrator is the obligor and has defaulted thereon) and made in
      accordance with this Section 3.07.  In the absence of written
      instructions by the Trust Administrator, all funds on deposit in the
      Distribution Account shall remain uninvested.

     

    (d)           The
      Master Servicer shall give notice to the Trustee, the Trust Administrator,
      each
      Rating Agency and the Depositor of any proposed change of the location of the
      Collection Account prior to any change thereof.  The Trust
      Administrator shall give notice to the Trustee, the Master Servicer, each Rating
      Agency and the Depositor of any proposed change of the location of the
      Distribution Account prior to any change thereof.

     


    
      
        
        

      

      
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    (e)           Upon
      a downgrade in the rating of an institution at which an Eligible Account is
      held
      below the required ratings set forth in the definition of Eligible Account,
      within 30 days of such downgrade, such account will be transferred to an account
      meeting the requirements of the definition of Eligible Account; provided,
      however, that this transfer requirement may be waived by the applicable Rating
      Agency.

     

    Section
      3.08.    Collection of
      Taxes, Assessments and Similar Items; Escrow Accounts.

     

    To
      the
      extent required by the Servicing Agreement and by the related Mortgage Note
      and
      not violative of current law, the Master Servicer shall enforce the obligations
      of the Servicer to establish and maintain one or more accounts (each, an “Escrow
      Account”) and deposit and retain therein all collections from the Mortgagors (or
      advances by the Servicer) for the payment of taxes, assessments, hazard
      insurance premiums or comparable items for the account of the
      Mortgagors.  Nothing herein shall require the Master Servicer to
      compel the Servicer to establish an Escrow Account in violation of applicable
      law.

     

    Section
      3.09.            Access
      to Certain Documentation and Information Regarding the Mortgage
      Loans.

     

    The
      Master Servicer and the Custodian shall afford and the Master Servicer shall
      enforce the obligations of the Servicer, to the extent set forth in the
      Servicing Agreement, to afford the Depositor, the Trustee and Trust
      Administrator and their respective agents or representatives reasonable access
      to all records and documentation regarding the Mortgage Loans and all accounts,
      insurance information and other matters relating to this Agreement or the
      Servicing Agreement, such access being afforded without charge, but only upon
      reasonable request and during normal business hours at the office designated
      by
      the Master Servicer, the Servicer or the Custodian, to the extent set forth
      in
      the Servicing Agreement.

     

    Upon
      reasonable advance notice in writing, the Master Servicer and the Custodian
      will
      provide or the Master Servicer shall enforce the obligations of the Servicer,
      to
      the extent set forth in the Servicing Agreement, to provide to each
      Certificateholder which is a savings and loan association, bank or insurance
      company certain reports and reasonable access to information and documentation
      regarding the Mortgage Loans sufficient to permit such Certificateholder to
      comply with applicable regulations of the OTS or other regulatory authorities
      with respect to investment in the Certificates; provided that the Master
      Servicer, the Servicer or the Custodian shall be entitled to be reimbursed
      by
      each such Certificateholder for actual expenses incurred by the Master Servicer,
      the Servicer or the Custodian in providing such reports and access.

     

    Section
      3.10.            Permitted
      Withdrawals from the Collection Account and Distribution
      Account.

     

    (a)           The
      Master Servicer may from time to time make withdrawals from the Collection
      Account for the following purposes:

     


    
      
        
        

      

      
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    (i)           to
      pay to the Master Servicer and the Servicer (to the extent not previously
      retained or withdrawn by them), the compensation to which they are entitled,
      and
      to pay to the Master Servicer, earnings on or investment income with respect
      to
      funds in or credited to the Collection Account pursuant to Section
      3.19;

     

    (ii)          to
      reimburse the Servicer or the Master Servicer for unreimbursed Advances made
      by
      it, such right of reimbursement pursuant to this subclause (ii) being limited
      to
      amounts received on the Mortgage Loan(s) in respect of which any such Advance
      was made;

     

    (iii)         to
      reimburse the Servicer or the Master Servicer for any Nonrecoverable Advance
      previously made;

     

    (iv)         to
      reimburse the Servicer or the Master Servicer for insured expenses from the
      related Insurance Proceeds;

     

    (v)          to
      reimburse the Servicer or the Master Servicer for (a) unreimbursed Servicing
      Advances, the Servicer’s or the Master Servicer’s right to reimbursement
      pursuant to this clause (a) with respect to any Mortgage Loan being limited
      to
      amounts received on such Mortgage Loan(s) which represent late recoveries of
      the
      payments for which such advances were made pursuant to Section 3.01 or Section
      3.06 and (b) for unpaid Servicing Fees as provided in Section 3.15
      hereof;

     

    (vi)         to
      pay to the purchaser, with respect to each Mortgage Loan or property acquired
      in
      respect thereof that has been purchased pursuant to Section 2.02 or 2.03, all
      amounts received thereon after the date of such purchase;

     

    (vii)        to
      reimburse the Transferor, the Master Servicer or the Depositor for expenses
      or
      indemnities incurred by any of them and reimbursable pursuant to Section 6.03
      hereof;

     

    (viii)       to
      withdraw any amount deposited in the Collection Account and not required to
      be
      deposited therein;

     

    (ix)          on
      or prior to the Distribution Account Deposit Date, to withdraw (i) an amount
      equal to the related Available Funds, for such Distribution Date and (ii) on
      or
      after the Cross-Over Date only, any Recoveries received during the calendar
      month prior to that Distribution Date, and remit by wire transfer of immediately
      available funds such amounts to the Trust Administrator for deposit in the
      Distribution Account;

     

    (x)           to
      reimburse the Master Servicer for any costs or expenses incurred by it and
      reimbursable pursuant to Section 3.02;

     


    
      
        
        

      

      
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    (xi)          to
      reimburse the Trustee for any costs and expenses incurred by it pursuant to
      Section 2.03; and

     

    (xii)         to
      clear and terminate the Collection Account upon termination of this Agreement
      pursuant to Section 10.01 hereof.

     

    The
      Master Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account pursuant to such subclauses (i), (ii), (iv), (v) and
      (vi).  Prior to making any withdrawal from the Collection Account
      pursuant to subclause (iii), the Master Servicer shall deliver to the Trust
      Administrator an Officer’s Certificate of a Master Servicing Officer indicating
      the amount of any previous Advance determined by the Master Servicer to be
      a
      Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their
      respective portions of such Nonrecoverable Advance.

     

    (b)           The
      Trust Administrator shall withdraw funds from the Distribution Account for
      distributions to Certificateholders, in the manner specified in this Agreement
      (and withhold from the amounts so withdrawn, the amount of any taxes that it
      is
      authorized to withhold pursuant to the last paragraph of Section
      9.11).  In addition, the Trust Administrator may from time to time,
      prior to distributions to Certificateholders, make withdrawals from the
      Distribution Account for the following purposes:

     

    (i)           
      to pay to the Trust Administrator the earnings on or investment income, if
      any,
      on funds in or credited to the Distribution Account;

     

    (ii)           to
      withdraw and return to the Master Servicer, with respect to any other amount,
      any amount deposited in the Distribution Account and not required to be
      deposited therein in accordance with Section 3.07(d);

     

    (iii)          to
      withdraw any indemnity, expense or other reimbursement owed to it, the Master
      Servicer or the Trustee pursuant to this Agreement, including, without
      limitation, Section 3.05, Section 7.02, Section 8.02, Section 8.05 and Section
      9.05; and

     

    (iv)          to
      clear and terminate the Distribution Account upon termination of the Agreement
      pursuant to Section 10.01 hereof.

     

    Section
      3.11.    Maintenance of
      Hazard Insurance; Maintenance of Primary Insurance Policies.

     

    (a)           For
      each Mortgage Loan, the Master Servicer shall enforce any obligation of the
      Servicer 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 the Servicing Agreement.  It is
      understood and agreed that such insurance shall be with insurers meeting the
      eligibility requirements set forth in the Servicing Agreement 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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    (b)           Pursuant
      to Sections 3.07 and 3.08, any amounts collected by the Master Servicer, or
      by
      the Servicer, under any insurance policies (other than amounts to be applied
      to
      the restoration or repair of the property subject to the related Mortgage or
      released to the Mortgagor in accordance with the Servicing Agreement) shall
      be
      deposited into the Collection Account, subject to withdrawal pursuant to
      Sections 3.07 and 3.08.  Any cost incurred by the Master Servicer or
      the Servicer in maintaining any such insurance if the Mortgagor defaults in
      its
      obligation to do so shall be added to the amount owing under the Mortgage Loan
      where the terms of the Mortgage Loan so permit; provided, however,
      that the addition of any such cost shall not be taken into account for purposes
      of calculating the distributions to be made to Certificateholders and shall
      be
      recoverable by the Master Servicer or the Servicer pursuant to Sections 3.07
      and
      3.08.

     

    Section
      3.12.    Presentment of
      Claims and Collection of Proceeds.

     

    The
      Master Servicer shall (to the extent provided in the Servicing Agreement) cause
      each Servicer to, prepare and present on behalf of the Trustee and the
      Certificateholders all claims under the 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 the related Servicer and remitted to the Master Servicer) in respect of
      such
      policies, bonds or contracts shall be promptly deposited in the Collection
      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
      3.13.            Maintenance
      of the Primary Insurance Policies.

     

    (a)           The
      Master Servicer shall not take, or permit the Servicers (to the extent such
      action is prohibited under the Servicing Agreement) to take, any action that
      would result in noncoverage under any applicable Primary Insurance Policy of
      any
      loss which, but for the actions of such Master Servicer or Servicers, would
      have
      been covered thereunder.  The Master Servicer shall use its best
      reasonable efforts to cause the Servicers (to the extent required under the
      Servicing Agreement) 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 and the Servicing Agreement, as
      applicable.  The Master Servicer shall not, and shall not permit the
      Servicers (to the extent required under the Servicing Agreement) to, cancel
      or
      refuse to renew any such Primary 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 and the
      Servicing Agreement, as applicable.

     


    
      
        
        

      

      
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    (b)           The
      Master Servicer agrees to present, or to cause the Servicers (to the extent
      required under the Servicing Agreement) to present, on behalf of the Trustee
      and
      the Certificateholders, claims to the insurer under any Primary Insurance
      Policies and, in this regard, to take such reasonable action as shall be
      necessary to permit recovery under any Primary Insurance Policies respecting
      defaulted Mortgage Loans.  Pursuant to Sections 3.07 and 3.08, any
      amounts collected by the Master Servicer or the Servicers under any Primary
      Mortgage Insurance Policies shall be deposited in the Collection Account,
      subject to withdrawal pursuant to Sections 3.07 and 3.08.

     

    Section
      3.14.    Realization upon
      Defaulted Mortgage Loans.

     

    The
      Master Servicer shall cause the Servicers (to the extent required under the
      Servicing Agreement) 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 the Servicing Agreement.

     

    Section
      3.15.            REO
      Property.

     

    (a)           In
      the event the Trust Fund acquires ownership of any REO Property in respect
      of
      any related 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, to the extent provided
      in the Servicing Agreement, cause the Servicers to sell any REO Property as
      expeditiously as possible and in accordance with the provisions of this
      Agreement and the Servicing Agreement, as applicable.  Pursuant to its
      efforts to sell such REO Property, the Master Servicer shall cause the Servicers
      to protect and conserve such REO Property in the manner and to the extent
      required by the Servicing Agreement, subject to the REMIC
      Provisions.

     

    (b)           The
      Master Servicer shall, to the extent required by the Servicing Agreement, cause
      the Servicers to deposit all funds collected and received in connection with
      the
      operation of any REO Property in the Protected Account.

     

    (c)           The
      Master Servicer and the Servicers, upon the final disposition of any REO
      Property, shall be entitled to reimbursement for any related unreimbursed
      Monthly Advances and other unreimbursed advances as well as any unpaid Servicing
      Fees from Liquidation Proceeds received in connection with the final disposition
      of such REO Property; provided that any such unreimbursed Monthly
      Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as
      the
      case may be, prior to final disposition, out of any net rental income or other
      net amounts derived from such REO Property.

     

    (d)           The
      Liquidation Proceeds from the final disposition of the REO Property, net of
      any
      payment to the Master Servicer and the Servicers as provided above shall be
      deposited in the Protected Account on or prior to the Determination Date in
      the
      month following receipt thereof and be remitted by wire transfer in immediately
      available funds to the Master Servicer for deposit into the Collection
      Account.

     


    
      
        
        

      

      
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    In
      the
      event that the Trust Fund acquires any Mortgaged Property as aforesaid or
      otherwise in connection with a default or imminent default on a Mortgage Loan,
      the Master Servicer shall enforce the obligation of the Servicers to dispose
      of
      such Mortgaged Property prior to the close of the third calendar year after
      the
      year in which the Trust Fund acquires such Mortgaged Property unless the
      Servicers shall have applied for and received an extension of such period from
      the Internal Revenue Service, in which case the Trust Fund may continue to
      hold
      such Mortgaged Property for the period of such
      extension.  Notwithstanding any other provision of this Agreement, no
      Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to
      continue to be rented) or otherwise used for the production of income by or
      on
      behalf of the Trust Fund in such a manner or pursuant to any terms that would
      (i) cause such Mortgaged Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC
      hereunder to the imposition of any federal, state or local income taxes on
      the
      income earned from such Mortgaged Property under Section 860G(c) of the Code
      or
      otherwise, unless the Master Servicer or Servicers, as applicable, has agreed
      to
      indemnify and hold harmless the Trust Fund with respect to the imposition of
      any
      such taxes.

     

    In
      the
      event of a default on a Mortgage Loan one or more of whose obligor is not a
      United States Person, as that term is defined in Section 7701(a)(30) of the
      Code, in connection with any foreclosure or acquisition of a deed in lieu of
      foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the
      Master Servicer will cause the Servicer to comply with the provisions of
      Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary
      to assure that no withholding tax obligation arises with respect to the proceeds
      of such foreclosure except to the extent, if any, that proceeds of such
      foreclosure are required to be remitted to the obligors on such Mortgage
      Loan.

     

    Section
      3.16.    Due-on-Sale
      Clauses; Assumption Agreements.

     

    To
      the
      extent provided in the Servicing Agreement, 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 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
      the Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed,
      the
      original Mortgagor may be released from liability in accordance with the
      Servicing Agreement.

     

    Section
      3.17.            Trustee
      to Cooperate; Release of Mortgage Files.

     

    Upon
      (i)
      the payment in full of any Mortgage Loan, or the receipt by the Custodian of
      a
      notification that payment in full will be escrowed in a manner customary for
      such purposes or (ii) otherwise in connection with the servicing of any Mortgage
      Loan, the Custodian shall, upon receipt of notification from the Servicer
      pursuant to the Servicing Agreement which notification shall state that such
      payment in full has been deposited in the Collection Account or has otherwise
      been escrowed in a manner customary for such purposes, the Custodian shall,
      release the related Mortgage File to the Servicers.  Upon
      notification, the Trustee shall at the Custodian’s direction execute and deliver
      to the Custodian the request for reconveyance, deed of reconveyance or release
      or satisfaction of mortgage or such instrument releasing the lien of the
      Mortgage in each case provided by the Custodian, together with the Mortgage
      Note
      with written evidence of cancellation thereon.  Expenses incurred in
      connection with any instrument of satisfaction or deed of reconveyance shall
      be
      chargeable to the related Mortgagor.

     


    
      
        
        

      

      
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    If
      the
      Master Servicer or the Servicers at any time seeks to initiate a foreclosure
      proceeding in respect of any Mortgaged Property as authorized by this Agreement
      or the Servicing Agreement, the Master Servicer or the Servicers shall deliver
      or cause to be delivered to the Trustee, for signature, as appropriate, any
      court pleadings, requests for trustee’s sale or other documents necessary to
      effectuate such foreclosure or any legal action brought to obtain judgment
      against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
      deficiency judgment or to enforce any other remedies or rights provided by
      the
      Mortgage Note or the Mortgage or otherwise available at law or in
      equity.

     

    Subject
      to this Section 3.17, the Trustee shall execute, at the written request of
      the
      Master Servicer, and furnish to the Master Servicer and the Servicers such
      documents as are necessary or appropriate to enable the Master Servicer or
      the
      Servicers to carry out their servicing and administrative duties
      hereunder.  The Trustee shall not be liable for the actions of the
      Master Servicer or the Servicers under such powers of attorney.

     

    Section
      3.18.    Documents, Records
      and Funds in Possession of Master Servicer and Custodian to Be Held for the
      Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, the Master Servicer shall forward to
      the
      Custodian with an instruction to, and the Custodian shall, place within the
      Mortgage File and the Master Servicer shall cause the Servicers to transmit
      to
      the Custodian as required by this Agreement and the Servicing Agreement all
      documents and instruments in respect of a Mortgage Loan coming into the
      possession of the Master Servicer or Servicers from time to time and shall
      account fully to the Trustee for any funds received by the Master Servicer
      or
      Servicer or which otherwise are collected by the Master Servicer, or Servicers
      as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage
      Loan.  All Mortgage Files and funds collected or held by, or under the
      control of, the Master Servicer, the Servicers or the Custodian in respect
      of
      any Mortgage Loans, whether from the collection of principal and interest
      payments or from Liquidation Proceeds, including but not limited to, any funds
      on deposit in the Collection Account or any Protected Account, shall be held
      by
      the Master Servicer, the Servicers or the Custodian for and on behalf of the
      Trustee and shall be and remain the sole and exclusive property of the Issuing
      Entity, subject to the applicable provisions of this Agreement and the Servicing
      Agreement.  Each of the Master Servicer and the Custodian also agrees
      that it shall not create, incur or subject any Mortgage File or any funds that
      are deposited in the Collection Account, Distribution Account or any Escrow
      Account, or any funds that otherwise are or may become due or payable to the
      Trustee for the benefit of the Certificateholders, to any claim, lien, security
      interest, judgment, levy, writ of attachment or other encumbrance, or assert
      by
      legal action or otherwise any claim or right of setoff against any Mortgage
      File
      or any funds collected on, or in connection with, a Mortgage Loan, except,
      however, that the Master Servicer shall be entitled to set off against and
      deduct from any such funds any amounts that are properly due and payable to
      the
      Master Servicer under this Agreement.

     


    
      
        
        

      

      
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    Section
      3.19.    Master Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the Master Servicer shall be entitled
      to retain or withdraw from the Collection Account, in connection with each
      Distribution Date, an amount equal to the Master Servicing
      Compensation.

     

    Section
      3.20.            Access
      to Certain Documentation.

     

    The
      Master Servicer and the Custodian shall provide and the Master Servicer shall
      cause the Servicer to provide in accordance with the Servicing Agreement to
      the
      OTS and the FDIC and to comparable regulatory authorities supervising Holders
      of
      Subordinate Certificates and the examiners and supervisory agents of the OTS,
      the FDIC and such other authorities, access to the documentation regarding
      the
      Mortgage Loans required by applicable regulations of the OTS and the
      FDIC.  Such access shall be afforded without charge, but only upon
      reasonable and prior written request and during normal business hours at the
      offices designated by the Master Servicer, the Custodian and the
      Servicer.  Nothing in this Section shall limit the obligation of the
      Master Servicer, the Custodian and the Servicers to observe any applicable
      law
      prohibiting disclosure of information regarding the Mortgagors and the failure
      of the Master Servicer, the Custodian or the Servicers to provide access as
      provided in this Section as a result of such obligation shall not constitute
      a
      breach of this Agreement.  In fulfilling such requests, the Master
      Servicer and the Custodian shall not be responsible to determine the sufficiency
      of such information.

     

    Section
      3.21.            Annual
      Statement as to Compliance.

     

    (a)           The
      Master Servicer and the Trust Administrator shall deliver or otherwise make
      available (and the Master Servicer and Trust Administrator shall cause any
      Servicing Function Participant engaged by it to deliver) to the Depositor and
      the Trust Administrator on or before March 10 (with a 5 calendar day cure period
      but in no event later than March 15) of each year, commencing in March 2008,
      an
      Officer’s Certificate (an “Annual Statement of Compliance”) 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 a 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, 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 Annual Statement of
      Compliance, the Depositor shall review such Annual Statement of Compliance
      and,
      if applicable, consult with each such party, as applicable, as to the nature
      of
      any failures by such party identified therein, in the fulfillment of any of
      such
      party’s obligations hereunder.

     


    
      
        
        

      

      
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    (b)           The
      Master Servicer shall enforce any obligation of the Servicers, to the extent
      set
      forth in the Servicing Agreement, to deliver to the Master Servicer an Annual
      Statement of Compliance  within the time frame set forth in, and in
      such form and substance as may be required pursuant to, the Servicing
      Agreement.  The Master Servicer shall include all Annual Statements of
      Compliance received by it from each servicer with its own Annual Statement
      of
      Compliance to be submitted to the Trust Administrator pursuant to this
      Section.

     

    (c)           In
      the event the Master Servicer, the Trust Administrator or any Servicing Function
      Participant engaged by any such party is terminated 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 3.21 or to such applicable agreement,
      as
      the case may be, notwithstanding any such termination, assignment or
      resignation.

     

    Section
      3.22.    Report on
      Assessment of Compliance and Attestation.

     

    (a)           (i)           By
      March 10 (with a 5 calendar day cure period but in no event later than March
      15)
      of each year, commencing in March 2008, the Master Servicer, the Trust
      Administrator and the Custodian, 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 Trust
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria in the form of Exhibit Q hereto, (an “Assessment
      of Compliance”) 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 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 9.12(b), 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.

     

    (ii)           No
      later than the end of each fiscal year for the Trust Fund for which a Form
      10-K
      is required to be filed, the Master Servicer and the Custodian shall each
      forward to the Trust Administrator the name of each Servicing Function
      Participant engaged by it and what Relevant Servicing Criteria will be addressed
      in the Assessment of Compliance prepared by such Servicing Function Participant
      (provided that the Master Servicer need not provide such information to
      the Trust Administrator so long as the Master Servicer and the Trust
      Administrator are the same Person).  When the Master Servicer, the
      Custodian and the Trust Administrator (or any Servicing Function Participant
      engaged by either of them) submit their Assessments of Compliance to the Trust
      Administrator, such parties will also at such time include the Assessment of
      Compliance and Accountant’s Attestation pursuant to Section 3.22(b)(i) of each
      Servicing Function Participant engaged by it.

     


    
      
        
        

      

      
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    (iii)           Promptly
      after receipt of each Assessment of Compliance, (A) the Depositor shall
      review each such report and, if applicable, consult with the Master Servicer,
      the Trust Administrator, the Custodian and any Servicing Function Participant
      engaged by any such party as to the nature of any material instance of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (B) the Trust Administrator shall confirm that the Assessments of
      Compliance, 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 X and on any similar exhibit set forth in each Servicing Agreement
      in
      respect of the Servicer and notify the Depositor of any exceptions.

     

    (iv)           The
      Master Servicer shall enforce any obligation of the Servicers, to the extent
      set
      forth in the Servicing Agreement, to deliver to the Master Servicer an annual
      Assessment of Compliance within the time frame set forth in, and in such form
      and substance as may be required pursuant to, the Servicing
      Agreement.  The Master Servicer shall include all Assessments of
      Compliance received by it from the Servicers with its own Assessment of
      Compliance to be submitted to the Trust Administrator pursuant to this
      Section.

     

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

     

    (b)           (i)           By
      March 10 (with a 5 calendar day cure period but in no event later than March
      15)
      of each year, commencing in March 2008, the Master Servicer, the Trust
      Administrator and the Custodian, 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 Custodian, the Trust
      Administrator, or such other Servicing Function Participants, as the case may
      be) that is a member of the American Institute of Certified Public Accountants
      to furnish an attestation report to the Trust Administrator and the Depositor
      (an “Accountant’s Attestation”), to the effect that (A) 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 (B) 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.

     


    
      
        
        

      

      
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    (ii)           Promptly
      after receipt of such Assessment of Compliance and Accountant’s Attestation, the
      Trust Administrator shall confirm that each assessment submitted pursuant to
      Section 3.22(a)(i) is coupled with an attestation that appears on its face
      to
      meet the requirements of this Section and notify the Depositor of any
      exceptions.

     

    (iii)           The
      Master Servicer shall enforce any obligation of each Servicer, to the extent
      set
      forth in the applicable Servicing Agreement, to deliver to the Master Servicer
      an attestation within the time frame set forth in, and in such form and
      substance as may be required pursuant to, the Servicing
      Agreement.  The Master Servicer shall include each such attestation
      furnished to it by the Servicer with its own attestation to be submitted to
      the
      Trust Administrator pursuant to this Section.

     

    In
      the
      event the Master Servicer, the Trust Administrator, the Custodian, the Servicers
      or any Servicing Function Participant engaged by any such party is terminated,
      assigns its rights and duties under, or resigns pursuant to the terms of, this
      Agreement or any applicable Custodial Agreement, Servicing Agreement or
      sub-servicing agreement, as the case may be, such party shall cause a registered
      public accounting firm to provide an attestation pursuant to this Section 3.22,
      or such other applicable agreement, notwithstanding any such termination,
      assignment or resignation.

     

    (c)           (i)           The
      Master Servicer agrees to indemnify and hold harmless each of the Depositor
      and
      each Person, if any, who “controls” the Depositor within the meaning of the
      Securities Act and its 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
      that such Person may sustain arising out of third party claims based on (A)
      the
      failure of the Master Servicer (or any Servicing Function Participant engaged
      by
      it) to deliver or cause to be delivered when required any Assessment of
      Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i)
      or 3.22(b)(i), as applicable, or (B) any material misstatement or omission
      contained in any Assessment of Compliance provided pursuant to
      Section 3.22(a)(i).

     

    (ii)           The
      Trust Administrator agrees to indemnify and hold harmless the Depositor and
      each
      Person, if any, who “controls” the Depositor within the meaning of the
      Securities Act and its 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 that such Person
      may sustain arising out of third party claims based on (i) the failure of the
      Trust Administrator (or any Servicing Function Participant engaged by it) to
      deliver when required any Assessment of Compliance or Accountant’s Attestation
      required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material
      misstatement or omission contained in any Assessment of Compliance provided
      pursuant to Section 3.22(a)(i).

     


    
      
        
        

      

      
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    (iii)           The
      Custodian agrees to indemnify and hold harmless the Depositor and each Person,
      if any, who “controls” the Depositor within the meaning of the Securities Act
      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 that such Person
      may sustain arising out of third party claims based on (i) the failure of the
      Custodian (or any Servicing Function Participant engaged by it) to deliver
      or
      cause to be delivered when required any Assessment of Compliance or Accountant’s
      Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any
      material misstatement or omission contained in any Assessment of Compliance
      provided pursuant to Section 3.22(a)(i).

     

    (d)           Each
      of the parties hereto acknowledges and agrees that the purpose of this Section
      3.22 is to facilitate compliance by the Transferor and the Depositor with the
      provisions of Regulation AB, as such may be amended or clarified from time
      to
      time.  Therefore, each of the parties agrees that 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 the parties shall comply, to the extent practicable from a timing and
      information systems perspective (and to the extent the requesting party will
      pay
      any increased cost of the Trustee resulting from such request provided that
      such
      request results in extraordinary expenses), with requests made by the Transferor
      or the Depositor for delivery of additional or different information as the
      Transferor or the Depositor may determine in good faith is necessary to comply
      with the provisions of Regulation AB.

     

    Section
      3.23.    Errors and
      Omissions Insurance; Fidelity Bonds.

     

    The
      Master Servicer shall, for so long as it acts as Master Servicer under this
      Agreement, obtain and maintain in force (a) a policy or policies of insurance
      covering errors and omissions in the performance of its obligations as Master
      Servicer hereunder and (b) a fidelity bond in respect of its officers, employees
      and agents.  Each such policy or policies shall be in such form and
      such amount generally acceptable for entities serving as master
      servicer.  In the event that any such policy or bond ceases to be in
      effect, the Master Servicer shall obtain a comparable replacement policy or
      bond
      from an insurer or issuer, meeting the requirements set forth above as of the
      date of such replacement.

     


    
      
        
        

      

      
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    ARTICLE
      IV

     

    DISTRIBUTIONS
      AND SERVICING ADVANCES

     

    Section
      4.01.    Advances.

     

    The
      Master Servicer or (if the Master Servicer is the same entity as the Servicer)
      the Trustee, solely in its capacity as successor Servicer, shall deposit in
      the
      Distribution Account not later than the Distribution Account Deposit Date
      immediately preceding the related Distribution Date an Advance in an amount
      equal to the difference between (x) with respect to each Scheduled Payment
      due
      on a Mortgage Loan that is delinquent (other than as a result of a Relief Act
      Reduction) and for which the Servicers were required to make an Advance pursuant
      to the Servicing Agreement and (y) amounts deposited in the Collection Account
      to be used for Advances with respect to such Mortgage Loan, except to the extent
      the Master Servicer determines any such Advance to be a Nonrecoverable
      Advance.  Subject to the foregoing, the Master Servicer or (if the
      Master Servicer is the same entity as the Servicer) the Trustee, solely in
      its
      capacity as successor Servicer, shall continue to make such Advances for so
      long
      as the Servicers are required to do so under the Servicing
      Agreement.  If applicable, on the Distribution Account Deposit Date,
      the Master Servicer or (if the Master Servicer is the same entity as the
      Servicer) the Trustee, solely in its capacity as successor Servicer, shall
      deliver an Officer’s Certificate to the Trust Administrator stating that the
      Master Servicer or (if the Master Servicer is the same entity as the Servicer)
      the Trustee, solely in its capacity as successor Servicer, elects not to make
      an
      Advance in a stated amount and detailing the reason(s) it deems the Advance
      to
      be a Nonrecoverable Advance.  Any amounts deposited by the Master
      Servicer or (if the Master Servicer is the same entity as the Servicer) the
      Trustee, solely in its capacity as successor Servicer, pursuant to this Section
      4.01 shall be net of the Servicing Fee and the Master Servicing Compensation,
      if
      applicable, for the related Mortgage Loans.

     

    Section
      4.02.            Priorities
      of Distribution.

     

    (a)           On
      each Distribution Date, the Trust Administrator shall withdraw the related
      Group
      Available Funds (to the extent on deposit in the Distribution Account) from
      the
      Distribution Account and, pursuant to written instruction received from the
      Master Servicer as set forth in Section 4.04(a), upon which it may conclusively
      rely, apply such funds, first to distributions in respect of the Subsidiary
      and
      Middle REMIC Regular Interests, as provided in Section 4.02(g), and then to
      distributions on the Certificates in the following order and priority and,
      in
      each case, to the extent of such Group Available Funds, subject to adjustment
      in
      accordance with Sections 4.02(b), 4.02(d) and 4.02(d):

     

    (i)           With
      respect to the Group I Certificates as follows:

     

    first,
      concurrently,

     

    (A)           from
      Group 1 Available Funds to each Class of Group 1 Senior Certificates, pro
      rata based on the Accrued Certificate Interest of each such Class, an
      amount allocable to interest equal to the related Accrued Certificate Interest;
      and

     


    
      
        
        

      

      
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    (B)           from
      Group 2 Available Funds to each Class of Group 2 Senior Certificates, pro
      rata based on the Accrued Certificate Interest of each such Class, an
      amount allocable to interest equal to the related Accrued Certificate Interest;
      and

     

    (C)           from
      Group 3 Available Funds to each Class of Group 3 Senior Certificates, pro
      rata based on the Accrued Certificate Interest of each such Class, an
      amount allocable to interest equal to the related Accrued Certificate
      Interest.

     

    in
      each
      case (clause (A), (B) and (C) of this paragraph), any shortfall shall be
      allocated among such Classes described in the related paragraph in proportion
      to
      the amount of the Accrued Certificate Interest that would have been distributed
      in the absence of such shortfall; and

     

    second,
      concurrently,

     

    (A)           from
      the Available Funds for Sub-Group 1, the Group I Senior Optimal Principal Amount
      for that Distribution Date, concurrently, to the Class 1-A-1 and Class 1-A-2
      certificates, pro rata, based on their Certificate Principal Balances, until
      their respective Certificate Principal Balances have been reduced to
      zero;

     

    (B)           from
      the Available Funds for Sub-Group 2, to the Group 2 Certificates, the
      Group I Senior Optimal Principal Amount for that Distribution Date,
      concurrently, concurrently, to the Class 2-A-1 and Class 2-A-2 certificates,
      pro rata, based on their Certificate Principal Balances, until their
      respective Certificate Principal Balances are reduced to zero; and

     

    (C)           from
      the Available Funds for Sub-Group 3, to the Group 3 Certificates, the
      Group I Senior Optimal Principal Amount for that Distribution Date,
      concurrently, concurrently, to the Class 3-A-1 and Class 3-A-2 certificates,
      pro rata, based on their Certificate Principal Balances, until their
      respective Certificate Principal Balances are reduced to zero;

     

    third,
      to the Group I Subordinate Certificates from the remaining Available Funds
      for
      each Sub-Group 1, Sub-Group 2 and Sub-Group 3, in the aggregate, subject to
      Section 4.02(b) and 4.02(d), in the following order of priority:

     

    (D)           to
      the Class I-B-1 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     


    
      
        
        

      

      
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    (E)           to
      the Class I-B-1 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     

    (F)           to
      the Class I-B-2 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (G)           to
      the Class I-B-2 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     

    (H)           to
      the Class I-B-3 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (I)           to
      the Class I-B-3 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     

    (J)           to
      the Class I-B-4 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (K)           to
      the Class I-B-4 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     

    (L)           to
      the Class I-B-5 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (M)           to
      the Class I-B-5 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     

    (N)           to
      the Class I-B-6 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (O)           to
      the Class I-B-6 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero; and

     


    
      
        
        

      

      
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    fourth,
      to the Class A-LR Certificate, any remaining funds in the Subsidiary REMIC,
      and
      to the Class A-UR Certificate, any remaining funds in each remaining
      REMIC.

     

    (ii)           With
      respect to the Group II Certificates; and with respect to the Group II
      Subordinate Certificates, from the Group II Available Funds as
      follows:

     

    first,
      to each Class of Group II Senior Certificates, pro rata based on the
      Accrued Certificate Interest of each such Class, an amount allocable to interest
      equal to the related Accrued Certificate Interest; and

     

    any
      shortfall shall be allocated among such Classes described in the related
      paragraph in proportion to the amount of the Accrued Certificate Interest that
      would have been distributed in the absence of such shortfall; and

     

    second,
      from the Available Funds for Loan Group II the Group II Senior Optimal Principal
      Amount for that Distribution Date, sequentially, as follows:

     

    (1)
      concurrently, to the Class A-LR and Class A-UR certificates, pro rata, based
      on
      their Certificate Principal Balances, until their respective Certificate
      Principal Balances have been reduced to zero; and

     

    (2)
      to
      the Class 4-A certificates based on its Certificate Principal Balance, until
      its
      Certificate Principal Balance has been reduced to zero;

     

    third,
      to the Group II Subordinate Certificates from the remaining Available Funds
      for
      Loan Group II, subject to Section 4.02(b) and 4.02(d), in the following order
      of
      priority:

     

    (A)           to
      the Class II-B-1 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (B)           to
      the Class II-B-1 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     

    (C)           to
      the Class II-B-2 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (D)           to
      the Class II-B-2 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     


    
      
        
        

      

      
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    (E)           to
      the Class II-B-3 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (F)           to
      the Class II-B-3 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     

    (G)           to
      the Class II-B-4 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (H)           to
      the Class II-B-4 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     

    (I)           to
      the Class II-B-5 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution
      Date;

     

    (J)           to
      the Class II-B-5 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero;

     

    (K)           to
      the Class II-B-6 Certificates, an amount allocable to interest equal to the
      Accrued Certificate Interest for such Class for such Distribution Date;
      and

     

    (L)           to
      the Class II-B-6 Certificates, an amount allocable to principal equal to its
      Allocable Share for such Distribution Date until the Class Principal Balance
      of
      such Class is reduced to zero; and

     

    fourth,
      to the Class A-LR Certificate, any remaining funds in the Subsidiary REMIC,
      and
      to the Class A-UR Certificate, any remaining funds in each remaining
      REMIC.

     


    
      
        
        

      

      
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    (b)           On
      each Distribution Date, the amount referred to in clause (i) of the definition
      of Accrued Certificate Interest for each Class of Certificates shall be reduced
      by (i) the related Class’s pro rata share of Net Prepayment Interest
      Shortfalls with respect to the Mortgage Loans in the related Loan Group, based
      on such Class’s Accrued Certificate Interest for such Distribution Date without
      taking into account such Net Prepayment Interest Shortfalls and (ii) the related
      Class’s pro rata share (based on such Class’ pro rata share
      without taking into account any such reduction) of (A) after the Special Hazard
      Coverage Termination Date with respect to each Mortgage Loan in the related
      Loan
      Group that became a Special Hazard Mortgage Loan during the calendar month
      preceding the month of such Distribution Date, the excess of one month’s
      interest at the related Net Mortgage Rate on the Scheduled Principal Balance
      of
      such Mortgage Loan as of the Due Date in such month over the amount of
      Liquidation Proceeds applied as interest on such Mortgage Loan with respect
      to
      such month, (B) after the Bankruptcy Coverage Termination Date with respect
      to
      each Mortgage Loan in the related Loan Group or Loan Groups that became subject
      to a Bankruptcy Loss during the calendar month preceding the month of such
      Distribution Date, the interest portion of the related Deficient Valuation,
      (C)
      each Relief Act Reduction incurred on a Mortgage Loan in the related Loan Group
      or Loan Groups, during the calendar month preceding the month of such
      Distribution Date and (D) after the Fraud Loss Coverage Termination Date with
      respect to each Mortgage Loan in the related Loan Group or Loan Groups that
      became a Fraud Loan during the calendar month preceding the month of such
      Distribution Date, the excess of one month’s interest at the related Net
      Mortgage Rate on the Scheduled Principal Balance of such Mortgage Loan as of
      the
      Due Date in such month over the amount of Liquidation Proceeds applied as
      interest on such Mortgage Loan with respect to such month.

     

    (c)           Notwithstanding
      the priority and allocation contained in Sections 4.02(a)(i) and 4.02(a)(ii)
      priority fourth, if with respect to any Class of Subordinate
      Certificates in the related Loan Group on any Distribution Date, such Class
      has
      not satisfied the related Class Prepayment Distribution Trigger, no distribution
      of amounts pursuant to clauses (ii) and (iii) of the definition of the Group
      I
      or Group II Subordinate Optimal Principal Amount, as applicable, will be made
      to
      any such Classes (the “Restricted Classes”) and such amounts otherwise
      distributable to the Restricted Classes shall be distributed to any Classes
      of
      Subordinate Certificates in the related Loan Group that are not Restricted
      Classes, having lower numerical Class designations than such Restricted Classes,
      pro rata based on their respective Class Principal Balances immediately
      prior to such Distribution Date.  The calculation of any amount to be
      distributed under this Section 4.02(c) shall be made by the Master
      Servicer.

     

    (d)           On
      each Distribution Date, after application of Group 1 Available Funds, Group
      2
      Available Funds and Group 3 Available Funds in accordance with Section
      4.02(a)(i) items first and second, the Trust Administrator
      shall effect cross-collateralization among each Certificate Group in the
      following priority:

     


    
      
        
        

      

      
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    (i)           Subject
      to Section 4.02(b), to the extent any Accrued Certificate Interest with respect
      to any Class of Group I Senior Certificates remains unpaid after application
      of
      Available Funds for the related Sub-Group in accordance with Section 4.02(a)(i)
      items first and second, Available Funds for the other
      Sub-Groups remaining after payments on the Group I Senior Certificates related
      to such other Sub-Groups shall be applied to cover such unpaid Accrued
      Certificate Interest and, to the extent there are insufficient funds to pay
      such
      amounts in full, shall be applied pro rata based on the amounts of such
      unpaid Accrued Certificate Interest.

     

    (ii)           If
      on any Distribution Date, one or more Certificate Groups is an
      Undercollateralized Group, the available Group I Subordinate Principal
      Distribution Amount for the Group I Subordinate Certificates shall be paid
      to
      such Undercollateralized Group or Groups as principal to the Group I Senior
      Certificates of such Undercollateralized Group or Groups in accordance with
      the
      priorities set forth in Section 4.02(a)(i) until the aggregate Class Principal
      Balance of the Group I Senior Certificates of each such Undercollateralized
      Group equals the related Group Balance of the related Sub-Loan Group. If more
      than one such Certificate Group is an Undercollateralized Group, the available
      Group I Subordinate Principal Distribution Amount for the Group I Subordinate
      Certificates shall be distributed between such Undercollateralized Groups
pro rata based on the outstanding balances of the respective
      Certificate Groups.

     

    (iii)           On
      or after the date on which the Class Principal Balances of all of the Group
      I
      Senior Certificates in any Certificate Group have been reduced to zero, amounts
      otherwise distributable as principal on the Group I Subordinate Certificates,
      up
      to the applicable Apportioned Subordinate Principal Distribution Amount, shall
      be paid pro rata as principal to the remaining Group I Senior
      Certificates of the other Certificate Group or Groups in accordance with the
      priorities set forth in Section 4.02(a)(i), provided that on such
      Distribution Date (a) the Aggregate Subordinate Percentage for the Group I
      Subordinate Certificates for such Distribution Date is less than twice the
      initial Aggregate Subordinate Percentage for the Group I Subordinate
      Certificates or (b) the average outstanding principal balance of the Mortgage
      Loans delinquent 60 days or more over the last six months (including delinquent
      Mortgage Loans in bankruptcy, and all Mortgage Loans in foreclosure and REO
      Properties) as a percentage of the Group Subordinate Amount is greater than
      or
      equal to 50%.

     

    (iv)           Any
      application of the Subordinate Principal Distribution Amount pursuant to the
      preceding paragraphs (ii) and (iii) will reduce distributions to the related
      group of Subordinate Certificates of such amount in reverse order of priority
      pursuant to the priorities set forth in Section 4.02(a)(i) and (ii) priority
      fourth.

     

    (e)           [Reserved].

     


    
      
        
        

      

      
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    (f)           [Reserved].

     

    (g)           On
      each Distribution Date, Group Available Funds for each Loan Group shall be
      applied to distributions on the Subsidiary and Middle REMIC Regular Interests,
      as described in the Preliminary Statement, in each case in an amount sufficient
      to make the distributions to the Master REMIC.

     

    (h)           In
      the event that the Mortgage Loans are purchased at the Master Servicer's
      election pursuant to Section 10.01(a), the Trust Administrator shall remit
      the
      amount of any Fair Market Value Excess by wire transfer of immediately available
      funds to the holders of the Class A-LR Certificates in accordance with the
      instructions of the holders of the Class A-LR Certificates.

     

    Section
      4.03.    Allocation of
      Realized Losses.

     

    (a)           On
      or prior to each Distribution Date, the Master Servicer shall determine the
      total amount of Realized Losses, including Excess Losses and the allocation
      of
      such total amount as set forth below.  Realized Losses occurring on
      the Mortgage Loans shall be allocated as follows:

     

    (i)           [reserved];

     

    (ii)           any
      Realized Loss with respect to any Mortgage Loan (other than an Excess Loss)
      shall be allocated first to the Subordinate Certificates in reverse order of
      their respective numerical Class designations (beginning with the Class of
      Subordinate Certificates then outstanding with the highest numerical Class
      designation) until the respective Class Principal Balance of each such Class
      is
      reduced to zero, and second to the Senior Certificates of the related
      Certificate Group (other than the Interest Only Certificates) pro rata
      based upon their respective Class Principal Balances after giving effect to
      distributions of principal on such Distribution Date until the Class Principal
      Balance of each such Class has been reduced to zero or the aggregate Certificate
      Principal Balance of each such Component has been reduced to zero, as
      applicable; provided, however, that for Loan Group I (A) the
      losses allocable to the Class 1-A-1 Certificates, under this paragraph, will
      instead be allocated to the Class 1-A-2 Certificates until the Certificate
      Principal Balance of Class 1-A-2 Certificates has been reduced to zero, (B)
      the
      losses allocable to the Class 2-A-1 Certificates, under this paragraph, will
      instead be allocated to Class 2-A-2 Certificates until the Certificate Principal
      Balance of Class 2-A-2 Certificates has been reduced to zero and (C) the losses
      allocable to the Class 3-A-1 Certificates, under this paragraph, will instead
      be
      allocated to Class 3-A-2 Certificates until the Certificate Principal Balance
      of
      Class 3-A-2 Certificates has been reduced to zero;

     


    
      
        
        

      

      
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    (iii)           any
      Excess Losses occurring on any Mortgage Loan contributing to Loan Group I shall
      be allocated among (A) (1) the Group 1 Certificates, in the case of an Excess
      Loss on a Mortgage Loan contributing to Sub-Loan Group 1, (2) the Group 2
      Certificates, in the case of an Excess Loss on a Mortgage Loan contributing
      to
      Sub-Loan Group 2 and (3) the Group 3 Certificates (other than the Interest
      Only
      Certificates), in the case of an Excess Loss on a Mortgage Loan contributing
      to
      Sub-Loan Group 3 and (B) each Class of Group I Subordinate Certificates, pro
      rata based upon their respective Class Principal Balances after giving
      effect to distributions of principal on such Distribution Date of the Group
      Subordinate Amount for the Loan Group which incurred the Excess
      Loss);

     

    (iv)           any
      Excess Losses occurring on any Mortgage Loan contributing to Loan Group II
      shall
      be allocated among (A) the Group 4 Certificates, in the case of an Excess Loss
      on a Mortgage Loan contributing to Loan Group II and (B) each Class of Group
      II
      Subordinate Certificates, pro rata based upon their respective Class
      Principal Balances after giving effect to distributions of principal on such
      Distribution Date of the Group Subordinate Amount for the Loan Group which
      incurred the Excess Loss);and

     

    (b)           (i)
      The Class Principal Balance of the Class of Group I Subordinate Certificates
      then outstanding with the highest numerical Class designation shall be reduced
      on each Distribution Date by the sum the amount, if any, by which the aggregate
      of the Class Principal Balances of all outstanding Classes of Group 1, Group
      2
      and Group 3 Certificates (other than the Interest Only Certificates) and Group
      I
      Subordinate Certificates (after giving effect to the distribution of principal
      and the allocation of Realized Losses with respect to the Mortgage Loans)
      exceeds the Aggregate Pool Principal Balance for the following Distribution
      Date, less any Deficient Valuations occurring before the Bankruptcy Loss
      Coverage Amount has been reduced to zero;

     

    (ii)
      The
      Class Principal Balance of the Class of Group II Subordinate Certificates then
      outstanding with the highest numerical Class designation shall be reduced on
      each Distribution Date by the sum the amount, if any, by which the aggregate
      of
      the Class Principal Balances of all outstanding Classes of Group 4 Certificates
      and Group II Subordinate Certificates (after giving effect to the distribution
      of principal and the allocation of Realized Losses with respect to the Mortgage
      Loans) exceeds the Aggregate Pool Principal Balance for the following
      Distribution Date, less any Deficient Valuations occurring before the Bankruptcy
      Loss Coverage Amount has been reduced to zero; and

     


    
      
        
        

      

      
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    (c)           Any
      allocation of Realized Losses to a Certificate or any reduction in the
      Certificate Principal Balance of a Certificate pursuant to Section 4.03(a)
      or
      (b) above shall be accomplished by reducing the Certificate Principal Balance
      of
      such Certificate immediately following the distributions made on the related
      Distribution Date in accordance with the definition of “Certificate Principal
      Balance” herein; provided that no Realized Loss with respect to any Loan
      Group shall be allocated to reduce the Certificate Principal Balance of a Senior
      Certificate in any Loan Group to the extent that such allocation would reduce
      the aggregate Certificate Principal Balance of all of the Senior Certificates
      (other than the Interest Only) in that Loan Group and Subordinate Certificates
      in that Loan Group to an amount less than the Aggregate Pool Principal Balance
      for the following Distribution Date minus any related Deficient Valuations
      occurring before the Bankruptcy Loss Coverage Termination Date (such limitation,
      the “Loss Allocation Limitation”).

     

    (d)           Prior
      to the Cross-Over Date, with respect to any Recoveries received during the
      related Prepayment Period with respect to any Mortgage Loans, the Class
      Principal Balance of one or more Classes of Certificates that have previously
      had Realized Losses allocated, will be increased, as follows:

     

    (i)           first,
      up to the amount of the Recoveries with respect to any Loan Group, the Class
      Principal Balance of each Class of Senior Certificates (other than the Interest
      Only Certificates) in the related Loan Group will be increased, pro
      rata, up to the amount of the excess, if any, of (x) unrecovered Realized
      Losses previously allocated to each such Class, if any over (y) amounts
      previously applied to the increase of the Class Principal Balance of such Class
      pursuant to this Section 4.03(d)(i); and

     

    (ii)           second,
      up to the amount of the Recoveries related to each Loan Group remaining after
      allocation pursuant to the preceding clause (i), the Class Principal Balance
      of
      each Class of Subordinate Certificates in the related Loan Group, in order
      of
      seniority, will be increased, by the amount of the excess, if any, of (x)
      unrecovered Realized Losses previously allocated to each such Class, if any,
      over (y) amounts previously applied to the increase of the Class Principal
      Balance of such Class pursuant to this Section 4.03(d)(ii)(4).

     

    (e)           With
      respect to any Distribution Date on or after the Cross-Over Date, the Trust
      Administrator shall distribute the amount of any Recovery on a Mortgage Loan
      received during the calendar month prior to that Distribution Date to the
      Classes of Senior Certificates (other than the Interest Only Certificates)
      of
      the Certificate Group or Certificate Groups corresponding to the Loan Group
      to
      which the Mortgage Loan for which the Recovery was received, pro rata,
      the amount of such Recovery;

     

    provided,
      however, that any distribution to a Class of Certificates pursuant to
      this Section 4.03(e) shall not reduce the Class Principal Balance of such
      Class.

     


    
      
        
        

      

      
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    Section
      4.04.    Distribution Date
      Statements to Certificateholders.

     

    (a)           Not
      later than two Business Days prior to each Distribution Date, the Master
      Servicer shall prepare and make available to the Trust Administrator and not
      later than each Distribution Date, the Trust Administrator shall make available
      to each Certificateholder, the Depositor, the Trustee and any other interested
      parties a statement based in part on information provided by the Servicers
      setting forth the following information with respect to the related distribution
      (in the case of information furnished pursuant to (i) and (ii) below, the
      amounts shall be expressed as a dollar amount per one thousand:

     

    (i)           the
      amount thereof allocable to principal, separately identifying the aggregate
      amount of any Principal Prepayments collected on the Mortgage Loans and
      Liquidation Proceeds included therein;

     

    (ii)          the
      amount thereof allocable to interest, any unpaid Class Interest Shortfall
      included in such distribution and any remaining unpaid Class Interest Shortfall
      after giving effect to such distribution;

     

    (iii)         if
      the distribution to the Holders of such Class of Certificates is less than
      the
      full amount that would be distributable to such Holders if there were sufficient
      funds available therefor, the amount of the shortfall and the allocation thereof
      as between principal and interest;

     

    (iv)         the
      Certificate Principal Balance as a dollar amount per minimum denomination
      Certificate and the Certificate Principal Balance or Notional Amount of each
      Class of Certificates, after giving effect to the distribution of principal
      on
      such Distribution Date;

     

    (v)          the
      Group Balance for each Loan Group on such Distribution Date;

     

    (vi)         the
      related Senior Percentage and related Subordinate Percentage for each Loan
      Group
      for the following Distribution Date;

     

    (vii)        the
      aggregate amount of the Servicing Fees with respect to such Distribution
      Date;

     

    (viii)       the
      Pass-Through Rate for each such Class of Certificates with respect to such
      Distribution Date;

     

    (ix)          the
      amount of Advances included in the distribution on such Distribution Date and
      the aggregate amount of Advances outstanding as of the close of business on
      such
      Distribution Date;

     


    
      
        
        

      

      
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    (x)           the
      number and aggregate principal amounts of Mortgage Loans (A) delinquent
      (exclusive of Mortgage Loans in foreclosure) (1) 1 to 30 days (2) 31 to 60
      days
      (3) 61 to 90 days and (4) 91 or more days and (B) in foreclosure and delinquent
      (1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more days,
      as
      of the close of business on the last day of the calendar month preceding such
      Distribution Date, in accordance with the MBA methodology;

     

    (xi)          with
      respect to any Mortgage Loan that became an REO Property during the preceding
      calendar month, the loan number and Scheduled Principal Balance of such Mortgage
      Loan as of the close of business on the last Business Day of the calendar month
      preceding such Distribution Date and the date of acquisition
      thereof;

     

    (xii)         the
      total number and principal balance of any REO Properties (and market value,
      if
      available) as of the close of business on the last Business Day of the calendar
      month preceding such Distribution Date;

     

    (xiii)        the
      Senior Prepayment Percentage for each Loan Group;

     

    (xiv)        the
      aggregate amount of Realized Losses, by Loan Group on Mortgage Loans incurred
      during the preceding calendar month;

     

    (xv)         each
      Special Hazard Loss Coverage Amount, each Fraud Loss Coverage Amount and each
      Bankruptcy Loss Coverage Amount, in each case as of the related Determination
      Date;

     

    (xvi)        the
      beginning and ending number and aggregate Stated Principal Balance of the
      Mortgage Loans;

     

    (xvii)       the
      related Record Date;

     

    (xviii)      the
      related Interest Accrual Period;

     

    (xix)         the
      related Determination Date;

     

    (xx)          the
      related Distribution Date; and

     

    (xxi)         the
      amount of cash received with respect to the related Interest Accrual
      Period.

     


    
      
        
        

      

      
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    (b)           The
      Trust Administrator’s responsibility for disbursing the above information to the
      Master Servicer, the Trustee, the Depositor, the Certificateholders and other
      interested parties is limited to the availability, timeliness and the accuracy
      of the information provided by the Servicers.  The Trust Administrator
      will make a copy of each statement provided pursuant to this Section 4.04 (and,
      at its option, any additional files containing the same information in an
      alternative format) available each month to the Certificateholders and other
      interested parties, and other parties to this Agreement via the Trust
      Administrator’s internet website located at
“www.ctslink.com”.  Assistance in using the internet website can be
      obtained by calling the Trust Administrator’s customer service desk at (866)
      846-4526.  Parties that are unable to use the above distribution
      method are entitled to have a paper copy mailed to them via first class mail
      by
      calling the customer service desk and indicating such.  The Trust
      Administrator shall have the right to change the way the Distribution Date
      Statement is distributed in order to make such distribution more convenient
      and/or more accessible and the Trust Administrator shall provide timely and
      adequate notification to the Certificateholders and the parties to this
      Agreement regarding any such changes.

     

    The
      Trust
      Administrator shall also be entitled to rely on but shall not be responsible
      for
      the content or accuracy of any information provided by third parties (including
      the Servicer) for purposes of preparing the Distribution Date Statement and
      may
      affix thereto any disclaimer it deems appropriate in its reasonable discretion
      (without suggesting liability on the part of any other party
      hereto).

     

    As
      a
      condition to access to the Trust Administrator’s internet website, the Trust
      Administrator may require registration and the acceptance of a
      disclaimer.  The Trust Administrator will not be liable for the
      dissemination of information in accordance with this Agreement.

     

    (c)           Within
      a reasonable period of time after the end of each calendar year, the Trust
      Administrator shall cause to be furnished upon request to each Person who at
      any
      time during the calendar year was a Certificateholder, a statement containing
      the information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of this
      Section 4.04 aggregated for such calendar year or applicable portion thereof
      during which such Person was a Certificateholder.  Such obligation of
      the Trust Administrator shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Trust
      Administrator pursuant to any requirements of the Code as from time to time
      in
      effect.

     


    
      
        
        

      

      
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    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    Section
      5.01.    The
      Certificates.

     

    The
      Certificates shall be substantially in the forms attached hereto as Exhibit
      C
      through F.  The Certificates shall be issuable in registered form, in
      the minimum denominations, integral multiples in excess thereof (except that
      one
      Certificate in each Class may be issued in a different amount which must be
      in
      excess of the applicable minimum denomination) and aggregate denominations
      per
      Class set forth in the Preliminary Statement.

     

    Subject
      to Section 10.02 hereof respecting the final distribution on the Certificates,
      on each Distribution Date the Trust Administrator shall make distributions
      to
      each Certificateholder of record on the preceding Record Date either (x) by
      wire
      transfer in immediately available funds to the account of such holder at a
      bank
      or other entity having appropriate facilities therefor, if such Holder has
      so
      notified the Trust Administrator in writing at least five Business Days prior
      to
      the related Record Date or (y) by check mailed by first class mail to such
      Certificateholder at the address of such holder appearing in the Certificate
      Register.

     

    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Trust Administrator by an authorized officer.  Certificates bearing
      the manual or facsimile signatures of individuals who were, at the time when
      such signatures were affixed, authorized to sign on behalf of the Trust
      Administrator shall bind the Trust Administrator, notwithstanding that such
      individuals or any of them have ceased to be so authorized prior to the
      countersignature and delivery of such Certificates or did not hold such offices
      at the date of such Certificate.  No Certificate shall be entitled to
      any benefit under this Agreement, or be valid for any purpose, unless
      countersigned by the Trust Administrator by manual signature, and such
      countersignature upon any Certificate shall be conclusive evidence, and the
      only
      evidence, that such Certificate has been duly executed and delivered
      hereunder.  All Certificates shall be dated the date of their
      countersignature.  On the Closing Date, the Trust Administrator shall
      countersign the Certificates to be issued at the direction of the Depositor,
      or
      any affiliate thereof.

     

    The
      Depositor shall provide, or cause to be provided, to the Trust Administrator
      on
      a continuous basis, an adequate inventory of Certificates to facilitate
      transfers.

     

    Section
      5.02.            Certificate
      Register; Registration of Transfer and Exchange of
      Certificates.

     

    (a)           The
      Trust Administrator shall maintain, or cause to be maintained in accordance
      with
      the provisions of Section 5.06 hereof, a Certificate Register for the Trust
      Fund
      in which, subject to the provisions of subsections (b) and (c) below and to
      such
      reasonable regulations as it may prescribe, the Trust Administrator shall
      provide for the registration of Certificates and of transfers and exchanges
      of
      Certificates as herein provided.  Upon surrender for registration of
      transfer of any Certificate, the Trust Administrator shall execute and deliver,
      in the name of the designated transferee or transferees, one or more new
      Certificates of the same Class and aggregate Percentage Interest.

     


    
      
        
        

      

      
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    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Trust
      Administrator.  Whenever any Certificates are so surrendered for
      exchange, the Trust Administrator shall execute, authenticate, and deliver
      the
      Certificates which the Certificateholder making the exchange is entitled to
      receive.  Every Certificate presented or surrendered for registration
      of transfer or exchange shall be accompanied by a written instrument of transfer
      in form satisfactory to the Trust Administrator duly executed by the holder
      thereof or his attorney duly authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      transfer or exchange of Certificates, but 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 may be required by the Trust
      Administrator.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      canceled and subsequently destroyed by the Trust Administrator in accordance
      with the Trust Administrator’s customary procedures.

     

    (b)           (i)           No
      transfer of a Private Certificate shall be made unless such transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such state securities laws.  In the event that a
      transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such transfer (other than the Depositor
      or an affiliate of the Depositor) shall certify to the Trust Administrator
      in
      writing the facts surrounding the transfer in substantially the forms set forth
      in Exhibit J (the “Transferor Certificate”).  Further, such
      Certificateholder’s prospective transferee will either (i) deliver a letter in
      substantially the form of either Exhibit K (the “Investment Letter”) or Exhibit
      L (the “Rule 144A Letter”) or (ii) deliver to the Trust Administrator at the
      expense of the transferor an Opinion of Counsel that such transfer may be made
      pursuant to an exemption from the Securities Act.  The Depositor shall
      provide to any Holder of a Private Certificate and any prospective transferee
      designated by any such Holder, information regarding the related Certificates
      and the Mortgage Loans and such other information as shall be necessary to
      satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer
      of any such Certificate without registration thereof under the Securities Act
      pursuant to the registration exemption provided by Rule 144A.  The
      Trust Administrator and the Master Servicer shall cooperate with the Depositor,
      in accordance with the Depositor’s request, in providing the Rule 144A
      information referenced in the preceding sentence, including providing to the
      Depositor, to the extent in its possession, such information regarding the
      Certificates, the Mortgage Loans and other matters regarding the Trust Fund
      as
      the Depositor shall reasonably request to meet its obligation under the
      preceding sentence.  Each Holder of a Private Certificate desiring to
      effect such transfer shall, and does hereby agree to, indemnify the Trustee,
      the
      Trust Administrator, the Depositor, and the Master Servicer 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.

     


    
      
        
        

      

      
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    (ii)           No
      transfer of an ERISA-Restricted Certificate shall be made (other than to the
      Depositor or an affiliate of the Depositor) unless the Trust Administrator
      shall
      have received in accordance with Exhibit K or Exhibit L (in the event such
      Certificate is a Private Certificate) or paragraph 13 of Exhibit I (in the
      event
      such Certificate is a Residual Certificate), in form and substance satisfactory
      to such Trust Administrator (i) a representation that such transferee is not
      an
      employee benefit plan or other retirement arrangement subject to Section 406
      of
      ERISA and/or Section 4975 of the Code, or a person acting for, on behalf of
      or
      with the assets of, any such plan or arrangement, (ii) in the case of an
      ERISA-Restricted Certificate which is the subject of an ERISA-Qualifying
      Underwriting, if the purchaser is an insurance company, a representation that
      the purchaser is an insurance company which is purchasing such Certificates
      with
      funds contained in an “insurance company general account” (as such term is
      defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE
      95-60”)) and that the purchase and holding of such Certificates are covered
      under Sections I and III of PTCE 95-60 or (iii) an Opinion of Counsel
      satisfactory to the Trust Administrator, which Opinion of Counsel shall not
      be
      an expense of the Trustee, the Trust Administrator, the Depositor, the
      Transferor, the Master Servicer or the Trust Fund, addressed to the Trust
      Administrator to the effect that the purchase or holding of such
      ERISA-Restricted Certificate will not result in non-exempt prohibited
      transactions under Section 406 of ERISA and/or Section 4975 of the Code and
      will
      not subject the Trustee, the Trust Administrator, the Depositor, the Transferor
      or the Master Servicer to any obligation in addition to those expressly
      undertaken in this Agreement.  For purposes of the preceding sentence,
      with respect to an ERISA-Restricted Certificate that is not a Private
      Certificate or a Residual Certificate, in the event the representation letter
      referred to in the preceding sentence is not so furnished, such representation
      shall be deemed to have been made to the Trust Administrator by the transferee’s
      (including an initial acquirer’s) acceptance of the ERISA-Restricted
      Classes.  Notwithstanding anything else to the contrary herein, any
      purported transfer of an ERISA-Restricted Certificate, to or on behalf of an
      employee benefit plan or other retirement arrangement subject to ERISA or the
      Code in violation of the above restrictions shall be void and of no
      effect.

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Trust Administrator shall be under no liability to any Person for any
      registration of transfer of any ERISA-Restricted Certificate that is in fact
      not
      permitted by this Section 5.02(b) or for making any payments due on such
      Certificate to the Holder thereof or taking any other action with respect to
      such Holder under the provisions of this Agreement so long as the transfer
      was
      registered by the Trust Administrator in accordance with the foregoing
      requirements.

     

    Neither
      the Trust Administrator nor the Master Servicer shall be required to monitor,
      determine or inquire as to compliance with the transfer restrictions with
      respect to any ERISA-Restricted Certificate that is a Book-Entry Certificate,
      and neither the Trust Administrator nor the Master Servicer shall have any
      liability for transfers of any such Book-Entry Certificates made through the
      book entry facilities of any Depository or between or among Depository
      Participants or Certificate Owners made in violation of the transfer
      restrictions set forth herein.

     


    
      
        
        

      

      
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    (iii)           [Reserved].

     

    (c)           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 the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i)           Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trust
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (ii)           No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Trust Administrator shall not register
      the Transfer of any Residual Certificate unless, in addition to the certificates
      required to be delivered to the Trust Administrator under subparagraph (b)
      above, the Trust Administrator shall have been furnished with an affidavit
      (a
“Transfer Affidavit”) of the initial owner or the proposed transferee (other
      than the Depositor of an affiliate thereof) in the form attached hereto as
      Exhibit I.

     

    (iii)           Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
      such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
      Person is acting as nominee, trustee or agent in connection with any Transfer
      of
      a Residual Certificate and (C) not to Transfer its Ownership Interest in a
      Residual Certificate or to cause the Transfer of an Ownership Interest in a
      Residual Certificate to any other Person if it has actual knowledge that such
      Person is not a Permitted Transferee.

     

    (iv)           Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 5.02(c) shall be
      absolutely null and void and shall vest no rights in the purported
      Transferee.  If any purported transferee shall become a Holder of a
      Residual Certificate in violation of the provisions of this Section 5.02(c),
      then the last preceding Permitted Transferee shall be restored to all rights
      as
      Holder thereof retroactive to the date of registration of Transfer of such
      Residual Certificate.  The Trust 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 Section 5.02(b) and this Section
      5.02(c) or for making any payments due on such Certificate to the Holder thereof
      or taking any other action with respect to such Holder under the provisions
      of
      this Agreement so long as the Transfer was registered after receipt of the
      related Transfer Affidavit, Transferor Certificate and either the Rule 144A
      Letter or the Investment Letter.  The Trust Administrator shall be
      entitled but not obligated to recover from any Holder of a Residual Certificate
      that was in fact not a Permitted Transferee at the time it became a Holder
      or,
      at such subsequent time as it became other than a Permitted Transferee, all
      payments made on such Residual Certificate at and after either such
      time.  Any such payments so recovered by the Trust Administrator shall
      be paid and delivered by the Trust Administrator to the last preceding Permitted
      Transferee of such Certificate.

     


    
      
        
        

      

      
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    (v)           The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Trust Administrator, all information necessary to compute
      any
      tax imposed under Section 860E(e) of the Code as a result of a Transfer of
      an
      Ownership Interest in a Residual Certificate to any Holder who is not a
      Permitted Transferee.

     

    The
      restrictions on Transfers of a Residual Certificate set forth in this Section
      5.02(c) shall cease to apply (and the applicable portions of the legend on
      a
      Residual Certificate may be deleted) with respect to Transfers occurring after
      delivery to the Trust Administrator of an Opinion of Counsel, which Opinion
      of
      Counsel shall not be an expense of the Trust Fund, the Trustee, the Trust
      Administrator, the Transferor or the Master Servicer, to the effect that the
      elimination of such restrictions will not cause any REMIC hereunder to fail
      to
      qualify as a REMIC at any time that the Certificates are outstanding or result
      in the imposition of any tax on the Trust Fund, a Certificateholder or another
      Person.  Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate hereby consents to any amendment of this Agreement which,
      based on an Opinion of Counsel furnished to the Trust Administrator, is
      reasonably necessary (a) to ensure that the record ownership of, or any
      beneficial interest in, a Residual Certificate is not transferred, directly
      or
      indirectly, to a Person that is not a Permitted Transferee and (b) to provide
      for a means to compel the Transfer of a Residual Certificate which is held
      by a
      Person that is not a Permitted Transferee to a Holder that is a Permitted
      Transferee.

     

    (d)           The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 5.02 in connection with transfer shall be at the expense of the
      parties to such transfers.

     

    (e)           Except
      as provided below, the Book-Entry Certificates shall at all times remain
      registered in the name of the Depository or its nominee and at all
      times:  (i) registration of the Certificates may not be transferred by
      the Trust Administrator except to another Depository; (ii) the Depository shall
      maintain Book-Entry records with respect to the Certificate Owners and with
      respect to ownership and transfers of such Book-Entry Certificates; (iii)
      ownership and transfers of registration of the Book-Entry Certificates on the
      books of the Depository shall be governed by applicable rules established by
      the
      Depository; (iv) the Depository may collect its usual and customary fees,
      charges and expenses from its Depository Participants; (v) the Trust
      Administrator shall deal with the Depository as representative of the
      Certificate Owners of the Book-Entry Certificates for purposes of exercising
      the
      rights of Holders under this Agreement, and requests and directions for and
      votes of such representative shall not be deemed to be inconsistent if they
      are
      made with respect to different Certificate Owners; and (vi) the Trust
      Administrator may conclusively rely and shall be fully protected in relying
      upon
      information furnished by the Depository with respect to its Depository
      Participants and furnished by the Depository Participants with respect to
      indirect participating firms and persons shown on the books of such indirect
      participating firms as direct or indirect Certificate Owners.

     


    
      
        
        

      

      
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    All
      transfers by Certificate Owners of 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 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.

     

    If
      (x)
      (i) the Depository or the Depositor advises the Trust Administrator in writing
      that the Depository is no longer willing, qualified or able to properly
      discharge its responsibilities as Depository, and (ii) the Depositor is unable
      to locate a qualified successor, (y) the Depositor notifies the Trust
      Administrator in writing, with the consent of the applicable Depository
      Participants, that it elects to terminate the book-entry system through the
      Depository or (z) after the occurrence of a Master Servicer Event of
      Termination, Certificate Owners representing at least 51% of the Certificate
      Principal Balance of the Book-Entry Certificates together advise the Trust
      Administrator and the Depository through the Depository Participants in writing
      that the continuation of a Book-Entry system through the Depository is no longer
      in the best interests of the Certificate Owners and the Depository Participants
      consent to the termination, the Trust Administrator, upon receipt of notice
      of
      such event, shall notify all Certificate Owners, through the Depository, of
      the
      occurrence of any such event and of the availability of definitive,
      fully-registered Certificates (the “Definitive Certificates”) to Certificate
      Owners requesting the same.  Upon surrender to the Trust Administrator
      of the related Class of Certificates by the Depository, accompanied by the
      instructions from the Depository for registration, the Trust Administrator
      shall
      issue the Definitive Certificates.  None of the Master Servicer, the
      Depositor nor the Trust Administrator shall be liable for any delay in delivery
      of such instruction and each may conclusively rely on, and shall be protected
      in
      relying on, such instructions.  The Depositor shall provide the Trust
      Administrator with an adequate inventory of certificates to facilitate the
      issuance and transfer of Definitive Certificates.  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 Trust Administrator, to the extent applicable with respect
      to
      such Definitive Certificates and the Trust Administrator shall recognize the
      Holders of the Definitive Certificates as Certificateholders hereunder;
provided that the Trust Administrator shall not by virtue of its
      assumption of such obligations become liable to any party for any act or failure
      to act of the Depository.

     

    Section
      5.03.    Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Trust Administrator, or the
      Trust Administrator receives evidence to its satisfaction of the destruction,
      loss or theft of any Certificate and (b) there is delivered to the Master
      Servicer and the Trust Administrator such security or indemnity as may be
      required by them to save each of them harmless, then, in the absence of notice
      to the Trust Administrator that such Certificate has been acquired by a bona
      fide purchaser, the Trust Administrator shall execute, countersign and deliver,
      in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
      Certificate, a new Certificate of like Class, tenor and Percentage
      Interest.  In connection with the issuance of any new Certificate
      under this Section 5.03, the Trust 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 Trust Administrator and its counsel) connected therewith.  Any
      replacement Certificate issued pursuant to this Section 5.03 shall constitute
      complete and indefeasible evidence of ownership, as if originally issued,
      whether or not the lost, stolen or destroyed Certificate shall be found at
      any
      time.

     


    
      
        
        

      

      
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    Section
      5.04.            Persons
      Deemed Owners.

     

    The
      Master Servicer, the Trustee, the Trust Administrator and any agent of the
      Master Servicer, the Trust Administrator or the Trustee may treat the Person
      in
      whose name any Certificate is registered as the owner of such Certificate for
      the purpose of receiving distributions as provided in this Agreement and for
      all
      other purposes whatsoever, and none of the Master Servicer, the Trust
      Administrator or the Trustee nor any agent of the Master Servicer, the Trust
      Administrator or the Trustee shall be affected by any notice to the
      contrary.

     

    Section
      5.05.            Access
      to List of Certificateholders’ Names and Addresses.

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Trust Administrator, (b) state that such Certificateholders desire to
      communicate with other Certificateholders with respect to their rights under
      this Agreement or under the Certificates, and (c) provide a copy of the
      communication which such Certificateholders propose to transmit, or if the
      Depositor or Master Servicer shall request such information in writing from
      the
      Trust Administrator, then the Trust Administrator shall, within ten Business
      Days after the receipt of such request, provide the Depositor, the Master
      Servicer or such Certificateholders at such recipients’ expense the most recent
      list of the Certificateholders of such Trust Fund held by the Trust
      Administrator, if any.  The Depositor and every Certificateholder, by
      receiving and holding a Certificate, agree that the Trust Administrator shall
      not be held accountable by reason of the disclosure of any such information
      as
      to the list of the Certificateholders hereunder, regardless of the source from
      which such information was derived.

     

    Section
      5.06.            Maintenance
      of Office or Agency.

     

    Certificates
      may be surrendered for registration of transfer or exchange at Corporate Trust
      Office of the Trust Administrator.  The Trust Administrator will give
      prompt written notice to the Certificateholders of any change in such location
      of any such office or agency.

     

    Section
      5.07.            Deposit
      of Uncertificated REMIC Interests.

     

    The
      Uncertificated REMIC Interests shall be issued in uncertificated form to the
      Underwriter pursuant to Section 4 of the Underwriting Agreement and transferred
      by the Underwriter on the Closing Date to the Trustee to be held in trust
      pursuant to terms of the Trust Agreement.  U.S. Bank National
      Association, as Trustee, and Wells Fargo Bank, N.A., as Trust Administrator,
      are
      hereby directed and authorized to enter into the Trust Agreement.  In
      entering into the Trust Agreement and performing its obligations thereunder,
      each of the Trustee and the Trust Administrator shall be entitled to the same
      rights, protections and indemnities afforded to them under this Agreement in
      their capacity as Trustee and Trust Administrator, respectively.

     


    
      
        
        

      

      
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    ARTICLE
      VI

     

    THE
      DEPOSITOR, THE MASTER SERVICER AND THE CUSTODIAN

     

    Section
      6.01.            Respective
      Liabilities of the Depositor, the Master Servicer and the
      Custodian.

     

    The
      Depositor, the Master Servicer and the Custodian shall each be liable in
      accordance herewith only to the extent of the obligations specifically and
      respectively imposed upon and undertaken by them herein.

     

    Section
      6.02.            Merger
      or Consolidation of the Depositor, the Master Servicer and the
      Custodian.

     

    The
      Depositor, the Master Servicer and the Custodian will each keep in full effect
      its existence, rights and franchises as a corporation or limited partnership,
      as
      the case may be, under the laws of the United States or under the laws of one
      of
      the states thereof and will each obtain and preserve its qualification to do
      business as a foreign corporation or legal entity, as the case may be, 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 respective duties under this Agreement.

     

    Any
      Person into which the Depositor, the Master Servicer or the Custodian may be
      merged or consolidated, or any Person resulting from any merger or consolidation
      to which the Depositor, the Master Servicer or the Custodian shall be a party,
      or any Person succeeding to the business of the Depositor, the Master Servicer
      or the Custodian, shall be the successor of the Depositor, the Master Servicer
      or the Custodian, 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 the successor or surviving Person to the Master Servicer
      shall be qualified to service mortgage loans on behalf of Fannie Mae or Freddie
      Mac.

     

    Section
      6.03.            Limitation
      on Liability of the Depositor, the Transferor, the Master Servicer, the
      Custodian and Others.

     


    
      
        
        

      

      
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    None
      of
      the Depositor, the Transferor, the Master Servicer, the Custodian or any of
      the
      directors, officers, employees or agents of the Depositor, the Transferor,
      the
      Master Servicer or the Custodian shall be under any liability to the Trust
      Fund
      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
      Transferor, the Master Servicer, the Custodian or any such Person against any
      breach of representations or warranties made by it herein or protect the
      Depositor, the Transferor, the Master Servicer, the Custodian or any such Person
      from any liability which would otherwise be imposed by reason of willful
      misfeasance, bad faith or negligence in the performance of duties hereunder
      or
      by reason of reckless disregard of obligations and duties
      hereunder.  The Depositor, the Transferor, the Master Servicer, the
      Custodian and any director, officer, employee or agent of the Depositor, the
      Transferor, the Master Servicer or the Custodian may rely in good faith on
      any
      document of any kind prima facie properly executed and submitted by any Person
      respecting any matters arising hereunder.  The Depositor, the
      Transferor, the Master Servicer, the Custodian and any director, officer,
      employee or agent of the Depositor, the Transferor, the Master Servicer or
      the
      Custodian shall be indemnified by the Trust Fund and held harmless against
      any
      loss, liability or expense incurred in connection with (i) any audit,
      controversy or judicial proceeding relating to a governmental taxing authority,
      (ii) the performance of its duties and obligations and the exercise of its
      rights under this Agreement or the Certificates which constitute “unanticipated
      expenses incurred by the REMIC” within the meaning of the REMIC Provisions, or
      (iii) any legal action relating to this Agreement or the Certificates, other
      than any loss, liability or expense related to any specific Mortgage Loan or
      Mortgage Loans (except as any such loss, liability or expense shall be otherwise
      reimbursable pursuant to this Agreement) and any loss, liability or expense
      incurred by reason of willful misfeasance, bad faith or negligence in the
      performance of duties hereunder or by reason of reckless disregard of
      obligations and duties hereunder.  None of the Depositor, the
      Transferor, the Master Servicer and the Custodian shall be under any obligation
      to appear in, prosecute or defend any legal action that is not incidental to
      its
      respective duties hereunder and which in its opinion may involve it in any
      expense or liability; provided, however, that any of the
      Depositor, the Transferor, the Master Servicer or the Custodian may in its
      discretion undertake any such action that it may deem necessary or desirable
      in
      respect of this Agreement and the rights and duties of the parties hereto and
      interests of the Trustee, the Trust Administrator and the Certificateholders
      hereunder.  In such event, the legal expenses and costs of such action
      and any liability resulting therefrom shall be expenses, costs and liabilities
      of the Trust Fund, and the Depositor, the Transferor, the Custodian and the
      Master Servicer shall be entitled to be reimbursed therefor out of the
      Collection Account.

     

    Section
      6.04.            Limitation
      on Resignation of Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except (a) upon appointment of a successor master servicer and receipt
      by
      the Trustee of a letter from each Rating Agency that such a resignation and
      appointment will not result in a downgrading of the rating of any of the
      Certificates, or (b) upon determination that its duties hereunder are no longer
      permissible under applicable law, or (c) pursuant to Section
      6.05.  Any such determination under clause (b) permitting the
      resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
      to such effect delivered to the Trustee.  No such resignation shall
      become effective until the Trustee or a successor master servicer shall have
      assumed the Master Servicer’s responsibilities, duties, liabilities and
      obligations hereunder.

     


    
      
        
        

      

      
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    Section
      6.05.            Sale
      and Assignment of Master Servicing Rights.

     

    The
      Master Servicer may sell, assign or delegate its rights, duties and obligations
      as Master Servicer under this Agreement in their entirety; provided,
however, that:  (i) the purchaser or transferee accepting such
      sale, assignment and delegation (a) shall be a Person qualified to service
      mortgage loans for Fannie Mae or Freddie Mac, (b) shall have a net worth of
      not
      less than $50,000,000 (unless otherwise approved by each Rating Agency pursuant
      to clause (ii) below) or (c) shall execute and deliver to the Trustee an
      agreement, in form and substance reasonably satisfactory to the Trustee, which
      contains an assumption by such Person of the due and punctual performance and
      observance of each covenant and condition to be performed or observed by it
      as
      master servicer under this Agreement, from and after the effective date of
      such
      assumption agreement or delegation; (ii) each Rating Agency shall be given
      prior
      written notice of the identity of the proposed successor to the Master Servicer
      and shall confirm in writing to the Master Servicer and the Trustee that any
      such sale, assignment or delegation would not result in a withdrawal or a
      downgrading of the rating on any Class of Certificates in effect immediately
      prior to such sale, assignment; and (iii) the Master Servicer 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 fulfilled and such action is permitted by and complies with the terms
      of
      this Agreement.  No such sale, assignment or delegation shall affect
      any liability of the Master Servicer arising prior to the effective date
      thereof.

     

    Section
      6.06.            Fees
      of the Custodian.

     

    The
      Custodian shall be compensated as separately agreed in writing with the Master
      Servicer.

     

    ARTICLE
      VII

     

    DEFAULT

     

    Section
      7.01.            Events
      of Default.

     

    “Master
      Servicer Event of Termination,” wherever used herein, means any one of the
      following events:

     

    (i)           The
      Master Servicer fails to cause to be deposited in the Distribution Account
      any
      amount so required to be deposited pursuant to this Agreement, and such failure
      continues unremedied for a period of one Business Day; or

     

    (ii)           The
      Master Servicer fails to observe or perform in any material respect any other
      material covenants and agreements set forth in this Agreement to be performed
      by
      it, which covenants and agreements materially affect the rights of
      Certificateholders, and such failure continues unremedied for a period of 60
      days after the date on which written notice of such failure, properly requiring
      the same to be remedied, shall have been given to the Master Servicer by the
      Trustee or to the Master Servicer and the Trustee or the Trust Administrator
      by
      the Holders of Certificates evidencing Voting Rights aggregating not less than
      25% of the Certificates; or

     


    
      
        
        

      

      
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    (iii)           There
      is entered against the Master Servicer a decree or order by a court or agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a conservator, receiver or liquidator in any insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the winding
      up or liquidation of its affairs, and the continuance of any such decree or
      order is unstayed and in effect for a period of 60 consecutive days, or an
      involuntary case is commenced against the Master Servicer under any applicable
      insolvency or reorganization statute and the petition is not dismissed within
      60
      days after the commencement of the case; or

     

    (iv)           The
      Master Servicer consents to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings of or relating to the Master Servicer or
      substantially all of its property; or the Master Servicer admits in writing
      its
      inability to pay its debts generally as they become due, files a petition to
      take advantage of any applicable insolvency or reorganization statute, makes
      an
      assignment for the benefit of its creditors, or voluntarily suspends payment
      of
      its obligations; or

     

    (v)           The
      Master Servicer assigns or delegates its duties or rights under this Agreement
      in contravention of the provisions permitting such assignment or delegation
      under Section 6.04; or

     

    (vi)           any
      failure by the Master Servicer to comply with Sections 3.21 or
      3.22.

     

    In
      each
      and every such case, so long as such Master Servicer Event of Termination with
      respect to the Master Servicer shall not have been remedied, the Trustee may,
      and (i) at the direction of the Holders of Certificates evidencing Voting Rights
      aggregating not less than 25% of the Certificates or (ii) if such Master
      Servicer Event of Termination is related to a failure by the Master Servicer
      to
      make any Advance required to be made by it pursuant to the terms of this
      Agreement, the Trustee shall, in each case by notice in writing to the Master
      Servicer, with a copy to the Rating Agencies, terminate all of the rights and
      obligations (but not the liabilities accruing prior to the date of termination)
      of the Master Servicer under this Agreement and in and to the Mortgage Loans
      and/or the REO Property serviced by the Master Servicer and the proceeds
      thereof; provided, however, with respect to a Master Servicer
      Event of Termination set forth in clause (vi), the Depositor, at its sole
      option, but with the consent of the Trustee, may permit a cure period for the
      Master Servicer to deliver such Assessment of Compliance or Accountant’s
      Attestation, but in no event later than March 25 of such year.  Upon
      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, the Mortgage Loans, the Servicing Agreement, REO Property or
      under
      any other related agreements (but only to the extent that such other agreements
      relate to the Mortgage Loans or related REO Property) shall, subject to Section
      7.02, automatically and without further action pass to and be vested in the
      Trustee pursuant to this Section 7.01; and, without limitation, the Trustee
      is
      hereby authorized and empowered to execute and deliver, on behalf of the Master
      Servicer as attorney-in-fact or otherwise, any and all documents and other
      instruments and to do or accomplish all other acts or things necessary or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of the Mortgage Loans and
      related documents, or otherwise.  The Master Servicer agrees to
      cooperate with the Trustee in effecting the termination of the Master Servicer’s
      rights and obligations hereunder, including, without limitation, the transfer
      to
      the Trustee of (i) the Mortgage Files and all other property and amounts which
      are then or should be part of the Issuing Entity or which thereafter become
      part
      of the Issuing Entity; and (ii) originals or copies of all documents of the
      Master Servicer reasonably requested by the Trustee to enable it to assume
      the
      Master Servicer’s duties thereunder.  In addition to any other amounts
      which are then, or, notwithstanding the termination of its activities under
      this
      Agreement, may become payable to the Master Servicer under this Agreement,
      the
      Master Servicer shall be entitled to receive, out of any amount received on
      account of a Mortgage Loan or related REO Property, that portion of such
      payments which it would have received as reimbursement under this Agreement
      if
      notice of termination had not been given.  The termination of the
      rights and obligations of the Master Servicer shall not affect any obligations
      incurred by the Master Servicer prior to such termination.

     


    
      
        
        

      

      
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    Notwithstanding
      any termination of the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to receive, out of any late collection of a Scheduled
      Payment on a Mortgage Loan which was due prior to the notice terminating such
      Master Servicer’s rights and obligations as Master Servicer hereunder and
      received after such notice, that portion thereof to which such Master Servicer
      would have been entitled pursuant to Sections 3.10(a)(i) through (xi), and
      any
      other amounts payable to such Master Servicer hereunder the entitlement to
      which
      arose prior to the termination of its activities hereunder.

     

    If
      the
      Master Servicer and the Trust Administrator are the same Person, then at any
      time the Master Servicer is terminated pursuant to Section 7.01 hereof, the
      Trust Administrator shall likewise be removed as trust administrator
      hereunder.

     

    Section
      7.02.            Trustee
      to Act; Appointment of Successor.

     

    On
      and
      after the time the Master Servicer receives a notice of termination pursuant
      to
      Section 7.01 hereof, the Trustee shall, subject to and to the extent provided
      in
      Section 3.05, be the successor to the Master Servicer in its capacity as Master
      Servicer under this Agreement and the transactions set forth or provided for
      herein and shall be subject to all the responsibilities, duties, liabilities
      and
      limitations on liabilities relating thereto placed on the Master Servicer by
      the
      terms and provisions hereof and applicable law including the obligation to
      make
      Advances pursuant to Section 4.01.  As compensation therefor, the
      Trustee shall be entitled to investment income on all funds to which the Master
      Servicer would have been entitled in the Collection Account or Distribution
      Account if the Master Servicer had continued to act
      hereunder.  Notwithstanding the foregoing, if the Trustee has become
      the successor to the Master Servicer in accordance with Section 7.01 hereof,
      the
      Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
      by applicable law from making Advances pursuant to Section 4.01 hereof or if
      it
      is otherwise unable to so act, or if it has been requested in writing by Holders
      of Certificates evidencing not less than 25% of the Voting Rights evidenced
      by
      the Certificates to do so, appoint, or petition a court of competent
      jurisdiction to appoint, any established mortgage loan servicing institution
      the
      appointment of which does not adversely affect the then current rating of the
      Certificates by each Rating Agency as the successor to the Master Servicer
      hereunder in the assumption of all or any part of the responsibilities, duties
      or liabilities of the Master Servicer hereunder.  Any successor to the
      Master Servicer shall be an institution which is a Fannie Mae and Freddie Mac
      approved seller/servicer in good standing, which has a net worth of at least
      $15,000,000, and which is willing to master service the Mortgage Loans and
      executes and delivers to the Depositor and the Trustee an agreement accepting
      such delegation and assignment, which contains an assumption by such Person
      of
      the rights, powers, duties, responsibilities, obligations and liabilities of
      the
      Master Servicer (other than liabilities of the Master Servicer under Section
      6.03 hereof incurred prior to termination of the Master Servicer under Section
      7.01), with like effect as if originally named as a party to this Agreement;
      provided that each Rating Agency acknowledges that its rating of the
      Certificates in effect immediately prior to such assignment and delegation
      will
      not be qualified or reduced as a result of such assignment and
      delegation.  Pending appointment of a successor to the Master Servicer
      hereunder, the Trustee, unless the Trustee is prohibited by law from so acting,
      shall, subject to Section 3.05 hereof, act in such capacity as hereinabove
      provided.  In connection with such appointment and assumption, the
      Trustee may make such arrangements for the compensation of such successor master
      servicer out of payments on Mortgage Loans as it and such successor master
      servicer shall agree; provided, however, that no such compensation
      shall be in excess of the compensation permitted the Master Servicer
      hereunder.  The Trustee and such successor master servicer shall take
      such action, consistent with this Agreement, as shall be necessary to effectuate
      any such succession.  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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    Any
      successor master servicer as Master Servicer shall give notice to the Servicer
      of such change of master servicer and shall, during the term of its service
      as
      master servicer enforce the requirement of the Servicer to maintain in force
      the
      policy or policies pursuant to Section 3.11.

     

    The
      Trustee or successor master servicer shall be entitled to be reimbursed from
      the
      Master Servicer for all costs associated with the transfer of master servicing
      from the predecessor master servicer, including, without limitation, any costs
      or expenses (including but not limited to personnel time) associated with the
      complete transfer of all master servicing data and the completion, correction
      or
      manipulation of such master servicing data as may be required by the Trustee
      or
      successor master servicer to correct any errors or insufficiencies in the master
      servicing data or otherwise to enable the Trustee or successor master servicer
      to master service the Mortgage Loans properly and effectively.  If the
      Master Servicer does not pay such reimbursement within thirty (30) days of
      its
      receipt of an invoice therefor, such reimbursement shall be an expense of the
      Issuing Entity and the Trustee shall be entitled to withdraw such reimbursement
      from amounts on deposit in the Distribution Account pursuant to Section
      3.10(b)(iii); provided that the Master Servicer shall reimburse the
      Issuing Entity for any such expense incurred by the Issuing Entity.

     

    Section
      7.03.            Notification
      to Certificateholders.

     

    (a)           Upon
      any termination of or appointment of a successor to the Master Servicer, the
      Trustee (or the Trust Administrator on its behalf) shall give prompt written
      notice thereof to Certificateholders and to each Rating Agency.

     

    (b)           Within
      60 days after the occurrence of any Master Servicer Event of Termination, the
      Trustee or the Trust Administrator shall transmit by mail to all
      Certificateholders notice of each such Master Servicer Event of Termination
      hereunder actually known to a Responsible Officer of the Trustee or the Trust
      Administrator, unless such Master Servicer Event of Termination shall have
      been
      cured or waived.

     

    ARTICLE
      VIII

     

    CONCERNING
      THE TRUSTEE

     

    Section
      8.01.            Duties
      of Trustee.

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Termination
      and
      after the curing or waiver of all Master Servicer Events of Termination that
      may
      have occurred, shall undertake to perform such duties and only such duties
      as
      are specifically set forth in this Agreement.  In case a Master
      Servicer Event of Termination has occurred and remains uncured or unwaived,
      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 their exercise as a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs, but only until such time as a successor Master
      Servicer shall have been appointed hereunder.

     


    
      
        
        

      

      
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    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee that
      are specifically required to be furnished pursuant to any provision of this
      Agreement shall examine them to determine whether they are in the form required
      by this Agreement to the extent that forms of such documents have been provided
      to the Trustee; provided, however, that the Trustee shall not be
      responsible for the accuracy or content of any such resolution, certificate,
      statement, opinion, report, document, order or other instrument.  If
      any such instrument is found not to conform in any material respect to the
      requirements of this Agreement, the Trustee shall notify the Certificateholders
      of such non-conforming instrument in the event the Trustee, after so requesting,
      does not receive a satisfactorily corrected instrument.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct; provided, however, that:

     

    (i)           unless
      a Master Servicer Event of Termination of which a Responsible Officer of the
      Trustee has actual knowledge shall have occurred and be continuing, the duties
      and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not 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 and the Trustee 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 and conforming to the
      requirements of this Agreement which it believed in good faith to be genuine
      and
      to have been duly executed by the proper authorities respecting any matters
      arising hereunder;

     

    (ii)           the
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer or Responsible Officers of the Trustee, unless it shall
      be
      conclusively determined by a court of competent jurisdiction, such determination
      no longer subject to appeal, that the Trustee was negligent in ascertaining
      the
      pertinent facts;

     

    (iii)           the
      Trustee shall not 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
      Holders of Certificates evidencing not less than 25% of the Voting Rights of
      Certificates relating to the time, method and place of conducting any proceeding
      for any remedy available to the Trustee, or exercising or omitting to exercise
      any trust or power conferred upon the Trustee under this Agreement;
      and

     

    (iv)           The
      Trustee shall not be accountable, shall have no liability and makes no
      representation as to any acts or omissions hereunder of the Master Servicer
      until such time as the Trustee may be required to act as Master Servicer
      pursuant to Section 7.02 and thereupon only for the acts or omissions of the
      Trustee as successor Master Servicer.

     


    
      
        
        

      

      
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    Section
      8.02.            Certain
      Matters Affecting the Trustee.

     

    Except
      as
      otherwise provided in Section 8.01:

     

    (i)           the
      Trustee may request and conclusively rely upon and shall be fully protected
      in
      acting or refraining from acting upon any resolution, Officer’s Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties and the Trustee shall have no responsibility to
      ascertain or confirm the genuineness of any signature of any such party or
      parties;

     

    (ii)           the
      Trustee may consult with counsel, financial advisers or accountants and the
      advice of any such counsel, financial advisers or accountants and any advice
      or
      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)           the
      Trustee shall not 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;

     

    (iv)           prior
      to the occurrence of a Master Servicer Event of Termination and after the curing
      or waiver of all Master Servicer Events of Termination which may have occurred,
      the Trustee shall not 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 so to do by Holders of Certificates
      evidencing not less than 25% of the Voting Rights allocated to each Class of
      Certificates; provided, however, that if the payment within a
      reasonable time to the Trustee 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, not reasonably assured to the Trustee by the security afforded to
      it by
      the terms of this Agreement, the Trustee may require reasonable indemnity
      against such expense or liability as a condition to so
      proceeding.  The reasonable expense of every such examination shall be
      paid by the Master Servicer or, if paid by the Trustee, shall be reimbursed
      by
      the Master Servicer upon demand.  Nothing in this clause (iv) shall
      derogate from the obligation of the Master Servicer to observe any applicable
      law prohibiting disclosure of information regarding the Mortgagors;

     

    (v)           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 or the Custodian
      and the Trustee shall not be responsible for any misconduct or negligence on
      the
      part of any such agent, attorney or custodian appointed by the Trustee with
      due
      care;

     


    
      
        
        

      

      
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    (vi)           the
      Trustee shall not be required to risk or expend its own funds or otherwise
      incur
      any financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers hereunder if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity against
      such risk or liability is not assured to it, and none of the provisions
      contained in this Agreement shall in any event require the Trustee to perform,
      or be responsible for the manner of performance of, any of the obligations
      of
      the Master Servicer under this Agreement, except during such time, if any,
      as
      the Trustee shall be the successor to, and be vested with the rights, duties,
      powers and privileges of, the Master Servicer in accordance with the terms
      of
      this Agreement;

     

    (vii)           the
      Trustee shall not be liable for any loss on any investment of funds pursuant
      to
      this Agreement (other than as issuer of the investment security);

     

    (viii)                      the
      Trustee shall not be deemed to have knowledge of a Master Servicer Event of
      Termination until a Responsible Officer of the Trustee obtains actual knowledge
      of such failure or the Trustee receives written notice of such failure from
      the
      Master Servicer or the holders of Certificates evidencing not less than 25%
      of
      the Voting Rights of Certificates.  In the absence of such receipt of
      such notice, the Trustee may conclusively assume that there is no Master
      Servicer Event of Termination;

     

    (ix)           the
      Trustee shall be under no obligation to exercise any of the trusts, rights
      or
      powers vested in it by this Agreement or to institute, conduct or defend any
      litigation hereunder or in relation hereto at the request, order or direction
      of
      any of the Certificateholders, pursuant to the provisions of this Agreement,
      unless such Certificateholders shall have offered to the Trustee reasonable
      security or indemnity satisfactory to the Trustee against the costs, expenses
      and liabilities which may be incurred therein or thereby.

     

    The
      Trustee shall have no duty (A) to see to any recording, filing, or depositing
      of
      this Agreement or any agreement referred to herein or any financing statement
      or
      continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any rerecording,
      refiling or redepositing thereof, (B) to see to the provision of any insurance
      or (C) to see to the payment or discharge of any tax, assessment, or other
      governmental charge or any lien or encumbrance of any kind owing with respect
      to, assessed or levied against, any part of the Trust Fund other than from
      funds
      available in the Distribution Account.

     

    Section
      8.03.            Trustee
      Not Liable for Certificates or Mortgage Loans.

     

    The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor or the Transferor, as the case may be, and the
      Trustee assumes no responsibility for their correctness.  The Trustee
      makes no representations as to the validity or sufficiency of this Agreement
      or
      of the Certificates or of any Mortgage Loan or related document.  The
      Trustee shall not be accountable for the use or application by the Depositor
      or
      the Master Servicer 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 Distribution Account by the Depositor, the Master Servicer or
      the
      Trust Administrator.

     


    
      
        
        

      

      
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    Section
      8.04.            Trustee
      May Own Certificates.

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Certificates and may transact business with the parties hereto and their
      Affiliates with the same rights as it would have if it were not the
      Trustee.

     

    Section
      8.05.            Trustee’s
      Fees and Expenses.

     

    The
      Trustee shall be compensated as separately agreed with the Master
      Servicer.  The Trustee and any director, officer, employee, agent or
“control person” within the meaning of the Securities Act of 1933, as amended,
      and the Securities Exchange of 1934, as amended (“Control Person”), of the
      Trustee shall be indemnified by the Issuing Entity and held harmless against
      any
      loss, liability or expense (including reasonable attorney’s fees) (i) incurred
      in connection with any claim or legal action relating to (a) this Agreement,
      (b)
      the Mortgage Loans or (c) the Certificates, (ii) incurred in connection with
      the
      performance of any of the Trustee’s duties hereunder, other than any loss,
      liability or expense (x) incurred by reason of willful misfeasance, bad faith
      or
      negligence in the performance of any of the Trustee’s duties hereunder or (y)
      which would not constitute an “unanticipated expense incurred by the REMIC”
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) and (iii)
      incurred by reason of any action of the Trustee taken at the direction of the
      Certificateholders.  Such indemnity shall survive the termination of
      this Agreement or the resignation or removal of the Trustee
      hereunder.  Without limiting the foregoing, and except for any such
      expense, disbursement or advance as may arise from the Trustee’s negligence, bad
      faith or willful misconduct, or which would not be an “unanticipated expense”
within the meaning of the second preceding sentence, the Trustee shall be
      reimbursed by the Issuing Entity for all reasonable expenses, disbursements
      and
      advances incurred or made by the Trustee in accordance with any of the
      provisions of this Agreement with respect to:  (A) the reasonable
      compensation and the expenses and disbursements of its counsel not associated
      with the closing of the issuance of the Certificates, (B) the reasonable
      compensation, expenses and disbursements of any accountant, engineer, appraiser
      or other agent that is not regularly employed by the Trustee, to the extent
      that
      the Trustee must engage such Persons to perform acts or services hereunder
      and
      (C) printing and engraving expenses in connection with preparing any Definitive
      Certificates.  The Issuing Entity shall fulfill its obligations under
      this paragraph from amounts on deposit from time to time in the Distribution
      Account.

     

    Section
      8.06.            Eligibility
      Requirements for Trustee.

     

    The
      Trustee hereunder shall at all times be a corporation or association organized
      and doing business under the laws the United States of America or any state
      thereof, authorized under such laws to exercise corporate trust powers, having
      a
      combined capital and surplus of at least $50,000,000, subject to supervision
      or
      examination by federal or state authority and with a credit rating of at least
      investment grade.  If such corporation or association publishes
      reports of condition at least annually, pursuant to law or to the requirements
      of the aforesaid supervising or examining authority, then for the purposes
      of
      this Section 8.06 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 condition so published.  In case at any
      time the Trustee shall cease to be eligible in accordance with the provisions
      of
      this Section 8.06, the Trustee shall resign immediately in the manner and with
      the effect specified in Section 8.07 hereof.  The entity serving as
      Trustee may have normal banking and trust relationships with the Depositor
      and
      its affiliates or the Master Servicer and its affiliates; provided,
however, that such entity cannot be an affiliate of the Master Servicer
      other than the Trustee in its role as successor to the Master
      Servicer.

     


    
      
        
        

      

      
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    Section
      8.07.            Resignation
      and Removal of Trustee.

     

    The
      Trustee may at any time resign and be discharged from the trusts hereby created
      by giving written notice of resignation to the Depositor, the Master Servicer
      and each Rating Agency not less than 60 days before the date specified in such
      notice when, subject to Section 8.08, such resignation is to take effect, and
      acceptance by a successor trustee in accordance with Section 8.08 meeting the
      qualifications set forth in Section 8.06.  If no successor trustee
      meeting such qualifications shall have been so appointed by the Depositor and
      have accepted appointment within 30 days after the giving of such notice of
      resignation, the resigning Trustee may petition any court of competent
      jurisdiction for the appointment of a successor trustee.

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with the provisions
      of
      Section 8.06 hereof and shall fail to resign after written request thereto
      by
      the Depositor, or if at any time the Trustee shall become incapable of acting,
      or shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee
      or
      of its property shall be appointed, or any public officer shall take charge
      or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, or a tax is imposed with respect
      to
      the Trust Fund by any state in which the Trustee or the Trust Fund is located
      and the imposition of such tax would be avoided by the appointment of a
      different trustee, then the Depositor or the Master Servicer may remove the
      Trustee and appoint a successor trustee by written instrument, in triplicate,
      one copy of which instrument shall be delivered to the Trustee so removed,
      one
      copy of which shall be delivered to the Master Servicer and one copy to the
      successor trustee.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee and appoint a successor trustee 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 by
      the
      successor Trustee to the Master Servicer, one complete set to the Trustee so
      removed and one complete set to the successor so appointed.  Notice of
      any removal of the Trustee shall be given to each Rating Agency by the successor
      trustee.

     

    Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to any of the provisions of this Section 8.07 shall become effective
      upon acceptance by the successor trustee of appointment as provided in Section
      8.08 hereof.

     

    Section
      8.08.            Successor
      Trustee.

     

    Any
      successor trustee appointed as provided in Section 8.07 hereof shall execute,
      acknowledge and deliver to the Depositor and to its predecessor trustee and
      the
      Master Servicer an instrument accepting such appointment hereunder and thereupon
      the resignation or removal of the predecessor trustee shall become effective
      and
      such successor trustee, 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
      herein.  The Depositor, the Master Servicer and the predecessor
      trustee 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 all such rights, powers, duties, and
      obligations.

     


    
      
        
        

      

      
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    No
      successor trustee shall accept appointment as provided in this Section 8.08
      unless at the time of such acceptance such successor trustee shall be eligible
      under the provisions of Section 8.06 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates, as confirmed
      in
      writing by each Rating Agency.

     

    Upon
      acceptance by a successor trustee of appointment as provided in this Section
      8.08, the Depositor shall mail notice of the succession of such trustee
      hereunder to all Holders of Certificates.  If the Depositor fails to
      mail such notice within 10 days after acceptance by the successor trustee of
      appointment, the successor trustee shall cause such notice to be mailed at
      the
      expense of the Depositor.

     

    Section
      8.09.            Merger
      or Consolidation of Trustee.

     

    Any
      corporation or other entity into which the Trustee may be merged or converted
      or
      with which it may be consolidated or any corporation or other entity resulting
      from any merger, conversion or consolidation to which the Trustee shall be
      a
      party, or any corporation or other entity succeeding to the business of the
      Trustee, shall be the successor of the Trustee hereunder, provided that
      such corporation or other entity shall be eligible under the provisions of
      Section 8.06 hereof, without the execution or filing of any paper or further
      act
      on the part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    Section
      8.10.            Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust Fund
      or property securing any Mortgage Note may at the time be located, the Master
      Servicer and the Trustee acting jointly 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 the Trust Fund,
      and
      to vest in such Person or Persons, in such capacity and for the benefit of
      the
      Certificateholders, such title to the Trust Fund or any part thereof, whichever
      is applicable, and, subject to the other provisions of this Section 8.10, such
      powers, duties, obligations, rights and trusts as the Master Servicer and the
      Trustee may consider necessary or desirable.  If the Master Servicer
      shall not have joined in such appointment within 15 days after the receipt
      by it
      of a request to do so, or in the case a Master Servicer Event of Termination
      shall have occurred and be continuing, 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 8.06 and no notice to Certificateholders of the appointment of any
      co-trustee or separate trustee shall be required under Section
      8.08.

     

    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     


    
      
        
        

      

      
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    (i)           To
      the extent necessary to effectuate the purposes of this Section 8.10, all
      rights, powers, duties and obligations conferred or imposed upon the Trustee,
      except for the obligation of the Trustee (as successor master servicer) under
      this Agreement to advance funds on behalf of the Master Servicer, shall be
      conferred or imposed upon and exercised or performed by the Trustee and such
      separate trustee or co-trustee jointly (it being understood that such separate
      trustee or co-trustee is not authorized to act separately without the Trustee
      joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the 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
      the applicable Trust Fund or any portion thereof in any such jurisdiction)
      shall
      be exercised and performed singly by such separate trustee or co-trustee, but
      solely at the direction of the Trustee;

     

    (ii)           No
      trustee hereunder shall be held personally liable by reason of any act or
      omission of any other trustee hereunder and such appointment shall not, and
      shall not be deemed to, constitute any such separate trustee or co-trustee
      as
      agent of the Trustee; and

     

    (iii)           The
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the separate trustees and co-trustees, when and 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 VIII.  Each separate trustee and
      co-trustee, upon its acceptance of the trusts 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 Master Servicer and
      the
      Depositor.

     

    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.

     


    
      
        
        

      

      
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    ARTICLE
      IX

     

    CONCERNING
      THE TRUST ADMINISTRATOR AND THE MASTER

    SERVICER

     

    Section
      9.01.            Duties
      of Trust Administrator.

     

    The
      Trust
      Administrator shall undertake to perform such duties and only such duties as
      are
      specifically set forth in this Agreement.

     

    The
      Trust
      Administrator, upon receipt of all resolutions, certificates, statements,
      opinions, reports, documents, orders or other instruments furnished to the
      Trust
      Administrator that are specifically required to be furnished pursuant to any
      provision of this Agreement shall examine them to determine whether they are
      in
      the form required by this Agreement; provided, however, that the
      Trust Administrator shall not be responsible for the accuracy or content of
      any
      such resolution, certificate, statement, opinion, report, document, order or
      other instrument.  If any such instrument is found not to conform in
      any material respect to the requirements of this Agreement, the Trust
      Administrator shall notify the Certificateholders of such non-conforming
      instrument in the event the Trust Administrator, after so requesting, does
      not
      receive a satisfactorily corrected instrument.

     

    No
      provision of this Agreement shall be construed to relieve the Trust
      Administrator from liability for its own negligent action, its own negligent
      failure to act or its own willful misconduct; provided, however,
      that:

     

    (i)           the
      duties and obligations of the Trust Administrator shall be determined solely
      by
      the express provisions of this Agreement, the Trust Administrator shall not
      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 Trust Administrator and the Trust
      Administrator 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 Trust Administrator and conforming to the requirements of
      this
      Agreement which it believed in good faith to be genuine and to have been duly
      executed by the proper authorities respecting any matters arising
      hereunder;

     

    (ii)           the
      Trust Administrator shall not be liable for an error of judgment made in good
      faith by a Responsible Officer or Responsible Officers of the Trust
      Administrator, unless it shall be conclusively determined by a court of
      competent jurisdiction, such determination no longer subject to appeal, that
      the
      Trust Administrator was negligent in ascertaining the pertinent
      facts;

     


    
      
        
        

      

      
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    (iii)           the
      Trust Administrator shall not 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 Holders of Certificates evidencing not less than 25% of the Voting
      Rights of Certificates relating to the time, method and place of conducting
      any
      proceeding for any remedy available to the Trust Administrator, or exercising
      or
      omitting to exercise any trust or power conferred upon the Trust Administrator
      under this Agreement; and

     

    (iv)           The
      Trust Administrator shall not be accountable, shall have no liability and makes
      no representation as to any acts or omissions hereunder of the Master Servicer
      or the Trustee.

     

    Section
      9.02.    Certain Matters
      Affecting the Trust Administrator.

     

    Except
      as
      otherwise provided in Section 9.01:

     

    (i)           the
      Trust Administrator may request and conclusively rely upon and shall be fully
      protected in acting or refraining from acting upon any resolution, Officer’s
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal, bond
      or
      other paper or document believed by it to be genuine and to have been signed
      or
      presented by the proper party or parties and the Trust Administrator shall
      have
      no responsibility to ascertain or confirm the genuineness of any signature
      of
      any such party or parties;

     

    (ii)           the
      Trust Administrator may consult with counsel, financial advisers or accountants
      and the advice of any such counsel, financial advisers or accountants and any
      advice or 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)           the
      Trust Administrator shall not 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;

     

    (iv)           the
      Trust Administrator shall not 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 so to do by Holders of Certificates
      evidencing not less than 25% of the Voting Rights allocated to each Class of
      Certificates; provided, however, that if the payment within a
      reasonable time to the Trust 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 Trust Administrator, not reasonably assured to the Trust
      Administrator by the security afforded to it by the terms of this Agreement,
      the
      Trust Administrator may require reasonable indemnity against such expense or
      liability as a condition to so proceeding.  Nothing in this clause
      (iv) shall derogate from the obligation of the Master Servicer to observe any
      applicable law prohibiting disclosure of information regarding the
      Mortgagors;

     


    
      
        
        

      

      
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    (v)           the
      Trust Administrator may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents or attorneys or
      the
      Custodian and the Trust Administrator shall not be responsible for any
      misconduct or negligence on the part of any such agent, attorney or custodian
      appointed by the Trust Administrator with due care;

     

    (vi)           the
      Trust Administrator shall not be required to risk or expend its own funds or
      otherwise incur any financial liability in the performance of any of its duties
      or in the exercise of any of its rights or powers hereunder if it shall have
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not assured to it, and none of
      the
      provisions contained in this Agreement shall in any event require the Trust
      Administrator to perform, or be responsible for the manner of performance of,
      any of the obligations of the Master Servicer under this Agreement, except
      during such time, if any, as the Trust Administrator shall be the successor
      to,
      and be vested with the rights, duties, powers and privileges of, the Master
      Servicer in accordance with the terms of this Agreement;

     

    (vii)          [reserved];

     

    (viii)         [reserved];

     

    (ix)           
      the Trust Administrator shall be under no obligation to exercise any of the
      trusts, rights or powers vested in it by this Agreement or to institute, conduct
      or defend any litigation hereunder or in relation hereto at the request, order
      or direction of any of the Certificateholders, pursuant to the provisions of
      this Agreement, unless such Certificateholders shall have offered to the Trust
      Administrator reasonable security or indemnity satisfactory to the Trust
      Administrator against the costs, expenses and liabilities which may be incurred
      therein or thereby.

     

    The
      Trust
      Administrator shall have no duty (A) to see to any recording, filing, or
      depositing of this Agreement or any agreement referred to herein or any
      financing statement or continuation statement evidencing a security interest,
      or
      to see to the maintenance of any such recording or filing or depositing or
      to
      any rerecording, refiling or redepositing thereof, (B) to see to the provision
      of any insurance or (C) to see to the payment or discharge of any tax,
      assessment, or other governmental charge or any lien or encumbrance of any
      kind
      owing with respect to, assessed or levied against, any part of the Trust Fund
      other than from funds available in the Distribution Account.

     

    Section
      9.03.    Trust
      Administrator Not Liable for Certificates or Mortgage Loans.

     


    
      
        
        

      

      
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    The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor or the Transferor, as the case may be, and the
      Trust
      Administrator assumes no responsibility for their correctness.  The
      Trust Administrator makes no representations as to the validity or sufficiency
      of this Agreement or of the Certificates or of any Mortgage Loan or related
      document other than with respect to the Trust Administrator’s execution and
      authentication of the Certificates.  The Trust Administrator shall not
      be accountable for the use or application by the Depositor or the Master
      Servicer 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
      by
      the Depositor or the Master Servicer.

     

    Section
      9.04.            Trust
      Administrator May Own Certificates.

     

    The
      Trust
      Administrator in its individual or any other capacity may become the owner
      or
      pledgee of Certificates and may transact business with the parties hereto and
      their Affiliates with the same rights as it would have if it were not the Trust
      Administrator.

     

    Section
      9.05.            Trust
      Administrator’s Fees and Expenses.

     

    As
      compensation for its activities hereunder, the Trust Administrator shall be
      entitled to retain or withdraw from the Distribution Account an amount equal
      to
      the Trust Administrator Compensation.  The Trust Administrator and any
      director, officer, employee, agent or “control person” within the meaning of the
      Securities Act of 1933, as amended, and the Securities Exchange of 1934, as
      amended (“Control Person”), of the Trust Administrator shall be indemnified by
      the Issuing Entity and held harmless against any loss, liability or expense
      (including reasonable attorney’s fees) (i) incurred in connection with any claim
      or legal action relating to (a) this Agreement, (b) the Mortgage Loans or (c)
      the Certificates, other than any loss, liability or expense incurred by reason
      of willful misfeasance, bad faith or negligence in the performance of any of
      the
      Trust Administrator’s duties hereunder, (ii) incurred in connection with the
      performance of any of the Trust Administrator’s duties hereunder, other than any
      loss, liability or expense (x) incurred by reason of willful misfeasance, bad
      faith or negligence in the performance of any of the Trust Administrator’s
      duties hereunder or (y) which would not constitute an “unanticipated expense
      incurred by the REMIC” within the meaning of Treasury Regulations Section
      1.860G-1(b)(3)(ii), or (iii) incurred by reason of any action of the Trust
      Administrator taken at the direction of the Certificateholders.  Such
      indemnity shall survive the termination of this Agreement or the resignation
      or
      removal of the Trust Administrator hereunder.  Without limiting the
      foregoing, and except for any such expense, disbursement or advance as may
      arise
      from the Trust Administrator’s negligence, bad faith or willful misconduct, or
      which would not be an “unanticipated expense” within the meaning of the second
      preceding sentence, the Trust Administrator shall be reimbursed by the Issuing
      Entity for all reasonable expenses, disbursements and advances incurred or
      made
      by the Trust Administrator in accordance with any of the provisions of this
      Agreement with respect to:  (A) the reasonable compensation and the
      expenses and disbursements of its counsel not associated with the closing of
      the
      issuance of the Certificates, (B) the reasonable compensation, expenses and
      disbursements of any accountant, engineer, appraiser or other agent that is
      not
      regularly employed by the Trust Administrator, to the extent that the Trust
      Administrator must engage such Persons to perform acts or services hereunder
      and
      (C) printing and engraving expenses in connection with preparing any Definitive
      Certificates.  The Issuing Entity shall fulfill its obligations under
      this paragraph from amounts on deposit from time to time in the Distribution
      Account.

     


    
      
        
        

      

      
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    Section
      9.06.            Eligibility
      Requirements for Trust Administrator.

     

    The
      Trust
      Administrator hereunder shall at all times be a corporation or association
      organized and doing business under the laws the United States of America or
      any
      state thereof, authorized under such laws to exercise corporate trust powers,
      having a combined capital and surplus of at least $50,000,000, subject to
      supervision or examination by federal or state authority and with a credit
      rating of at least investment grade.  If such corporation or
      association publishes reports of condition at least annually, pursuant to law
      or
      to the requirements of the aforesaid supervising or examining authority, then
      for the purposes of this Section 9.06 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 condition so
      published.  In case at any time the Trust Administrator shall cease to
      be eligible in accordance with the provisions of this Section 9.06, the Trust
      Administrator shall resign immediately in the manner and with the effect
      specified in Section 9.07 hereof.  The entity serving as Trust
      Administrator may have normal banking and trust relationships with the Depositor
      and its affiliates or the Trustee and its affiliates.

     

    Section
      9.07.            Resignation
      and Removal of Trust Administrator.

     

    The
      Trust
      Administrator may at any time resign by giving written notice of resignation
      to
      the Depositor and the Trustee and each Rating Agency not less than 60 days
      before the date specified in such notice when, subject to Section 9.08, such
      resignation is to take effect, and acceptance by a successor trust administrator
      in accordance with Section 9.08 meeting the qualifications set forth in Section
      9.06.  If no successor trust administrator meeting such qualifications
      shall have been so appointed by the Depositor or the Trustee and have accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trust Administrator may petition any court of competent jurisdiction
      for the appointment of a successor trust administrator.

     

    If
      at any
      time the Trust Administrator shall cease to be eligible in accordance with
      the
      provisions of Section 9.06 hereof and shall fail to resign after written request
      thereto by the Depositor, or if at any time the Trust Administrator shall become
      incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
      receiver of the Trust Administrator or of its property shall be appointed,
      or
      any public officer shall take charge or control of the Trust Administrator
      or of
      its property or affairs for the purpose of rehabilitation, conservation or
      liquidation, or a tax is imposed with respect to the Trust Fund by any state
      in
      which the Trust Administrator or the Trust Fund is located and the imposition
      of
      such tax would be avoided by the appointment of a different Trust Administrator,
      then the Depositor or the Trustee may remove the Trust Administrator and appoint
      a successor trust administrator by written instrument, in triplicate, one copy
      of which instrument shall be delivered to the Trust Administrator so removed,
      one copy of which shall be delivered to the Master Servicer and one copy to
      the
      successor trust administrator.  If the Master Servicer and the Trust
      Administrator are the same Person, then at any time the Master Servicer is
      terminated pursuant to Section 7.01 hereof, the Depositor shall also remove
      the
      Trust Administrator as trust administrator hereunder.

     


    
      
        
        

      

      
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    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trust Administrator and appoint a successor trust administrator
      by written instrument or instruments, in triplicate, signed by such Holders
      or
      their attorneys-in-fact duly authorized, one complete set of which instruments
      shall be delivered by the successor Trust Administrator to the Trustee, one
      complete set to the Trust Administrator so removed and one complete set to
      the
      successor so appointed.  Notice of any removal of the Trust
      Administrator shall be given to each Rating Agency by the successor trust
      administrator.

     

    Any
      resignation or removal of the Trust Administrator and appointment of a successor
      trust administrator pursuant to any of the provisions of this Section 9.07
      shall
      become effective upon acceptance by the successor trust administrator of
      appointment as provided in Section 9.08 hereof.  If the Trust
      Administrator and the Master Servicer are the same Person, then at any time
      the
      Trust Administrator is removed pursuant to this Section 9.07, the Master
      Servicer shall likewise be terminated as master servicer hereunder.

     

    The
      Trust
      Administrator (i) may not be an Originator, Master Servicer, Servicer, the
      Depositor or an affiliate of the Depositor unless the Trust 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 Moody's (or such rating acceptable to Fitch
      pursuant to a rating confirmation).  If no successor trust
      administrator shall have been appointed and shall have accepted appointment
      within 60 days after Wells Fargo Bank, N.A., as Trust Administrator, ceases
      to
      be the trust administrator pursuant to this Section 9.07, then the Trustee
      shall
      perform the duties of the Trust Administrator pursuant to this Agreement. The
      Trustee shall notify the Rating Agencies of any change of Trust
      Administrator.  In such event, the Trustee shall assume all of the
      rights and obligations of the Trust Administrator hereunder arising thereafter
      except that the Trustee shall not be (i) liable for losses of the predecessor
      Trust Administrator or any acts or omissions of the predecessor Trust
      Administrator hereunder or (ii) deemed to have made any representations and
      warranties of the Trust Administrator made herein.  The Trustee shall
      not be accountable for, shall have no liability for and makes no representation
      as to any acts or omissions hereunder of the Trust Administrator until such
      time
      as the Trustee may be required to act as successor Trust Administrator pursuant
      to this Section 9.07 and thereupon only for the acts or omissions of the Trustee
      as successor Trust Administrator.

     

    The
      Trustee or successor trust administrator shall be entitled to be reimbursed
      from
      the Master Servicer for all reasonable costs and expenses associated with the
      transfer of the duties of the Trust Administrator from the predecessor Trust
      Administrator, including, without limitation, any costs or expenses associated
      with the complete transfer of all trust administrator data and the completion,
      correction or manipulation of such trust administrator data as may be required
      by the Trustee or successor trust administrator to correct any errors or
      insufficiencies in such trust administrator data or otherwise to enable the
      Trustee or successor trust administrator to perform the duties of the Trust
      Administrator properly and effectively.

     


    
      
        
        

      

      
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    The
      Trustee, as successor Trust Administrator, as compensation for its activities
      hereunder, shall be entitled to retain or withdraw from the Distribution Account
      an amount equal to the Trust Administrator Compensation.  To the
      extent such Trust Administrator Compensation is less than the current market
      rate that the Trustee would charge for providing similar trust administrator
      services in a similarly structured transaction, as mutually determined by the
      Trustee and the successor Master Servicer at the time the Trustee becomes the
      successor Trust Administrator, the successor Master Servicer, out of its own
      funds, shall pay the Trustee, as successor Trust Administrator, additional
      compensation in an amount equal to the difference between the Trust
      Administrator Compensation and such current market rate for such trust
      administrator services, as separately negotiated by the successor Master
      Servicer and the Trustee at the time the Trustee becomes the successor Trust
      Administrator.

     

    Section
      9.08.            Successor
      Trust Administrator.

     

    Any
      successor trust administrator appointed as provided in Section 9.07 hereof
      shall
      execute, acknowledge and deliver to the Depositor and to its predecessor trust
      administrator and the Trustee an instrument accepting such appointment hereunder
      and thereupon the resignation or removal of the predecessor trust administrator
      shall become effective and such successor trust 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 trust administrator herein.  The
      Depositor, the Trustee, the Master Servicer and the predecessor trust
      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 trust administrator all such rights, powers, duties,
      and obligations.

     

    No
      successor trust administrator shall accept appointment as provided in this
      Section 9.08 unless at the time of such acceptance such successor trust
      administrator shall be eligible under the provisions of Section 9.06 hereof
      and
      its appointment shall not adversely affect the then current rating of the
      Certificates, as confirmed in writing by each Rating Agency.

     

    Upon
      acceptance by a successor trust administrator of appointment as provided in
      this
      Section 9.08, the Depositor shall mail notice of the succession of such trust
      administrator hereunder to all Holders of Certificates.  If the
      Depositor fails to mail such notice within 10 days after acceptance by the
      successor trust administrator of appointment, the successor trust administrator
      shall cause such notice to be mailed at the expense of the
      Depositor.

     

    Section
      9.09.            Merger
      or Consolidation of Trust Administrator.

     

    Any
      corporation or other entity into which the Trust Administrator may be merged
      or
      converted or with which it may be consolidated or any corporation or other
      entity resulting from any merger, conversion or consolidation to which the
      Trust
      Administrator shall be a party, or any corporation or other entity succeeding
      to
      the business of the Trust Administrator, shall be the successor of the Trust
      Administrator hereunder, provided that such corporation or other entity
      shall be eligible under the provisions of Section 9.06 hereof, without the
      execution or filing of any paper or further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding.

     


    
      
        
        

      

      
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    Section
      9.10.            [Reserved].

     

    Section
      9.11.            Tax
      Matters.

     

    It
      is
      intended that the assets with respect to which any REMIC election is to be
      made,
      as set forth in the Preliminary Statement, shall constitute, and that the
      conduct of matters relating to such assets shall be such as to qualify such
      assets as, a “real estate mortgage investment conduit” as defined in and in
      accordance with the REMIC Provisions.  In furtherance of such
      intention, the Master Servicer covenants and agrees that it shall act as agent
      (and the Master Servicer is hereby appointed to act as agent) on behalf of
      such
      REMIC and that in such capacity it shall:

     

    (a)           prepare,
      submit to the Trustee for execution, and file, or cause to be prepared and
      filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit
      (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the
      Internal Revenue Service) and prepare and file or cause to be prepared and
      filed
      with the Internal Revenue Service and applicable state or local tax authorities
      income tax or information returns for each taxable year with respect to such
      REMIC, containing such information and at the times and in the manner as may
      be
      required by the Code or state or local tax laws, regulations, or rules, and
      furnish or cause to be furnished to Certificateholders the schedules, statements
      or information at such times and in such manner as may be required thereby,
      including without limitation, the calculation of any original issue discount
      using the Prepayment Assumption;

     

    (b)           apply
      for an Employee Identification Number from the Internal Revenue Service via
      Form
      SS-4 or other acceptable method for such REMIC and within thirty days of the
      Closing Date, furnish or cause to be furnished to the Internal Revenue Service,
      on Form 8811 or as otherwise may be required by the Code, the name, title,
      address, and telephone number of the person that the holders of the Certificates
      may contact for tax information relating thereto, together with such additional
      information as may be required by such Form, and update such information at
      the
      time or times in the manner required by the Code;

     

    (c)           make
      or cause to be made elections that such assets be treated as a REMIC on the
      federal tax return for its first taxable year (and, if necessary, under
      applicable state law);

     

    (d)           provide
      information necessary for the computation of tax imposed on the transfer of
      a
      Residual Certificate to a Person that is not a Permitted Transferee described
      in
      clauses (i)-(iv) of the definition thereof, or an agent (including a broker,
      nominee or other middleman) of a non-Permitted Transferee (the reasonable cost
      of computing and furnishing such information may be charged to the Person liable
      for such tax);

     


    
      
        
        

      

      
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    (e)           to
      the extent that they are under its control, conduct matters relating to such
      assets at all times that any Certificates are outstanding so as to maintain
      the
      status as a REMIC under the REMIC Provisions;

     

    (f)           not
      knowingly or intentionally take any action or omit to take any action that
      would
      cause the termination of the REMIC status;

     

    (g)           not
      permit the creation of any interests in such REMIC other than as set forth
      in
      the Preliminary Statement;

     

    (h)           not
      receive any amount representing a fee or other compensation for services (except
      as otherwise permitted by this Agreement);

     

    (i)           receive
      any income attributable to any asset which is neither a “qualified mortgage” nor
      a “permitted investment” within the meaning of the REMIC
      Provisions;

     

    (j)           not
      receive any contributions to such REMIC after the Startup Day that would be
      subject to tax under Section 860G(d) of the Code;

     

    (k)           not
      dispose of any assets of such REMIC at a gain if such disposition would be
      a
“prohibited transaction” within the meaning of Section 860F(a)(2) of the
      Code;

     

    (l)           pay,
      from the sources specified in the next to last paragraph of this Section 9.11,
      the amount of any federal or state tax, including prohibited transaction taxes
      as described below, imposed on such REMIC prior to its termination when and
      as
      the same shall be due and payable (but such obligation shall not prevent the
      Master Servicer or any other appropriate Person from contesting any such tax
      in
      appropriate proceedings and shall not prevent the Master Servicer from causing
      the withholding of payment of such tax, if permitted by law, pending the outcome
      of such proceedings);

     

    (m)           ensure
      that federal, state or local income tax or information returns shall be signed
      by the Trustee or such other Person as may be required to sign such returns
      by
      the Code or state or local laws, regulations or rules; and

     

    (n)           maintain
      records relating to such REMIC, including but not limited to the income,
      expenses, assets and liabilities thereof and the adjusted basis of the assets
      determined at such intervals as may be required by the Code, as may be necessary
      to prepare the foregoing returns, schedules, statements or
      information.

     


    
      
        
        

      

      
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    The
      Holder of the largest Percentage Interest of the Class A-LR Certificates shall
      act as “tax matters person” within the meaning of Treasury Regulations Section
      1.860F-4(d) for the Subsidiary REMIC and the Holder of the largest Percentage
      Interest of the Class A-UR Certificates shall act as “tax matters person” within
      the meaning of Treasury Regulations Section 1.860F-4(d) for each remaining
      REMIC
      created pursuant to this Agreement.  The Master Servicer is hereby
      designated as agent of such Class A-LR or Class A-UR Certificateholder for
      such
      purposes (or if the Master Servicer is not so permitted, such Holder shall
      be
      the tax matters person in accordance with the REMIC Provisions).  In
      such capacity, the Master Servicer shall, as and when necessary and appropriate,
      represent the related REMIC in any administrative or judicial proceedings
      relating to an examination or audit by any governmental taxing authority,
      request an administrative adjustment as to any taxable year of such REMIC,
      enter
      into settlement agreements with any governmental taxing agency, extend any
      statute of limitations relating to any tax item of such REMIC, and otherwise
      act
      on behalf of such REMIC in relation to any tax matter or controversy involving
      it.

     

    In
      order
      to enable the Master Servicer to perform its duties as set forth herein, the
      Depositor shall provide, or cause to be provided, to the Master Servicer within
      ten (10) days after the Closing Date all information or data that the Master
      Servicer requests in writing and determines to be relevant for tax purposes
      to
      the valuations and offering prices of the Certificates, including, without
      limitation, the price, yield, prepayment assumption and projected cash flows
      of
      the Certificates and the Mortgage Loans.  Thereafter, the Depositor
      shall provide to the Master Servicer promptly upon written request therefor,
      any
      such additional information or data that the Master Servicer may, from time
      to
      time, reasonably request in order to enable the Master Servicer to perform
      its
      duties as set forth herein.  The Depositor hereby indemnifies the
      Master Servicer for any losses, liabilities, damages, claims or expenses of
      the
      Master Servicer arising from any errors or miscalculations of the Master
      Servicer that result from any failure of the Depositor to provide, or to cause
      to be provided, accurate information or data to the Master Servicer on a timely
      basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC
      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 contribution to such REMIC after the Startup Day pursuant to Section
      860G(d) of the Code, or any other tax is imposed, if not paid as otherwise
      provided for herein, such tax shall be paid by (i) the Master Servicer, the
      Trustee or the Trust Administrator, respectively, if any such other tax arises
      out of or results from a breach by the Master Servicer, the Trustee or the
      Trust
      Administrator, respectively, of any of its obligations under this Agreement,
      (ii) the Transferor, if any such tax arises out of or results from the
      Transferor’s obligation to repurchase a Mortgage Loan pursuant to Section 2.02
      or 2.03 or (iii) in all other cases, or in the event that the Trustee, the
      Trust
      Administrator, the Master Servicer or the Transferor fails to honor its
      obligations under the preceding clause (i) or (ii), any such tax will be paid
      with amounts otherwise to be distributed to the Certificateholders, as provided
      in Section 3.10(b).

     


    
      
        
        

      

      
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    Section
      9.12.            Periodic
      Filings.

     

    The
      Master Servicer shall reasonably cooperate with the Depositor to enable the
      Issuing Entity to satisfy its reporting requirements under the Exchange
      Act.

     

    (a)           (i)           Within
      15 days after each Distribution Date (subject to permitted extensions under
      the
      Exchange Act), the Trust Administrator shall prepare and file on behalf of
      the
      Issuing Entity any Form 10-D required by the Exchange Act, in form and substance
      as required by the Exchange Act.  The Trust Administrator shall file
      each Form 10-D with a copy of the related Distribution Date Statement attached
      thereto.  Any disclosure in addition to the Distribution Date
      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 T hereto
      to the Depositor and Trust Administrator and be directed and approved by and
      at
      the direction of the Depositor pursuant to the following paragraph, and the
      Trust Administrator will have no duty or liability for any failure hereunder
      to
      determine or prepare any Additional Form 10-D Disclosure, except to the extent
      of its obligations set forth in the next paragraph.

     

    (ii)           For
      so long as the Issuing Entity is subject to the Exchange Act reporting
      requirements, within 5 calendar days after the related Distribution Date,
      (i) certain parties set forth on Exhibit T shall be required to provide to
      the Trust Administrator and the Depositor, to the extent known by a responsible
      officer thereof, in EDGAR-compatible format, or in such other format as
      otherwise agreed upon by the Trust Administrator and such party, the form and
      substance of any Additional Form 10-D 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-D Disclosure on Form 10-D.  Wells Fargo, in its
      capacity as the Trust Administrator only, has no duty under this Agreement
      to
      monitor or enforce the performance by the parties listed on Exhibit T of their
      duties under this paragraph or proactively solicit or procure from such parties
      any Additional Form 10-D Disclosure information.  The Depositor will
      be responsible for any reasonable fees and expenses assessed or incurred by
      the
      Trust Administrator in connection with including any Additional Form 10-D
      Disclosure on Form 10-D pursuant to this paragraph.

     


    
      
        
        

      

      
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    (iii)           After
      preparing the Form 10-D, the Trust Administrator shall use its reasonable best
      efforts to forward electronically a copy of the Form 10-D to the Depositor
      for
      review no later than 10 calendar days after the related Distribution Date;
      provided that the Trust Administrator shall only be required to forward
      such Form 10-D to the Depositor, where such Form 10-D contains Additional Form
      10-D Disclosure.  No later than the 12th calendar
      day after
      the Distribution Date, the Depositor shall notify the Trust 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, the Trust Administrator shall be entitled to assume that such Form
      10-D is in final form and the Trust Administrator may proceed with the process
      for 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 Trust Administrator will follow the procedures set forth in Section
      9.12(d)(ii).  Promptly (but no later than 1 Business Day) after filing
      with the Commission, the Trust Administrator will make available on its internet
      website a final executed copy of each Form 10-D filed by the Trust
      Administrator.  Each party to this Agreement acknowledges that the
      performance by the Trust Administrator and the Master Servicer of its duties
      under this Section 9.12 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 under this Section
      9.12.  The Depositor acknowledges that the timely performance by the
      Master Servicer and the Trust Administrator of its duties under this Section
      9.12(a) related to the timely preparation, execution and filing of Form 10-D
      is
      also contingent upon the Servicer, the Custodian and any Servicing Function
      Participant strictly observing deadlines no later than those set forth in this
      paragraph that are applicable to the parties to this Agreement in the delivery
      to the Trust Administrator of any necessary Additional Form 10-D Disclosure
      pursuant to the Servicing Agreement, the Custodial Agreement or any other
      applicable agreement.  Neither the Master Servicer nor the Trust
      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-D, where such failure results from the Trust
      Administrator’s inability or failure to obtain or receive, on a timely basis,
      any information from any other party hereto or the Servicer, Custodian or
      Servicing Function Participant needed to prepare, arrange for execution or
      file
      such Form 10-D, not resulting from its own negligence, bad faith or willful
      misconduct.

     


    
      
        
        

      

      
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    (iv)           Form
      10-D 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
      instructs the Trust Administrator, with respect to each Form 10-D, to check
      "yes" for each item unless the Trust Administrator has received timely prior
      written notice from the Depositor that the answer should be "no" for an
      item.  The Depositor hereby represents to the Trust 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 Trust 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, if the answer to the questions
      should be “no” as a result of filings that relate to other securitization
      transactions of the Depositor for which the Trust Administrator does not have
      the obligation to prepare and file Exchange Act reports.  The Trust
      Administrator shall be entitled to rely on such representations in preparing,
      executing and/or filing any such report.

     

    (b)           (i)           On
      or before the 90th day after
      the end
      of each fiscal year of the Issuing Entity 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 Issuing Entity ends on December 31st of each year),
      commencing in March 2008, the Trust Administrator shall prepare and file on
      behalf of the Issuing Entity 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 Trust
      Administrator within the applicable time frames set forth in this Agreement
      and
      each Servicing Agreement, (A) an annual compliance statement for the
      Servicer, the Master Servicer, the Trust Administrator and any Servicing
      Function Participant engaged by any such party (each, together with the
      Custodian, a “Reporting Servicer”), as described under Section 3.21 of this
      Agreement and under the Servicing Agreement; provided, however,
      that the Trust Administrator may omit from the Form 10-K any annual compliance
      statement that the Trust Administrator and the Depositor agree is not required
      to be filed with such Form 10-K pursuant to Regulation AB; (B)(I) each annual
      Assessment of Compliance with Servicing Criteria for each Reporting Servicer,
      as
      described under Section 3.22(a) of this Agreement and the Servicing Agreement
      and (II) if any Reporting Servicer’s Assessment of Compliance with
      Servicing Criteria identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any Reporting Servicer’s
      Assessment of Compliance with Servicing Criteria 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; provided, however,
      that the Trust Administrator may omit from the Form 10-K any Assessment of
      Compliance or Accountant’s Attestation described in clause (C) below that the
      Trust Administrator and the Depositor agree is not required to be filed with
      such Form 10-K pursuant to Regulation AB; (C)(I) the Accountant’s
      Attestation for each such Reporting Servicer, as described under Section 3.22(b)
      of this Agreement, or the applicable section of the Servicing Agreement, and
      (II) if any Accountant’s Attestation identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      any
      such Accountant’s Attestation is not included as an exhibit to such Form 10-K,
      disclosure that such Accountant’s Attestation is not included and an explanation
      why such Accountant’s Attestation is not included, and (D) a Sarbanes-Oxley
      Certification as described in Section 9.12(b)(iv). Any disclosure or information
      in addition to (A) through (D) 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 U hereto to the Depositor and the Trust Administrator and
      be
      directed and approved by the Depositor pursuant to the following paragraph,
      and
      the Trust Administrator will have no duty or liability for any failure hereunder
      to determine or prepare any Additional Form 10-K Disclosure except to the extent
      of its obligations as set forth in the next paragraph.

     


    
      
        
        

      

      
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    (ii)           For
      so long as the Issuing Entity is subject to the Exchange Act reporting
      requirements, no later than March 10 (with a 5 calendar day cure period, but
      in
      no event later than March 15th) of each
      year,
      commencing in 2008, (A) certain parties set forth on Exhibit U shall be
      required to provide to the Trust Administrator and the Depositor, to the extent
      known by a responsible officer thereof, in EDGAR-compatible format, or in such
      other format as agreed upon by the Trust Administrator and such party, the
      form
      and substance of any Additional Form 10-K Disclosure as set forth on Exhibit
      U,
      if applicable, together with 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-K Disclosure on Form
      10-K. Wells Fargo, in its capacity as the Trust Administrator only, has no
      duty
      under this Agreement to monitor or enforce the performance by the parties listed
      on Exhibit U of their duties under this paragraph or proactively solicit or
      procure from such parties any Additional Form 10-K Disclosure information.
      The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Trust Administrator in connection with including any Additional
      Form 10-K Disclosure on Form 10-K pursuant to this paragraph.  In
      order to allow the parties to comply with the requirements of this section,
      on
      or before March 1 of each year that the Issuing Entity is subject to the
      Exchange Act reporting requirements, commencing in 2008, the Depositor will
      provide all parties to the Pooling and Servicing Agreement with a list of
      (i) the Servicer contemplated under §1108 of Regulation AB, (ii) the
      Trustee, (iii) each originator contemplated by §1110 of Regulation AB,
      (iv) significant obligor contemplated by §1112 of Regulation AB,
      (v) enhancement or support provider contemplated under §§1114 or 1115 or
      Regulation AB and (vi) any other material parties related to the Issuing
      Entity contemplated by §1101(d)(1) of Regulation AB.

     

    (iii)           After
      preparing the Form 10-K, the Trust Administrator shall use reasonable best
      efforts to forward electronically a copy of the Form 10-K to the Depositor
      no
      later than March 23rd of the
      related
      year.  The Depositor shall use reasonable best efforts to notify the
      Trust Administrator in writing (which may be furnished electronically) of any
      changes to or approval of such Form 10-K no later than March 25th of the
      related
      year.  In the absence of receipt of any written changes or approval,
      the Trust Administrator shall be entitled to assume that such Form 10-K is
      in
      final form and the Trust Administrator may proceed with the process for
      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 Trust Administrator will follow the
      procedures set forth in Section 9.12(d)(ii).  Promptly (but no later
      than 1 Business Day) after filing with the Commission, the Trust Administrator
      will make available on its internet website a final executed copy of each Form
      10-K filed by the Trust Administrator.  The parties to this Agreement
      acknowledge that the performance by each of the Master Servicer and the Trust
      Administrator of its duties under this Section 9.12(b) related to the timely
      preparation, execution and filing of Form 10-K is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 9.12(b), Section 3.21, Section 3.22(a) and Section
      3.22(b).  The Depositor acknowledges that the timely performance by
      the Master Servicer and the Trust Administrator of its duties under this Section
      9.12(b) related to the timely preparation, execution and filing of Form 10-K
      is
      also contingent upon the Servicer, the Custodian and any Servicing Function
      Participant strictly observing deadlines no later than those set forth in this
      paragraph that are applicable to the parties to this Agreement in the delivery
      to the Trust Administrator of any necessary Additional Form 10-K Disclosure,
      any
      annual statement of compliance and any assessment of compliance and attestation
      pursuant to the Servicing Agreement or any other applicable agreement. Neither
      the Master Servicer nor the Trust 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 Trust Administrator’s inability or failure to obtain or
      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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    (iv)           Each
      Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”), as
      set forth in Exhibit N attached hereto, required to be included therewith
      pursuant to the Sarbanes-Oxley Act.  The Depositor, the Master Service
      and the Trust Administrator shall provide, and each such party 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 10 (with a
      5 calendar day cure period) of each year in which the Issuing Entity 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 U, 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 senior officer of the Master Servicer in charge of the
      master servicing function shall serve as the Certifying Person on behalf of
      the
      Issuing Entity.  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 the parties is terminated or resigns
      pursuant to the terms of this Agreement, or any other applicable agreement,
      as
      the case may be, such party shall provide a Back-Up Certification to the
      Certifying Person pursuant to this Section 9.12(b)(iv) with respect to the
      period of time it was subject to this Agreement or any applicable sub-servicing
      agreement, as the case may be.

     

    (v)           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 Trust 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 Trust Administrator in writing, no later than the 15th calendar
      day of
      March in any year in which the Trust is subject to the reporting requirements
      of
      the Exchange Act, if the answer to the questions should be “no” as a result of
      Exchange Act filings of the Depositor which the Trust Administrator does not
      have the obligation to prepare and file, including but not limited to the
      initial Form 8-K for this transaction.  The Trust Administrator shall
      be entitled to rely on such representations in preparing, executing and/or
      filing any such Form 10-K.

     

    Notwithstanding
      the foregoing, (i) the Master Servicer and the Trust 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 or the Servicing
      Agreement.

     


    
      
        
        

      

      
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    (c)           (i)           Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), if requested by the Depositor,
      and to the extent it receives the Form 8-K Disclosure Information described
      below, the Trust Administrator shall prepare and file on behalf of the Issuing
      Entity any Form 8-K, as required by the Exchange Act, provided that the
      Depositor shall file the initial Form 8-Ks 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 8-K (“Form 8-K Disclosure Information”) shall be reported
      by the parties set forth on Exhibit S to the Depositor and the Trust
      Administrator and be directed and approved by the Depositor pursuant to the
      following paragraph, and the Trust 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 to the extent of its obligations set forth
      in the next paragraph.

     

    (ii)           For
      so long as the Issuing Entity is subject to the Exchange Act reporting
      requirements, no later than the close of business (New York time) on the 2nd
      Business Day after the occurrence of a Reportable Event (i) the parties
      specified on Exhibit V shall be required to provide to the Trust Administrator
      and the Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible format, or in such other format as agreed upon by the Trust
      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 on the Form 8-K.  The Depositor will be responsible for
      any reasonable fees and expenses assessed or incurred by the Trust 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 Trust Administrator shall use reasonable best
      efforts to forward electronically a copy of the Form 8-K to the Depositor no
      later than Noon New York City time on the third Business Day after the
      Reportable Event.  The Depositor shall use reasonable best efforts to
      notify the Trust Administrator in writing (which may be furnished
      electronically) of any changes to or approval of such Form 8-K no later than
      the
      close of business on the third Business Day after the Reportable
      Event.  In the absence of receipt of any written changes or approval,
      the Trust Administrator shall be entitled to assume that such Form 8-K is in
      final form and the Trust Administrator may proceed with the process for
      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 Trust Administrator will follow the procedures set forth in Section
      9.12(d)(ii).  Promptly (but no later than one Business Day) after
      filing with the Commission, the Trust Administrator will make available on
      its
      internet website a final executed copy of each Form 8-K filed by
      it.  The parties to this Agreement acknowledge that the performance by
      each of the Master Servicer and the Trust Administrator of its duties under
      this
      Section 9.12 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 Section 9.12.  The
      Depositor acknowledges that the timely performance by the Master Servicer and
      the Trust Administrator of its duties under this Section 9.12(c) related to
      the
      timely preparation, execution and filing of Form 8-K is also contingent upon
      the
      Servicer, the Custodian and any Servicing Function Participant strictly
      observing deadlines no later than those set forth in this paragraph that are
      applicable to the parties to this Agreement in the delivery to the Trust
      Administrator of any necessary Form 8-K Disclosure Information pursuant to
      the
      Servicing Agreement or any other applicable agreement. Neither the Master
      Servicer nor the Trust 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 Trust Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto or the Servicer,
      Custodian or Servicing Function Participant needed to prepare, arrange for
      execution or file such Form 8-K, not resulting from its own negligence, bad
      faith or willful misconduct.

     


    
      
        
        

      

      
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    (d)           (i)           On
      or prior to January 30 of the first year in which the Trust Administrator is
      able to do so under applicable law, the Trust Administrator shall prepare and
      file a Form 15 Suspension Notification relating to the automatic suspension
      of
      reporting in respect of the Issuing Entity under the Exchange Act.

     

    (ii)           In
      the event that the Trust Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, Form 10-D or Form 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 Trust Administrator
      will promptly notify the Depositor.  In the case of Form 10-D and Form
      10-K, the parties to this Agreement will cooperate to prepare and file a Form
      12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25
      of the Exchange Act.  In the case of Form 8-K, the Trust 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,
      Form 10-D or Form 10-K needs to be amended in connection with any Additional
      Form 10-D Disclosure (other than, in the case of Form 10-D, for the purpose
      of
      restating any Distribution Date Statement).  Additional Form 10-K
      Disclosure or Form 8-K Disclosure Information, the Trust Administrator will
      electronically notify the Depositor and such other parties to the transaction
      as
      are affected by such amendment, and such parties will cooperate to prepare
      any
      necessary 8-K/A, Form 10-D/A or Form 10-K/A; provided, the Trust
      Administrator will only be required to notify the Depositor of an amendment
      to
      any Form 10-D where such amendment contains Additional Form 10-D
      Disclosure.  Any Form 15, Form 12b-25 or any amendment to Form 8-K,
      Form 10-D or Form 10-K shall be signed by a duly authorized officer (or in
      the
      case of a Form 10-K a senior officer) of the Master Servicer.  The
      parties to this Agreement acknowledge that the performance by each of the Master
      Servicer and the Trust Administrator of its duties under this Section 9.12(d)
      related to the timely preparation, execution and filing of Form 15, a Form
      12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K is contingent
      upon
      each such party performing its duties under this Section.  Neither the
      Master Servicer nor the Trust 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, Form 10-D or Form 10-K, where such
      failure results from the Trust Administrator’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto or
      any
      servicer, the Custodian, or any Servicing Function Participant needed to
      prepare, arrange for execution or file such Form 15, Form 12b-25 or any
      amendment to Forms 8-K, Form 10-D or Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     


    
      
        
        

      

      
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    ARTICLE
      X

     

    TERMINATION

     

    Section
      10.01.          Termination
      upon Liquidation or Purchase of All Mortgage Loans.

     

    (a)           The
      obligations and responsibilities of the Depositor, the Transferor, the Master
      Servicer, the Trust Administrator and the Trustee created hereby with respect
      to
      the Trust Fund shall terminate upon the earlier of (i) the purchase, in
      accordance with this Section 10.01, of all Mortgage Loans (and REO Properties)
      remaining in the Trust Fund at the price equal to the sum of (x) the aggregate
      Clean-up Call Mortgage Loan Price for all the Mortgage Loans and (y) the
      aggregate Clean-up Call REO Property Price for all the REO Properties, and
      (ii)
      the later of (x) the maturity or other liquidation (or any Advance with respect
      thereto) of the last Mortgage Loan remaining in the Trust Fund and the
      disposition of all REO Property and (y) the distribution to the Holders of
      the
      Certificates of all amounts required to be distributed to them pursuant to
      this
      Agreement.  In no event shall the trusts created hereby continue
      beyond the earlier of (i) the expiration of 21 years from the death of the
      survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
      United States to the Court of St. James’s, living on the date hereof and (ii)
      the Latest Possible Maturity Date.  The right of the Servicer, at the
      request of the Depositor, or if the Servicer is no longer acting as Servicer,
      the Master Servicer to elect to exercise its termination rights pursuant to
      this
      clause (a) shall be conditioned upon the Aggregate Pool Principal Balance,
      at
      the time of any such repurchase, aggregating less than (x) one percent (1%)
      of
      the aggregate Cut-off Date Principal Balance of the Group I Mortgage Loans
      and
      (y) ten percent (10%) of the aggregate Cut-off Date Principal Balance of the
      Group II Mortgage Loans.

     

    (b)           Within
      two (2) Business Days after the Servicer, or if the Servicer is no longer acting
      as Servicer, the Master Servicer has elected to exercise its termination rights
      pursuant to Section 10.01(a), the Servicer or the Master Servicer, as
      applicable, shall deliver a bid notice for the Mortgage Loans and the REO
      Properties to UBS Securities LLC and at least two other institutions that are
      regular purchasers and/or sellers in the secondary market of residential whole
      Mortgage Loans.  The bid notice shall specify the Mortgage Loans and
      the REO Properties that are being sold, and identify the aggregate Clean-up
      Call
      REO Property Price required to be paid for the REO Properties and the other
      information necessary for the bidders to make bids.  The Servicer or
      Master Servicer, as applicable, shall also be entitled to submit a bid for
      the
      Mortgage Loans and the REO Properties.  All bids must be submitted to
      the Servicer or Master Servicer, as applicable, on a date determined by the
      Servicer or Master Servicer, as applicable, which date shall be set forth in
      the
      bid notice.  Only cash bids may be accepted.  With respect
      to the Mortgage Loans to be purchased, if one or more bids that exceed the
      aggregate Par Call Price are received, the Fair Market Value Call Price for
      the
      Mortgage Loans shall be equal to the price bid by the highest bidder, and such
      bidder shall complete the purchase of the Mortgage Loans and the REO Properties
      from the Trust Fund at the aggregate Clean-up Call Mortgage Loan Price for
      the
      Mortgage Loans and the aggregate Clean-up Call REO Property Price for the REO
      Properties before the final Distribution Date. With respect to the Mortgage
      Loans to be purchased, if fewer than three bids are received or no bid exceeds
      the aggregate of the Par Call Price for the Mortgage Loans, the Fair Market
      Value Call Price shall be zero and the Servicer or the Master Servicer, as
      applicable, shall complete the purchase of the Mortgage Loans and the REO
      Properties from the Trust Fund at the aggregate Clean-up Call Mortgage Loan
      Price for the Mortgage Loans and the aggregate Clean-up Call REO Property Price
      for the REO Properties before the final Distribution Date.

     


    
      
        
        

      

      
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    Section
      10.02.          Final
      Distribution on the Certificates.

     

    If
      on any
      Determination Date, the Master Servicer determines that there are no Outstanding
      Mortgage Loans and no other funds or assets in the Trust Fund other than the
      funds in the Collection Account, the Master Servicer shall direct the Trust
      Administrator promptly to send a final distribution notice to each
      Certificateholder.  If the Servicer, or the Servicer is no longer
      acting as Servicer, the Master Servicer elects to exercise its termination
      rights pursuant to clause (a) of Section 10.01, at least 5 days prior to the
      date notice is to be mailed to the affected Certificateholders, the Servicer
      or
      the Master Servicer, as applicable, shall notify the Depositor and the Trust
      Administrator of the date the Servicer or Master Servicer, as applicable,
      intends to exercise its termination rights.

     

    Notice
      of
      any termination of the Trust Fund, or of the exercise of the Servicer’s or
      Master Servicer’s termination rights, specifying the Distribution Date on which
      related Certificateholders may surrender their Certificates for payment of
      the
      final distribution and cancellation, shall be given promptly by the Trust
      Administrator by letter to related Certificateholders mailed not earlier than
      the 15th day of the month preceding the month of such final distribution and
      not
      later than the 5th day of the month of such final distribution.  Any
      such notice shall specify (a) the Distribution Date upon which final
      distribution on the related Certificates will be made upon presentation and
      surrender of such Certificates at the office therein designated, (b) the
      location of the office or agency at which such presentation and surrender must
      be made, and (c) that the Record Date otherwise applicable to such Distribution
      Date is not applicable, distributions being made only upon presentation and
      surrender of the related Certificates at the office therein
      specified.  The Trust Administrator will give such notice to each
      Rating Agency at the time such notice is given to related
      Certificateholders.

     

    Upon
      presentation and surrender of the related Certificates, the Trust Administrator
      shall cause to be distributed to the Certificateholders of each related Class,
      in the order set forth in Section 4.02 hereof, all amounts required to be
      distributed to it pursuant to Section 4.02 and, in the case of the
      Certificateholders of the same Class, in proportion to their respective
      Percentage Interests, an amount equal to (i) as to each Class of Regular
      Certificates, the Certificate Principal Balance thereof plus accrued
      interest thereon (or on their Notional Amount, if applicable) in the case of
      an
      interest bearing Certificate, and (ii) as to the Residual Certificates, the
      amount, if any, which remains on deposit in the Distribution Account (other
      than
      the amounts retained to meet claims) after application pursuant to clause (i)
      above.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six months after the date specified in the above-mentioned
      written notice, the Trust Administrator shall give a second written notice
      to
      the remaining Certificateholders to surrender their Certificates for
      cancellation and receive the final distribution with respect
      thereto.  If within six months after the second notice all the
      applicable Certificates shall not have been surrendered for cancellation, the
      Trust Administrator may take reasonable steps, or may appoint an agent to take
      reasonable steps, to contact the remaining Certificateholders concerning
      surrender of their Certificates, and the cost thereof shall be paid out of
      the
      funds and other assets of the Master REMIC which remain subject hereto, and
      then
      the Class A-LR and Class A-UR Certificateholders as the beneficial owner of the
      residual interest issued by the REMICs created under this Agreement shall be
      entitled to all unclaimed funds and other assets of each related REMIC created
      under this Agreement, which remain subject hereto, and Certificateholders who
      have not surrendered Certificates shall look only to such Class A-LR and Class
      A-UR Certificateholders with respect to any such unclaimed funds and other
      assets.

     


    
      
        
        

      

      
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    Section
      10.03.          Additional
      Termination Requirements.

     

    (a)           In
      the event of the purchase pursuant to Section 10.01, the Subsidiary REMIC shall
      be terminated in accordance with the following additional requirements, unless
      the Trust Administrator has been supplied with an Opinion of Counsel, at the
      expense of the Servicer or the Master Servicer, as applicable, to the effect
      that the failure to comply with the requirements of this Section 10.03(a) will
      not (i) result in the imposition of taxes on “prohibited transactions” as
      defined in section 860F of the Code on any REMIC created under this Agreement,
      or (ii) cause any such REMIC to fail to qualify as a REMIC at any time that
      any
      Certificates are outstanding:

     

    (i)           The
      notice given by the Servicer or Master Servicer, as applicable, under Section
      10.02 shall provide that such notice constitutes the adoption of a plan of
      complete liquidation of the Subsidiary REMIC as of the date of such notice
      (or,
      if earlier, the date on which the first such notice is mailed to
      Certificateholders).  The Servicer or the Master Servicer, as
      applicable, shall also specify such date in a statement attached to the final
      tax return of the Subsidiary REMIC created under this Agreement;
      and

     

    (ii)           At
      or after the time of adoption of such a plan of complete liquidation and at
      or
      prior to the final Distribution Date, the Trust Administrator shall sell all
      of
      the assets of the Subsidiary REMIC to the purchaser specified in Section 10.01
      for cash at the purchase price specified in Section 10.01 and shall distribute
      such cash within 90 days of such adoption in the manner specified in Section
      10.02.

     

    (b)           Upon
      the purchase pursuant to Section 10.01, if no other REMIC would remain
      outstanding following such purchase, each remaining REMIC shall be terminated
      in
      accordance with the following additional requirements, unless the Trust
      Administrator has been supplied with an Opinion of Counsel, at the expense
      of
      the Servicer or Master Servicer, as applicable, to the effect that the failure
      to comply with the requirements of this Section 10.03(b) will not (i) result
      in
      the imposition of taxes on “prohibited transactions” as defined in section 860F
      of the Code on any REMIC created under this Agreement, or (ii) cause any such
      REMIC to fail to qualify as a REMIC at any time that any Certificates are
      outstanding:

     

    (i)           The
      notice given by the Servicer or Master Servicer, as applicable, under Section
      10.02 shall provide that such notice constitutes the adoption of a plan of
      complete liquidation of each remaining REMIC as of the date of such notice
      (or,
      if earlier, the date on which the first such notice is mailed to
      Certificateholders).  The Servicer or the Master Servicer, as
      applicable, shall also specify such date in a statement attached to the final
      tax return of each remaining REMIC; and

     


    
      
        
        

      

      
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    (ii)           At
      or after the time of adoption of any such plan of complete liquidation for
      each
      such remaining REMIC and at or prior to the final Distribution Date of the
      Subsidiary REMIC, the Trust Administrator shall sell all of the assets of each
      such remaining REMIC for cash.

     

    (c)           By
      its acceptance of a Residual Certificate, the Holder thereof hereby agrees
      to
      adopt such a plan of complete liquidation and to take such other action in
      connection therewith as may be reasonably required to liquidate and otherwise
      terminate any REMIC created pursuant to this Agreement.

     

    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01.          Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, the Transferor,
      the
      Master Servicer, the Custodian, the Trust Administrator and the Trustee, without
      the consent of any of the Certificateholders (i) to cure any ambiguity or
      mistake, (ii) to correct any defective provision herein or to supplement any
      provision herein which may be inconsistent with any other provision herein
      or in
      the Prospectus Supplement, (iii) to add to the duties of the Depositor, the
      Trustee, the Trust Administrator, the Transferor, the Custodian or the Master
      Servicer, (iv) to add any other provisions with respect to matters or questions
      arising hereunder or (v) to modify, alter, amend, add to or rescind any of
      the
      terms or provisions contained in this Agreement; provided that any action
      pursuant to clause (iv) or (v) above shall not, as evidenced by an Opinion
      of
      Counsel addressed to the Trust Administrator (which Opinion of Counsel shall
      be
      an expense of the party requesting the amendment, or if the Trust Administrator
      requests the amendment, the Trust Fund), adversely affect in any material
      respect the interests of any Certificateholder; provided, however,
      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 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
      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.  The Trust Administrator, the
      Trustee, the Depositor, the Transferor, the Custodian, the Master Servicer
      also
      may at any time and from time to time amend this Agreement without the consent
      of the Certificateholders to modify, eliminate or add to any of its provisions
      to such extent as shall be necessary or helpful to (i) maintain the
      qualification of any REMIC created under this Agreement as a REMIC under the
      Code, (ii) avoid or minimize the risk of the imposition of any tax on any REMIC
      pursuant to the Code that would be a claim at any time prior to the final
      redemption of the Certificates or (iii) comply with any other requirements
      of
      the Code, provided that the Trust Administrator has been provided an
      Opinion of Counsel addressed to the Trust Administrator and the Master Servicer,
      which opinion shall be an expense of the party requesting such opinion but
      in
      any case shall not be an expense of the Trustee, the Trust Administrator or
      the
      Trust Fund, to the effect that such action is necessary or helpful to, as
      applicable, (i) maintain such qualification, (ii) avoid or minimize the risk
      of
      the imposition of such a tax or (iii) comply with any such requirements of
      the
      Code.  In addition, this Agreement may be amended from time to time by
      the Depositor, the Master Servicer, the Trust Administrator, the Transferor,
      the
      Custodian and the Trustee without the consent of the Certificateholders to
      comply with the provisions of Regulation AB.

     


    
      
        
        

      

      
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    Section
      9.12 of this Agreement may also be amended by the Depositor, the Transferor,
      the
      Master Servicer, the Trust Administrator and the Trustee without the consent
      of
      any of the Certificateholders, and without the need for any Opinions of Counsel
      or Rating Agency confirmation, in the event that new guidelines or procedures
      are issued by the Securities and Exchange Commission with respect to the
      preparation and filing of the Form 10-K and the Certification required to be
      attached thereto as referenced in Section 9.12(d).

     

    This
      Agreement may also be amended from time to time by the Depositor, the
      Transferor, the Master Servicer, the Custodian, the Trust Administrator and
      the
      Trustee, and with the consent of the Holders of a Majority in Interest of each
      Class of Certificates affected thereby 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 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
      the
      preceding clause (i), without the consent of the Holders of Certificates of
      such
      Class evidencing, as to such Class, Percentage Interests aggregating 66% or
      (iii) reduce the aforesaid percentages of Certificates the Holders of which
      are
      required to consent to any such amendment, without the consent of the Holders
      of
      all such Certificates then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee and the Trust
      Administrator shall not consent to any amendment to this Agreement (other than
      pursuant to the second preceding paragraph) unless it shall have first received
      an Opinion of Counsel addressed to the Trustee and the Trust Administrator,
      which opinion shall not be an expense of the Trustee, the Trust Administrator
      or
      the Trust Fund, to the effect that such amendment is permitted hereunder and
      will not cause the imposition of any tax under the REMIC Provisions on any
      REMIC
      or the Certificateholders or cause any REMIC created under this Agreement to
      fail to qualify as a REMIC at any time that any Certificates are
      outstanding.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trust Administrator shall furnish written notification
      of the substance or a copy of such amendment to each Certificateholder and
      each
      Rating Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 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 Trust Administrator may prescribe.

     


    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    


    


    Nothing
      in this Agreement shall require the Trustee or the Trust Administrator to enter
      into an amendment without receiving an Opinion of Counsel (which Opinion shall
      not be an expense of the Trustee, the Trust Administrator or the Trust Fund),
      satisfactory to the Trust Administrator that (i) such amendment is permitted
      and
      is not prohibited by this Agreement and that all requirements for amending
      this
      Agreement have been complied with; and (ii) either (A) the amendment does not
      adversely affect in any material respect the interests of any Certificateholder
      or (B) the conclusion set forth in the immediately preceding clause (A) is
      not
      required to be reached pursuant to this Section
      11.01.  Notwithstanding anything to the contrary in this Section
      11.01, the Trustee, the Custodian, the Trust Administrator, the Master Servicer
      and the Transferor shall reasonably cooperate with the Depositor and its counsel
      to enter into such amendments or modifications to the Agreement as may be
      necessary to comply with Regulation AB and any interpretation thereof by the
      Commission; provided, that at all times the parties to this Agreement
      shall comply with Regulation AB.

     

    Section
      11.02.          Recordation
      of Agreement; Counterparts.

     

    This
      Agreement (or an abstract hereof, if acceptable to the applicable recording
      office) is subject to recordation in all appropriate public offices for real
      property records in all the towns or other comparable jurisdictions in which
      any
      or all of the Mortgaged Properties are situated, and in any other appropriate
      public office or elsewhere, such recordation to be effected by the Master
      Servicer at the expense of the Issuing Entity on direction by the Trust
      Administrator (acting at the written direction of a Majority in Interest of
      the
      Certificateholders), but only upon direction accompanied by an Opinion of
      Counsel 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.

     

    Section
      11.03.          Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    Section
      11.04.          Intention
      of Parties.

     


    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    


    


    It
      is the
      express intent of the parties hereto that the conveyance of the Trust Fund
      by
      the Depositor to the Trustee be, and be construed as, an absolute sale thereof
      to the Trustee.  It is, further, not the intention of the parties that
      such conveyance be deemed a pledge thereof by the Depositor to the
      Trustee.  However, in the event that, notwithstanding the intent of
      the parties, such assets are held to be the property of the Depositor, or if
      for
      any other reason this Agreement is held or deemed to create a security interest
      in such assets, then (i) this Agreement shall be deemed to be a security
      agreement within the meaning of the Uniform Commercial Code of the State of
      New
      York and (ii) the conveyance provided for in this Agreement shall be deemed
      to
      be an assignment and a grant by the Depositor to the Trustee, for the benefit
      of
      the Certificateholders, of a security interest in all of the assets that
      constitute the Trust Fund, whether now owned or hereafter acquired.

     

    The
      Depositor for the benefit of the Certificateholders 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 Trust
      Fund, 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 the Agreement.  The Depositor shall arrange for filing any
      Uniform Commercial Code continuation statements in connection with any security
      interest granted or assigned to the Trustee for the benefit of the
      Certificateholders.

     

    Section
      11.05.          Notices.

     

    (a)           The
      Trust Administrator shall use its best efforts to promptly provide notice to
      each Rating Agency with respect to each of the following of which it has actual
      knowledge:

     

    (i)           Any
      material change or amendment to this Agreement;

     

    (ii)          The
      occurrence of any Master Servicer Event of Termination that has not been
      cured;

     

    (iii)         The
      resignation or termination of the Master Servicer, the Custodian, the Trust
      Administrator or the Trustee and the appointment of any successor;

     

    (iv)         The
      repurchase or substitution of Mortgage Loans pursuant to Section 2.03;
      and

     

    (v)          The
      final payment to Certificateholders.

     

    In
      addition, the Master Servicer shall promptly make available to each Rating
      Agency copies of the following:

     

    (vi)         Each
      annual statement as to compliance described in Section 3.21;

     


    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    


    


    (vii)        Each
      annual independent public accountants’ servicing report described in Section
      3.22; and

     

    (viii)       Any
      notice of a purchase of a Mortgage Loan pursuant to Section 2.02 or
      2.03.

     

    (b)           All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered to (a) in the case of the
      Depositor, Mortgage Asset Securitization Transactions, Inc., 1285 Avenue of
      the
      Americas, New York, New York 10019, Attention:  General Counsel, (b)
      in the case of the Master Servicer, Wells Fargo Bank, N.A., 9062 Old Annapolis
      Road, Columbia, Maryland 21045, or such other address as the Master Servicer
      may
      hereafter furnish to each other party to this Agreement in writing, and in
      the
      case of Wells Fargo in its capacity as Custodian, Wells Fargo Bank, N.A., 1015
      10th Avenue Southeast, Minneapolis, Minnesota 55414 (c) in the case of the
      Trustee, the Corporate Trust Office, or such other address as the Trustee may
      hereafter furnish to each other party to this Agreement in writing, (d) in
      the
      case of the Transferor, UBS Real Estate Securities Inc., 1285 Avenue of the
      Americas, New York, New York 10019, Attention:  General Counsel, (e)
      in the case of the Rating Agencies, the address specified therefor in the
      definition corresponding to the name of such Rating Agency, and (f) in the
      case
      of the Trust Administrator, the Corporate Trust Office, or such other address
      as
      the Trust Administrator may hereafter furnish to each other party to this
      Agreement in writing.  Notices to Certificateholders shall be deemed
      given when mailed, first class postage prepaid, to their respective addresses
      appearing in the Certificate Register.

     

    Section
      11.06.    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
      11.07.            Assignment.

     

    Notwithstanding
      anything to the contrary contained herein, except as provided in Section 6.02
      and this Section 11.07, this Agreement may not be assigned by the Master
      Servicer without the prior written consent of the Trustee and
      Depositor.  Pursuant to Section 6.05, the Master Servicer shall be
      permitted to pledge its rights as servicer hereunder to a lender,
provided that no such pledge shall permit the termination of the Master
      Servicer as Master Servicer unless a successor servicer meeting the requirements
      of Sections 6.04 and 7.02 hereunder shall have assumed the rights and
      obligations of the Master Servicer hereunder.

     


    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

    


    


    Section
      11.08.            Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the trust created hereby, nor entitle such Certificateholder’s
      legal representative or heirs to claim an accounting or to take any action
      or
      commence any proceeding in any court for a petition or winding up of the trust
      created hereby, or 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 provided 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 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 party 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 or by availing itself of any
      provisions 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 or the Trust Administrator
      a
      written notice of a Master Servicer Event of Termination and of the continuance
      thereof, as herein provided, and unless the Holders of Certificates evidencing
      not less than 25% of the Voting Rights evidenced by the Certificates shall
      also
      have made written request to the Trustee or the Trust Administrator to institute
      such action, suit or proceeding in its own name as Trustee or Trust
      Administrator hereunder and shall have offered to the Trust Administrator such
      reasonable indemnity as it may require against the costs, expenses, and
      liabilities to be incurred therein or thereby, and the Trustee or the Trust
      Administrator, for 60 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 being understood and intended, and being expressly covenanted
      by each Certificateholder with every other Certificateholder and the Trustee
      or
      the Trust Administrator, that no one or more Holders of Certificates shall
      have
      any right in any manner whatever by virtue or by availing itself or themselves
      of any provisions of this Agreement to affect, disturb or prejudice the rights
      of the Holders of any other of the 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 common
      benefit of all Certificateholders.  For the protection and enforcement
      of the provisions of this Section 11.08, each and every Certificateholder and
      the Trustee and the Trust Administrator shall be entitled to such relief as
      can
      be given either at law or in equity.

     

    Section
      11.09.            Inspection
      and Audit Rights.

     


    
      
        
        

      

      
        136

        
          

        

      

      
        
        

      

    


    


    The
      Master Servicer agrees that, on reasonable prior notice, it will permit and
      will
      cause the Servicer to permit any representative of the Depositor or the Trustee
      during the Master Servicer’s or Servicer’s, as the case may be, normal business
      hours, to examine all the books of account, records, reports and other papers
      of
      the Master Servicer or the Servicer, as the case may be, relating to the
      Mortgage Loans, to make copies and extracts therefrom, to cause such books
      to be
      audited by independent certified public accountants selected by the Depositor
      or
      the Trustee and to discuss its affairs, finances and accounts relating to the
      Mortgage Loans with its officers, employees and independent public accountants
      (and by this provision the Master Servicer or the Servicer, as the case may
      be,
      hereby authorize said accountants to discuss with such representative such
      affairs, finances and accounts), all at such reasonable times and as often
      as
      may be reasonably requested.  Any out-of-pocket expense incident to
      the exercise by the Depositor or the Trustee of any right under this Section
      11.09 shall be borne by the party requesting such inspection; all other such
      expenses shall be borne by the Master Servicer or the Servicer.

     

    Section
      11.10.            Certificates
      Nonassessable and Fully Paid.

     

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    Section
      11.11.            Compliance
      With Regulation AB.

     

    Each
      of
      the parties hereto acknowledges and agrees that the purpose of
      Sections 3.21, 3.22 and 9.12 of this Agreement is to facilitate compliance
      by the Transferor and the Depositor with the provisions of Regulation AB, as
      such may be amended or clarified 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 compliance with Regulation AB,
      (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, to the extent
      practicable from a timing and information systems perspective and at the expense
      of the Depositor, with requests made by the Transferor or the Depositor for
      delivery of additional or different information as the Transferor or the
      Depositor may determine in good faith is necessary to comply with the provisions
      of Regulation AB.

     

    [SIGNATURES
      COMMENCE ON THE FOLLOWING PAGE]


    
      
        
        

      

      
        137

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Depositor, the Trustee, the Trust Administrator, the
      Transferor, the Master Servicer and the Custodian have caused their names to
      be
      signed hereto by their respective officers thereunto duly authorized as of
      the
      day and year first above written.

     

    
      	 	
              MORTGAGE
                ASSET SECURITIZATION 

              TRANSACTIONS,
                INC., as Depositor

               

              By:  /s/
                Agnes Teng        

              Name:  Agnes
                Teng

              Title:    Associate
                Director

               

              By:  /s/
                Steve Warjanka      

              Name:  Steve
                Warjanka

              Title:    Director

               

              UBS
                REAL ESTATE SECURITIES INC., as Transferor

               

              By:  /s/
                Agnes Teng        

              Name:  Agnes
                Teng

              Title:    Associate
                Director

               

              By:  /s/
                Steve Warjanka      

              Name:  Steve
                Warjanka

              Title:    Director

               

              U.S.
                BANK NATIONAL ASSOCIATION, as Trustee

               

              By:  /s/
                Shannon M. Rantz    

              Name:  Shannon
                M. Rantz

              Title:    Vice
                President

               

              WELLS
                FARGO BANK, N.A., as Master Servicer, 

              Trust
                Administrator and Custodian

               

              By:  /s/
                Raymond Delli Colli    

              Name:  Raymond
                Delli Colli

              Title:    Vice
                President

            


    

    


     


    
      
        
        

      

      
        138

        
          

        

      

      
        
        

      

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    On
      the
      28th day of
      June, 2007 before me, a notary public in and for said State, personally appeared
      before me each of the above-named Agnes Teng and Steve Warjanka, in each case,
      known to me to be an Associate Director and a Director, respectively, of
      Mortgage Asset Securitization Transactions, Inc., one of the corporations that
      executed the within instrument, and also known to me to be, in each case, the
      person who executed it on behalf of such 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/
                Loretta Okoye

            
	 	
              Notary
                Public

            


    

    


     

    [SEAL]

     

    My
      commission expires:

     

    June
      11, 2011

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    On
      the
      28th day of
      June, 2007 before me, a notary public in and for said State, personally appeared
      before me each of the above-named Agnes Teng and Steve Warjanka, in each case,
      known to me to be an Associate Director and an Associate Director, respectively,
      of UBS Real Estate Securities Inc., one of the corporations that executed the
      within instrument, and also known to me to be, in each case, the person who
      executed it on behalf of such 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/
                Loretta Okoye

            
	 	
              Notary
                Public

            


    

    


     

    [SEAL]

     

    My
      commission expires:

     

    June
      11, 2011

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF KINGS

            	
              )

            	 


    

    On
      the
      28th day of
      June, 2007 before me, a notary public in and for said State, personally appeared
      Raymond Delli Colli known to me to be a Vice President of Wells Fargo Bank,
      N.A., one of the corporations that executed the within instrument, and also
      known to me to be the person who executed it on behalf of such 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/
                Janet M. Jolley

            
	 	
              Notary
                Public

            


    

    


     

    [SEAL]

     

    My
      commission expires:

     

    January
      3, 2009

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF MINNESOTA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF RAMSEY

            	
              )

            	 


    

    On
      the
      28th day of
      June, 2007 before me, a notary public in and for said State, personally appeared
      Shannon M. Rantz, known to me to be an Assistant Vice President of U.S. Bank
      National Association, one of the corporations that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      such 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/
                Trisha L. Willett

            
	 	
              Notary
                Public

            


    

    


     

    [SEAL]

     

    My
      commission expires:

     

    January
      31, 2012

     

    


     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    Mortgage
      Loan Schedule

     

    (Available
      Upon Request)

     

     

    
 

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
      II

    STARM
      Mortgage Loan Trust 2007-3

    Mortgage
      Pass-Through Certificates

    Series
      2007-3

     

    Representations
      and Warranties as to the Mortgage Loans

     

    UBS
      Real
      Estate Securities Inc. (the “Transferor”) hereby makes with respect to those
      Mortgage Loans sold by it to the Depositor pursuant to the Mortgage Loan
      Purchase Agreement, the following representations and warranties as of the
      Closing Date or, if so specified herein, as of the Cut-off Date.

     

    (i)           The
      information set forth in the Mortgage Loan Schedule was true and correct in
      all
      material respects at the date or dates respecting which such information is
      furnished as specified in the Mortgage Loan Schedule;

     

    (ii)          Immediately
      prior to the transfer and assignment contemplated herein, the Transferor was
      the
      sole owner and holder of the Mortgage Loan free and clear of any and all liens,
      pledges, charges or security interests of any nature and has full right and
      authority to sell and assign the same;

     

    (iii)        The
      Mortgage is a valid, subsisting and enforceable first lien on the property
      therein described, and the Mortgaged Property is free and clear of all
      encumbrances and liens having priority over the first lien of the Mortgage
      except for liens for real estate taxes and special assessments not yet due
      and
      payable and liens or interests arising under or as a result of any federal,
      state or local law, regulation or ordinance relating to hazardous wastes or
      hazardous substances, and, if the related Mortgaged Property is a condominium
      unit, any lien for common charges permitted by statute or homeowners association
      fees; and if the Mortgaged Property consists of shares of a cooperative housing
      corporation, any lien for amounts due to the cooperative housing corporation
      for
      unpaid assessments or charges or any lien of any assignment of rents or
      maintenance expenses secured by the real property owned by the cooperative
      housing corporation; and any security agreement, chattel mortgage or equivalent
      document related to, and delivered to the Trustee or to the Master Servicer
      with, any Mortgage establishes in the Transferor a valid and subsisting first
      lien on the property described therein and the Transferor has full right to
      sell
      and assign the same to the Trustee;

     

    (iv)         Neither
      the Transferor nor any prior holder of the Mortgage or the related Mortgage
      Note
      has modified the Mortgage or the related Mortgage Note in any material respect,
      satisfied, canceled or subordinated the Mortgage in whole or in part, released
      the Mortgaged Property in whole or in part from the lien of the Mortgage, or
      executed any instrument of release, cancellation, modification or satisfaction,
      except in each case as is reflected in an agreement delivered to the Trustee
      or
      the Master Servicer pursuant to Section 2.01;

     


    
      
        
        

      

      
        II-1

        
          

        

      

      
        
        

      

    


    


    (v)          All
      taxes, governmental assessments, insurance premiums, and water, sewer and
      municipal charges, which previously became due and owing have been paid, or
      an
      escrow of funds has been established, to the extent permitted by law, in an
      amount sufficient to pay for every such item which remains unpaid; and the
      Transferor has not advanced funds, or received any advance of funds by a party
      other than the Mortgagor, directly or indirectly for the payment of any amount
      required by the Mortgage, except for interest accruing from the date of the
      Mortgage Note or date of disbursement of the Mortgage Loan proceeds, whichever
      is later, to the day which precedes by thirty days the first Due Date under
      the
      related Mortgage Note;

     

    (vi)         The
      Mortgaged Property is undamaged by water, fire, earthquake, earth movement
      other
      than earthquake, windstorm, flood, tornado or similar casualty (excluding
      casualty from the presence of hazardous wastes or hazardous substances, as
      to
      which the Transferor makes no representations), so as to affect adversely the
      value of the Mortgaged Property as security for the Mortgage Loan or the use
      for
      which the premises were intended and to the best of the Transferor’s knowledge,
      there is no proceeding pending or threatened for the total or partial
      condemnation of the Mortgaged Property;

     

    (vii)        The
      Mortgaged Property is free and clear of all mechanics’ and materialmen’s liens
      or liens in the nature thereof; provided, however, that this
      warranty shall be deemed not to have been made at the time of the initial
      issuance of the Certificates if a title policy affording, in substance, the
      same
      protection afforded by this warranty is furnished to the Trustee by the
      Transferor;

     

    (viii)       Except
      for Mortgage Loans secured by co-op shares and Mortgage Loans secured by
      residential long term leases, the Mortgaged Property consists of a fee simple
      estate in real property; all of the improvements which are included for the
      purpose of determining the appraised value of the Mortgaged Property lie wholly
      within the boundaries and building restriction lines of such property and no
      improvements on adjoining properties encroach upon the Mortgaged Property
      (unless insured against under the related title insurance policy); and to the
      best of the Transferor’s knowledge, the Mortgaged Property and all improvements
      thereon comply with all requirements of any applicable zoning and subdivision
      laws and ordinances;

     

    (ix)          The
      Mortgage Loan meets, or is exempt from, applicable state or federal laws,
      regulations and other requirements, pertaining to usury, and the Mortgage Loan
      is not usurious;

     

    (x)           To
      the best of the Transferor’s knowledge, all inspections, licenses and
      certificates required to be made or issued with respect to all occupied portions
      of the Mortgaged Property and, with respect to the use and occupancy of the
      same, including, but not limited to, certificates of occupancy and fire
      underwriting certificates, have been made or obtained from the appropriate
      authorities;

     


    
      
        
        

      

      
        II-2

        
          

        

      

      
        
        

      

    


    


    (xi)          All
      payments required to be made up to but not including the Due Date immediately
      preceding the Cut-off Date for such Mortgage Loan under the terms of the related
      Mortgage Note have been made and no payment under any Mortgage Loan has been
      30
      days delinquent more than one time within twelve months prior to the Closing
      Date;

     

    (xii)         The
      Mortgage Note, the related Mortgage and other agreements executed in connection
      therewith are genuine, and each is the legal, valid and binding obligation
      of
      the maker thereof, enforceable in accordance with its terms, except as such
      enforcement may be limited by bankruptcy, insolvency, reorganization or other
      similar laws affecting the enforcement of creditors’ rights generally and by
      general equity principles (regardless of whether such enforcement is considered
      in a proceeding in equity or at law); and, to the best of the Transferor’s
      knowledge, all parties to the Mortgage Note and the Mortgage had legal capacity
      to execute the Mortgage Note and the Mortgage and each Mortgage Note and
      Mortgage has been duly and properly executed by the Mortgagor;

     

    (xiii)        Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable federal, state and local laws, including, without limitation, all
      applicable anti-predatory and abusive lending laws;

     

    (xiv)        The
      proceeds of the Mortgage Loans have been fully disbursed, there is no
      requirement for future advances thereunder and any and all requirements as
      to
      completion of any on site or off site improvements and as to disbursements
      of
      any escrow funds therefor have been complied with (except for escrow funds
      for
      exterior items which could not be completed due to weather and escrow funds
      for
      the completion of swimming pools); and all costs, fees and expenses incurred
      in
      making, closing or recording the Mortgage Loan have been paid, except recording
      fees with respect to Mortgages not recorded as of the Closing Date;

     


    
      
        
        

      

      
        II-3

        
          

        

      

      
        
        

      

    


    


    (xv)         The
      Mortgage Loan (except any Mortgage Loan secured by a Mortgaged Property located
      in any jurisdiction, as to which an opinion of counsel of the type customarily
      rendered in such jurisdiction in lieu of title insurance is instead received)
      is
      covered by an American Land Title Association mortgagee title insurance policy
      or other generally acceptable form of policy or insurance acceptable to Fannie
      Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or
      Freddie Mac insuring the originator, its successors and assigns, as to the
      first
      priority lien of the Mortgage in the original principal amount of the Mortgage
      Loan and subject only to (A) the lien of current real property taxes and
      assessments not yet due and payable, (B) covenants, conditions and restrictions,
      rights of way, easements and other matters of public record as of the date
      of
      recording of such Mortgage acceptable to mortgage lending institutions in the
      area in which the Mortgaged Property is located or specifically referred to
      in
      the appraisal performed in connection with the origination of the related
      Mortgage Loan, (C) liens created pursuant to any federal, state or local law,
      regulation or ordinance affording liens for the costs of clean up of hazardous
      substances or hazardous wastes or for other environmental protection purposes
      and (D) such other matters to which like properties are commonly subject which
      do not individually, or in the aggregate, materially interfere with the benefits
      of the security intended to be provided by the Mortgage; the Transferor is
      the
      sole insured of such mortgagee title insurance policy, the assignment to the
      Trustee of the Transferor’s interest in such mortgagee title insurance policy
      does not require any consent of or notification to the insurer which has not
      been obtained or made, such mortgagee title insurance policy is in full force
      and effect and will be in full force and effect and inure to the benefit of
      the
      Trustee, no claims have been made under such mortgagee title insurance policy,
      and no prior holder of the related Mortgage, including the Transferor, has
      done,
      by act or omission, anything which would impair the coverage of such mortgagee
      title insurance policy;

     

    (xvi)        The
      Mortgaged Property securing each Mortgage Loan is insured by an insurer
      acceptable to Fannie Mae or Freddie Mac against loss by fire and such hazards
      as
      are covered under a standard extended coverage endorsement, in an amount which
      is not less than the lesser of 100% of the insurable value of the Mortgaged
      Property and the outstanding principal balance of the Mortgage Loan, but in
      no
      event less than the minimum amount necessary to fully compensate for any damage
      or loss on a replacement cost basis; if the Mortgaged Property is a condominium
      unit, it is included under the coverage afforded by a blanket policy for the
      project; if upon origination of the Mortgage Loan, the improvements on the
      Mortgaged Property were in an area identified in the Federal Register by the
      Federal Emergency Management Agency as having special flood hazards, a flood
      insurance policy meeting the requirements of the current guidelines of the
      Federal Insurance Administration is in effect with a generally acceptable
      insurance carrier, in an amount representing coverage not less than the least
      of
      (A) the outstanding principal balance of the Mortgage Loan, (B) the full
      insurable value of the Mortgaged Property and (C) the maximum amount of
      insurance which was available under the National Flood Insurance Act of 1968,
      as
      amended; and each Mortgage obligates the Mortgagor thereunder to maintain all
      such insurance at the Mortgagor’s cost and expense;

     


    
      
        
        

      

      
        II-4

        
          

        

      

      
        
        

      

    


    


    (xvii)       To
      the best of the Transferor’s knowledge no foreclosure action has been commenced
      or is currently threatened, with respect to the Mortgage Loan and the Transferor
      has not waived any default, breach, violation or event of
      acceleration;

     

    (xviii)      No
      Mortgage Note or Mortgage is subject to any right of rescission, set off,
      counterclaim or defense, including the defense of usury, nor will the operation
      of any of the terms of the Mortgage Note or Mortgage, or the exercise of any
      right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole
      or in part, or subject it to any right of rescission, set off, counterclaim
      or
      defense, including the defense of usury, and no such right of rescission, set
      off, counterclaim or defense has been asserted with respect
      thereto;

     

    (xix)         Each
      Mortgage Note is payable in monthly payments, resulting in complete amortization
      of the Mortgage Loan over a term of not more than 360 months;

     

    (xx)          Each
      Mortgage contains customary and enforceable provisions such as to render the
      rights and remedies of the holder thereof adequate for the realization against
      the Mortgaged Property of the benefits of the security, including realization
      by
      judicial foreclosure (subject to any limitation arising from any bankruptcy,
      insolvency or other law for the relief of debtors), and there is no homestead
      or
      other exemption available to the Mortgagor which would interfere with such
      right
      of foreclosure;

     

    (xxi)         To
      the best of the Transferor’s knowledge, no Mortgagor is a debtor in any state or
      federal bankruptcy or insolvency proceeding;

     

    (xxii)        Each
      Mortgaged Property consists of a one to four unit residential property, which
      may include a detached home, townhouse, condominium unit or a unit in a planned
      unit development or, in the case of Mortgage Loans secured by co-op shares,
      leases or occupancy agreements;

     

    (xxiii)       The
      Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3)
      of the Code;

     

    (xxiv)       With
      respect to each Mortgage where a lost note affidavit has been delivered to
      the
      Trustee in place of the related Mortgage Note, the related Mortgage Note is
      no
      longer in existence;

     

    (xxv)        In
      the event that the Mortgagor is an inter vivos “living” trust, (i) such trust is
      in compliance with Fannie Mae or Freddie Mac standards for inter vivos trusts
      and (ii) holding title to the Mortgaged Property in such trust will not diminish
      any rights as a creditor including the right to full title to the Mortgaged
      Property in the event foreclosure proceedings are initiated;

     


    
      
        
        

      

      
        II-5

        
          

        

      

      
        
        

      

    


    


    (xxvi)       If
      the Mortgage Loan is secured by a long-term residential lease, (1) the lessor
      under the lease holds a fee simple interest in the land; (2) the terms of such
      lease expressly permit the mortgaging of the leasehold estate, the assignment
      of
      the lease without the lessor’s consent and the acquisition by the holder of the
      Mortgage of the rights of the lessee upon foreclosure or assignment in lieu
      of
      foreclosure or provide the holder of the Mortgage with substantially similar
      protections; (3) the terms of such lease do not (a) allow the termination
      thereof upon the lessee’s default without the holder of the Mortgage being
      entitled to receive written notice of, and opportunity to cure, such default
      or
      (b) allow the termination of the lease in the event of damage or destruction
      as
      long as the Mortgage is in existence; (4) the term of such lease does not
      terminate earlier than five years after the maturity date of the Mortgage Note;
      and (5) the Mortgaged Property is located in a jurisdiction in which the use
      of
      leasehold estates in transferring ownership in residential properties is a
      widely accepted practice;

     

    (xxvii)      The
      Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing
      and Urban Development pursuant to Sections 203 and 211 of the National Housing
      Act, as amended, a savings and loan association, a savings bank, a commercial
      bank, credit union, insurance company or similar institution which is supervised
      and examined by a federal or state authority;

     

    (xxviii)     The
      Mortgage Loan was underwritten in accordance with the underwriting guidelines
      of
      the related Loan Seller in effect at the time of origination with exceptions
      thereto exercised in a reasonable manner;

     

    (xxix)        The
      Loan Seller used no adverse selection procedures in selecting the Mortgage
      Loan
      from among the outstanding first-lien, residential mortgage loans owned by
      it
      which were available for sale to the Transferor;

     

    (xxx)         With
      respect to each Mortgage Loan, the Transferor is in possession of a complete
      Mortgage File except for the documents which have been delivered to the Trustee
      or which have been submitted for recording and not yet returned;

     

    (xxxi)        As
      of the Cut-off Date, the range of original Loan-to-Value Ratios of the Mortgage
      Loans in Loan Group I is 21.24% to 95.00% and Loan Group II is 19.60% to 95.00%,
      and approximately 0.39% of the Cut-off Date Pool Balance for Loan Group I and
      approximately 2.91% of the Cut-off Date Pool Balance for Loan Group II had
      Loan-to-Value Ratios at origination in excess of 80%.  Each such
      Mortgage Loan is subject to a Primary Insurance Policy;

     

    (xxxii)       With
      respect to each Mortgage Loan that has a prepayment penalty feature, each such
      prepayment penalty is enforceable and, at the time such Mortgage Loan was
      originated, each prepayment penalty complied with applicable federal, state
      and
      local law, subject to federal preemption where applicable;

     


    
      
        
        

      

      
        II-6

        
          

        

      

      
        
        

      

    


    


    (xxxiii)      With
      respect to each Mortgage Loan, the Servicing Agreement requires the Servicer
      to
      deposit into the related Protected Account an amount equal to all payments
      of
      principal and interest on such Mortgage Loan that are delinquent at the close
      of
      business on the related Determination Date and not previously advanced by the
      Servicer.  The obligation of the Servicer to advance such payments as
      to such Mortgage Loan will continue through the final disposition or liquidation
      of the Mortgaged Property, unless the Servicer deems such advance to be
      nonrecoverable from liquidation proceeds, REO disposition proceeds, condemnation
      proceeds or insurance proceeds with respect to such Mortgage Loan;

     

    (xxxiv)      No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and no
      Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
      is
      governed by the Georgia Fair Lending Act.  No Mortgage Loan is covered
      by the Home Ownership and Equity Protection Act of 1994 and no Mortgage Loan
      is
      in violation of any comparable state or local law;

     

    (xxxv)       With
      respect to each Mortgage Loan, either (a) an appraisal acceptable to FNMA or
      FHLMC has been obtained or (b) an appraisal on Form 1004 or Form 2055 with
      an
      interior inspection has been obtained; and

     

    (xxxvi)      No
      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).

     

    


    
      
        
        

      

      
        II-7

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT A

     

    [Reserved]

    


    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT B

     

    [Reserved]

    


    
      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT C

     

    (FORM
      OF
      CLASS A-[LR][UR] CERTIFICATE)

     

    FOR
      U.S.
      FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL 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”).  TRANSFERS OF THIS CERTIFICATE TO ANY PERSON WHO
      IS NOT A PERMITTED TRANSFEREE, AS SET FORTH IN SECTION 5.02(C) OF THE
      AGREEMENT IS PROHIBITED.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL
      OR
      OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE
      STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH
      HAS BEEN DECLARED EFFECTIVE UNDER THE ACT, (B) FOR SO LONG AS THIS
      CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE ACT (“RULE
      144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
      INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D UNDER
      THE
      ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT,
      OR
      (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE
      COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE TRUST ADMINISTRATOR OF A
      CERTIFICATE OF TRANSFER IN THE FORM ATTACHED TO THE AGREEMENT.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR EITHER A REPRESENTATION LETTER
      TO
      THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE, OR
      DELIVERS TO THE TRUST ADMINISTRATOR A REPRESENTATION LETTER OR OPINION OF
      COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
      HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
      PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO ERISA OR THE CODE SHALL BE
      VOID
      AND OF NO EFFECT.

     

    


    
      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Certificate
                No.:

            	
              1

            
	
              Cut-off
                Date:

            	
              June
                1, 2007

            
	
              First
                Distribution Date:

            	
              July
                25, 2007

            
	
              Last
                Scheduled Distribution Date:

            	
              [July]
                25, 2037

            
	
              Pass-Through
                Rate:

            	
              Variable
                in accordance with the Agreement

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”):

            	
              $50

            
	
              Initial
                Certificate Principal Balances of all Certificates of this
                Class:

            	
              $50

            
	
              CUSIP:

            	
              [____________]

            


    

    


    


    
      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.


     

    STARM
      MORTGAGE LOAN TRUST 2007-3

    Mortgage
      Pass-Through Certificates, Series 2007-3

     

    Class
      A-[__]R

     

    evidencing
      a percentage interest in the distributions allocable to the

    Certificates
      of the above-referenced Class with respect to a Trust

    Fund
      consisting primarily of adjustable-rate mortgage loans (the

    “Mortgage
      Loans”) secured by first liens on one- to four-family

    residential
      properties

     

    Mortgage
      Asset Securitization Transactions, Inc., as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth
      herein.  Accordingly, the Certificate Principal Balance at any time
      may be less than the Certificate Principal Balance as set forth
      herein.  This Certificate does not evidence an obligation of, or an
      interest in, and is not guaranteed by the Depositor, the Transferor, the Master
      Servicer, the Trust Administrator, the Custodian or the Trustee referred to
      below or any of their respective affiliates.  Neither this Certificate
      nor the Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that UBS Securities LLC is the registered owner of the Percentage
      Interest evidenced by this Certificate in certain monthly distributions with
      respect to a Trust Fund consisting primarily of the Mortgage Loans deposited
      by
      Mortgage Asset Securitization Transactions, Inc. (the
“Depositor”).  The Trust Fund was created pursuant to a Pooling
      and Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, UBS Real Estate Securities Inc., as
      transferor (the “Transferor”), Wells Fargo Bank, N.A., as master servicer
      (in such capacity, the “Master Servicer”), as trust administrator (in
      such capacity, the “Trust Administrator”), and as custodian (in such
      capacity, the “Custodian”), and U.S. Bank National Association, as
      trustee (the “Trustee”).   Distributions on this
      Certificate will be made primarily from collections on the Mortgage Loans
      pursuant to the terms of the Agreement.  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.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust Fund will
      be
      made only upon presentment and surrender of this Class A-[_]R Certificate
      at the Corporate Trust Office of the Trust Administrator.

     

    


    
      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

    

    


    


    No
      transfer of a Class A-[_]R Certificate shall be made unless the Trust
      Administrator shall have received:  (i) a representation letter
      from the transferee of such Certificate, acceptable to and in form and substance
      satisfactory to the Trust Administrator, to the effect that such transferee
      is
      not an employee benefit plan or other retirement arrangement subject to
      Section 406 of ERISA and/or Section 4975 of the Code, or a person
      acting for, on behalf or with the assets of, any such plan or arrangement,
      (ii) if the purchaser is an insurance company, a representation that the
      purchaser is an insurance company which is purchasing such Class A-[_]R
      Certificate with funds contained in an “insurance company general account” (as
      such term is defined in Section V(e) of Prohibited Transaction Class Exemption
      95-60 (“PTCE 95-60”)) and the purchase and holding of such Class A-[_]R
      Certificate is covered under Sections I and III of PTCE 95-60, or (iii) an
      Opinion of Counsel satisfactory to the Trust Administrator to the effect that
      the purchase or holding of such Class A-[_]R Certificate will not result in
      prohibited transactions under Section 406 of ERISA and/or Section 4975 of the
      Code and will not subject the Trustee, the Transferor, the Depositor, the Master
      Servicer or the Trust Administrator to any obligation in addition to those
      undertaken in the Agreement, which Opinion of Counsel shall not be an expense
      of
      such parties, the applicable Servicer or the Trust Fund.  (Such
      representations shall be deemed to have been made to the Trust Administrator
      by
      the Transferee’s acceptance of a Class A-[_]R Certificate and by a beneficial
      owner’s acceptance of its interest in a Class A-[_]R
      Certificate.)  Notwithstanding anything else to the contrary herein,
      any purported transfer of a Class A-[_]R Certificate to or on behalf of an
      employee benefit plan or other retirement arrangement subject to ERISA or the
      Code without the Opinion of Counsel satisfactory to the Trust Administrator
      as
      described above shall be void and of no effect.

     

    Each
      Holder of this Class A-[_]R Certificate will be deemed to have agreed to be
      bound by the restrictions of the Agreement, including but not limited to the
      restrictions that (i) each person holding or acquiring any Ownership
      Interest in this Class A-[_]R Certificate must be a Permitted Transferee,
      (ii) no Ownership Interest in this Class A-[_]R Certificate may be
      transferred without delivery to the Trust Administrator of (a) a transfer
      affidavit of the proposed transferee and (b) a transfer certificate of the
      transferor, each of such documents to be in the form described in the Agreement,
      (iii) each person holding or acquiring any Ownership Interest in this
      Class A-[_]R Certificate must agree to require a transfer affidavit and to
      deliver a transfer certificate to the Trust Administrator as required pursuant
      to the Agreement, (iv) each person holding or acquiring an Ownership
      Interest in this Class A-[_]R Certificate must agree not to transfer an
      Ownership Interest in this Class A-[_]R Certificate if it has actual
      knowledge that the proposed transferee is not a Permitted Transferee and
      (v) any attempted or purported transfer of any Ownership Interest in this
      Class A-[_]R Certificate in violation of such restrictions will be
      absolutely null and void and will vest no rights in the purported
      transferee.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trust Administrator.

     

    


    
      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:  June__,
      2007

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Trust Administrator

               

              By:  ________________________________

            


    

    


     

    Countersigned:

     

    By:_________________________

    Authorized
      Signatory of

    WELLS
      FARGO BANK, N.A.,

    as
      Trust
      Administrator

     

    


     

    


    
      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT D

     

    (FORM
      OF
      CLASS B CERTIFICATE)

     

    [For
      Classes B-1, B-2 and B-3 Only] UNLESS THIS CERTIFICATE IS PRESENTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
      CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
      OF
      CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
      OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
      TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
      INTEREST HEREIN.

     

    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 SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

     

    [For
      Classes B-4, B-5, and B-6 Only] [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  ANY RESALE OR
      TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY
      ONLY
      BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE
      ACT
      AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN.]

     

    [For
      Classes B-4, B-5, and B-6 Only] [THE HOLDER OF THIS CERTIFICATE BY ITS
      ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
      CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS
      AND
      (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
      UNDER THE ACT, (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
      PURSUANT TO RULE 144A UNDER THE ACT (“RULE 144A”), TO A PERSON WHO THE SELLER
      REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
      IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN
      INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 (A)(1), (2),
      (3) OR (7) OF REGULATION D UNDER THE ACT IN A TRANSACTION EXEMPT FROM THE
      REGISTRATION REQUIREMENTS UNDER THE ACT, OR (D) PURSUANT TO ANOTHER
      AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT, SUBJECT
      IN
      EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR
      TO
      THE TRUST ADMINISTRATOR OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
      ON
      THE LAST PAGE OF THIS CERTIFICATE.]

     

    


    
      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

    

    


    


    NEITHER
      AN ERISA-RESTRICTED CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
      UNLESS THE TRANSFEREE REPRESENTS TO THE TRUST ADMINISTRATOR THAT SUCH TRANSFEREE
      IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO
      TITLE
      I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
      OR SECTION 4975 OF THE CODE, OR DELIVERS TO THE TRUST ADMINISTRATOR A
      REPRESENTATION LETTER OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
      OF THE AGREEMENT REFERRED TO HEREIN.  (SUCH REPRESENTATION SHALL BE
      DEEMED TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S
      ACCEPTANCE OF AN ERISA-RESTRICTED CERTIFICATE AND BY A BENEFICIAL OWNER’S
      ACCEPTANCE OF ITS INTEREST IN SUCH CERTIFICATE.) NOTWITHSTANDING ANYTHING ELSE
      TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF AN ERISA-RESTRICTED
      CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO ERISA OR THE CODE WITHOUT THE OPINION OF COUNSEL
      SATISFACTORY TO THE TRUST ADMINISTRATOR AS DESCRIBED ABOVE SHALL BE VOID AND
      OF
      NO EFFECT.

     

    
      	
              Certificate
                No.:

            	
              [1]

            
	
              Cut-off
                Date:

            	
              June
                1, 2007

            
	
              First
                Distribution Date:

            	
              July
                25, 2007

            
	
              Last
                Scheduled Distribution Date:

            	
              [July]
                25, 2037

            
	
              Pass-Through
                Rate:

            	
              Variable
                in accordance with the Agreement

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”):

            	
              $[___________]

            
	
              Initial
                Certificate Principal Balances of all Certificates of this
                Class:

            	
              $[___________]

            
	
              CUSIP:

            	
                [___________]

            


    

    


    
      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.


     

    STARM
      MORTGAGE LOAN TRUST 2007-3

    Mortgage
      Pass-Through Certificates, Series 2007-3

     

    Class B-[__]

     

                            evidencing
      a
      percentage interest in the distributions allocable to the

                            Certificates
      of the
      above-referenced Class with respect to a Trust

                            Fund
      consisting
      primarily of adjustable-rate mortgage loans (the

                            “Mortgage
      Loans”) secured by first liens on one- to four-family

                residential
      properties

     

    Mortgage
      Asset Securitization Transactions, Inc., as Depositor

     

    Principal
      in respect of this Certificate is distributable monthly as set forth
      herein.  Accordingly, the Certificate Principal Balance at any time
      may be less than the Certificate Principal Balance as set forth
      herein.  This Certificate does not evidence an obligation of, or an
      interest in, and is not guaranteed by the Depositor, the Transferor, the Master
      Servicer, the Trust Administrator, the Custodian or the Trustee referred to
      below or any of their respective affiliates.  Neither this Certificate
      nor the Mortgage Loans are guaranteed or insured by any governmental agency
      or
      instrumentality.

     

    This
      certifies that [CEDE & CO.] [UBS Securities LLC] is the registered owner of
      the Percentage Interest evidenced by this Certificate in certain monthly
      distributions with respect to a Trust Fund consisting primarily of the Mortgage
      Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the
“Depositor”).  The Trust Fund was created pursuant to a Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, UBS Real Estate Securities Inc., as transferor
      (the “Transferor”), Wells Fargo Bank, N.A., as master servicer (in such
      capacity, the “Master Servicer”), as trust administrator (in such capacity, the
“Trust Administrator”), and as custodian (in such capacity, the “Custodian”),
      and U.S. Bank National Association, as trustee (the
“Trustee”).  Distributions on this Certificate will be made primarily
      from collections on the Mortgage Loans pursuant to the terms of the
      Agreement.  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.

     

    [For
      Classes B-4, B-5, and B-6 Only]  [No transfer of a Certificate of this
      Class shall be made unless such transfer is made pursuant to an effective
      registration statement under the Securities Act and any applicable state
      securities laws or is exempt from the registration requirements under said
      Act
      and such laws.  In the event that a transfer is to be made in reliance
      upon an exemption from the Securities Act and such laws, in order to assure
      compliance with the Securities Act and such laws, the Certificateholder desiring
      to effect such transfer and such Certificateholder’s prospective transferee
      shall each certify to the Trust Administrator in writing the facts surrounding
      the transfer.  In the event that such a transfer is to be made within
      three years from the date of the initial issuance of Certificates pursuant
      hereto, there shall also be delivered (except in the case of a transfer pursuant
      to Rule 144A of the Securities Act) to the Trust Administrator an Opinion of
      Counsel that such transfer may be made pursuant to an exemption from the
      Securities Act and such state securities laws, which Opinion of Counsel shall
      not be obtained at the expense of the Trustee, the Master Servicer, the Trust
      Administrator or the Depositor.  The Holder hereof desiring to effect
      such transfer shall, and does hereby agree to, indemnify the Trustee and the
      Trust Administrator and the Depositor 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.]

     

    


    
      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

    

    


    


    No
      transfer of an ERISA-Restricted Certificate shall be made unless the Trust
      Administrator shall have received either (i) a representation (letter) from
      the transferee of such Certificate, acceptable to and in form and substance
      satisfactory to the Trust Administrator, to the effect that such transferee
      is
      not an employee benefit plan or other retirement arrangement subject to Section
      406 of ERISA and/or Section 4975 of the Code, or a person acting for, on
      behalf of or with the assets of, any such plan or arrangement, (ii) in the
      case of an ERISA-Restricted Certificate which is the subject of an ERISA
      Qualifying Underwriting, if the purchaser is an insurance company, a
      representation that the purchaser is an insurance company which is purchasing
      such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE 95-60”)) and the purchase and holding of such
      Certificates are covered under Sections I and III of PTCE 95-60, or
      (iii) an Opinion of Counsel satisfactory to the Trust Administrator to the
      effect that the purchase or holding of such Certificate will not result in
      prohibited transactions under Section 406 of ERISA and/or Section 4975 of the
      Code and will not subject the Trustee, the Transferor, the Depositor, the Master
      Servicer or the Trust Administrator to any obligation in addition to those
      undertaken in the Agreement, which Opinion of Counsel shall not be an expense
      of
      such parties, the Master Servicer, the Trust Administrator or the Trust
      Fund.  (Such representations shall be deemed to have been made to the
      Trust Administrator by the Transferee’s acceptance of an ERISA-Restricted
      Certificate and by a beneficial owner’s acceptance of its interest in a
      Certificate of this Class.) Notwithstanding anything else to the contrary
      herein, any purported transfer of an ERISA-Restricted Certificate to or on
      behalf of an employee benefit plan or other retirement arrangement subject
      to
      ERISA or the Code without the Opinion of Counsel satisfactory to the Trust
      Administrator as described above shall be void and of no effect.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trust Administrator.

     

    


    
      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      June__, 2007

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Trust Administrator

               

              By:  ________________________________

            


    

    


     

    Countersigned:

     

    By:_________________________

    Authorized
      Signatory of

    WELLS
      FARGO BANK, N.A.,

    as
      Trust
      Administrator

     

    


     

    


    
      
        
          
          

        

        
          D-5

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT E

     

    (FORM
      OF
      SENIOR CERTIFICATE)

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR
      ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    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”).

     

    [For
      Interest-Only Certificates Only] [THIS CERTIFICATE HAS NO PRINCIPAL BALANCE
      AND
      IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL.]

     

    
      	
              Certificate
                No.:

            	
              [1]

            
	
              Cut-off
                Date:

            	
              June
                1, 2007

            
	
              First
                Distribution Date:

            	
              July
                25, 2007

            
	
              Last
                Scheduled Distribution Date:

            	
              [July]
                25, 2037

               

            
	
              Pass-Through
                Rate:

            	
              [________%][Variable
                in accordance with the Agreement]

            
	
              [Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”):]

            	
              $[____________]

            
	
              [Initial
                Certificate Principal Balances of all Certificates of this
                Class:]

            	
              $[____________]

            
	
              [Initial
                Notional Amount of this Certificate (“Denomination”):]

            	
              $[____________]

            
	
              [Initial
                Notional Amount of all Certificates of this Class:]

            	
              $[____________]

            
	
              CUSIP:

            	
              [_____________]

            


    

     

    
 

    
      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

    

    


    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.


     

    STARM
      MORTGAGE LOAN TRUST 2007-3

    Mortgage
      Pass-Through Certificates, Series 2007-3


     

    Class [_]-A-[_]

     

    evidencing
      a percentage interest in the distributions allocable to the

    Certificates
      of the above-referenced Class with respect to a Trust

    Fund
      consisting primarily of adjustable-rate mortgage loans (the

    “Mortgage
      Loans”) secured by first liens on one- to four-family

    residential
      properties

     

    Mortgage
      Asset Securitization Transactions, Inc., as Depositor

     

    [Omit
      for
      Interest-Only Certificates] [Principal in respect of this Certificate is
      distributable monthly as set forth herein.  Accordingly, the
      Certificate Principal Balance at any time may be less than the Certificate
      Principal Balance as set forth herein.]  This Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Transferor, the Master Servicer, the Trust Administrator, the
      Custodian or the Trustee referred to below or any of their respective
      affiliates.  Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that CEDE & CO. is the registered owner of the Percentage Interest
      evidenced by this Certificate in certain monthly distributions with respect
      to a
      Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage
      Asset Securitization Transactions, Inc. (the “Depositor”).  The
      Trust Fund was created pursuant to a Pooling and Servicing Agreement dated
      as of
      the Cut-off Date specified above (the “Agreement”) among the Depositor,
      UBS Real Estate Securities Inc., as transferor (the “Transferor”), Wells
      Fargo Bank, N.A., as master servicer (in such capacity, the “Master
      Servicer”), as trust administrator (in such capacity, the “Trust
      Administrator”), and as custodian (in such capacity, the
“Custodian”), and U.S. Bank National Association, as trustee (the
“Trustee”).  Distributions on this Certificate will be made
      primarily from collections on the applicable Mortgage Loans pursuant to the
      terms of the Agreement.  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.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trust Administrator.

     

    


    
      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
      duly
      executed.

     

    Dated:
      June__, 2007

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Trust Administrator

               

              By:  ________________________________

            


    

    


     

    Countersigned:

     

    By:_________________________

    Authorized
      Signatory of

    WELLS
      FARGO BANK, N.A.,

    as
      Trust
      Administrator

     

    


     

    


    
      
        
          
          

        

        
          E-3

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      F

     

    (Form
      of
      Reverse of Certificates)

     

    MORTGAGE
      ASSET SECURITIZATION TRANSACTIONS, INC.

     

    STARM
      MORTGAGE LOAN TRUST 2007-3

     

    Mortgage
      Pass-Through Certificates, Series 2007-3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Asset Securitization Transactions, Inc. STARM Mortgage Loan Trust
      2007-3, Mortgage Pass-Through Certificates, of the Series specified on the
      face hereof (herein collectively called the “Certificates”), and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trust Administrator is not liable to the
      Certificateholders for any amount payable under this Certificate or the
      Agreement or, except as expressly provided in the Agreement, subject to any
      liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trust Administrator.

     

    Pursuant
      to the terms of the Agreement, a distribution 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 (the “Distribution Date”), commencing on the first
      Distribution Date specified on the face hereof, to the Person in whose name
      this
      Certificate is registered at the close of business on the applicable 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 Holders of Certificates
      of the Class to which this Certificate belongs on such Distribution Date
      pursuant to the Agreement.  The Record Date applicable to each
      Distribution Date is the last Business Day of the month immediately preceding
      the month which the related Distribution Date occurs.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trust Administrator in writing at least five Business Days prior
      to
      the related Record Date and such Certificateholder shall satisfy the conditions
      to receive such form of payment set forth in the Agreement, or, if not, by
      check
      mailed by first class mail to the address of such Certificateholder 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 Trust Administrator or such
      other location specified in the notice to Certificateholders of such final
      distribution.

     

    


    
      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

    

    


    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Transferor, the Depositor, the Master Servicer, the Trust
      Administrator, the Custodian and the Trustee with the consent of the Holders
      of
      Certificates affected by such amendment evidencing the requisite Percentage
      Interest, as provided in the Agreement.  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 therefor 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
      of
      the Trust Administrator upon surrender of this Certificate for registration
      of
      transfer at the offices that the Trust Administrator designates for such
      purposes, accompanied by a written instrument of transfer in form satisfactory
      to the Trust Administrator and the Certificate Registrar 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 and evidencing the same aggregate Percentage Interest in the
      Trust
      Fund will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations 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
      and 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,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Master Servicer, the Trust Administrator and the Trustee and
      any
      agent of the Depositor, the Master Servicer, the Trust Administrator or the
      Trustee may treat the Person in whose name this Certificate is registered as
      the
      owner hereof for all purposes, and neither the Depositor, the Master Servicer,
      the Trust Administrator, the Trustee, nor any such agent shall be affected
      by
      any notice to the contrary.

     

    On
      any
      Distribution Date on which the Pool Principal Balance  (a) is less
      than 1% of the aggregate Cut-off Date Principal Balances of the Group I Mortgage
      Loans or (b) is less than 10% of the aggregate Cut-off Date Principal Balances
      of the Group II Mortgage Loans, the servicer, at the request of the Depositor,
      or, if the servicer is no longer acting as servicer, the Master Servicer, will
      have the option to repurchase, in whole, from the Trust Fund all remaining
      Mortgage Loans and all property acquired in respect of the Mortgage Loans at
      a
      purchase price determined as provided in the Agreement.  In the event
      that no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon the later of the maturity or other
      liquidation (or any advance with respect thereto) of the last Mortgage Loan
      remaining in the Trust Fund or the disposition of all property in respect
      thereof and the distribution to Certificateholders of all amounts required
      to be
      distributed pursuant to the Agreement.  In noevent, however, will the
      trust created by the Agreement continue beyond the expiration of 21 years from
      the death of the last survivor of the descendants living at the date of the
      Agreement of a certain person named in the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

     

    


    
      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              ASSIGNMENT

               

              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto __________________________________________________________________

              ___________________________________________________________________________________________________________________________________________

              
                ___________________________________________________________________________________________________________________________________________

                 

              

              (Please
                print or typewrite name and address including postal zip code of
                assignee)
                the
                Percentage Interest evidenced by the within Certificate and hereby
                authorizes the transfer of registration of such Percentage Interest
                to
                assignee on the Certificate Register of the Trust Fund.

               

              I
                (We) further direct the Trust Administrator to issue a new Certificate
                of
                a like denomination and Class, to the above named assignee and deliver
                such Certificate to the following address:

               

              Dated:

                                                          ______________________________________

                                                                    Signature
                by or on behalf
                of assignor

               

            


    

    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
      ____________.  

    Statements
      should be mailed to
      _______________________________________________________________________________________________________________.

    ___________________________________________________________________________________________________________________________________________

    
      ___________________________________________________________________________________________________________________________________________
 


    This
      information is provided by,  _______________________________________________________________________________________________________________

    the
      assignee named above, or
      _____________________________________________________________________________________________________________,

    as
      its
      agent.

    


    
      
        
          
          

        

        
          F-3

          
            

          

        

        
          
          

        

      

    

    


     

    


     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF

            	
              )

            	 


    

     

    On
      the    day of _______, 200_   before me, a notary
      public in and for said State, personally appeared
      ___________________________________, known to me who, being by me duly sworn,
      did depose and say that he executed the foregoing instrument.

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     

    


    


    


    


    
      
        
          
          

        

        
          F-4

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT G

     

    FORM
      OF
      INITIAL CERTIFICATION OF CUSTODIAN

     

    [date]

     

    Mortgage
      Asset Securitization Transactions, Inc.

    1285
      Avenue of the Americas

    New
      York,
      NY 10019

     

    U.S.
      Bank
      National Association, as trustee

    60
      Livingston Avenue, EP-MN-WS3D,

    St.
      Paul,
      Minnesota 55107-2292

    Attn:
      Structured Finance/STARM 2007-3

    


    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement among Mortgage Asset Securitization Transactions,
                Inc., as depositor, UBS Real Estate Securities Inc., as transferor,
                Wells
                Fargo Bank, N.A., as master servicer, as trust administrator, and
                as
                custodian, and U.S. Bank National Association, as trustee, in connection
                with STARM Mortgage Loan Trust 2007-3, Mortgage Pass-Through Certificates,
                Series 2007-3.

            


    

    


    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as
      Custodian acting on behalf of the Trustee with respect to the related Mortgage
      Loans, hereby certifies that, as to each related Mortgage Loan listed in the
      Mortgage Loan Schedule (other than any related Mortgage Loan paid in full or
      any
      related Mortgage Loan listed on the attached schedule) it has
      received:

     

    (i)           (a) the
      original Mortgage Note or (b) with respect to any Lost Mortgage Note, a
      lost note affidavit from the Depositor stating that the original Mortgage Note
      was lost or destroyed; and

     

    (ii)           a
      duly executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments).

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to such Mortgage
      Loan.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      related Mortgage File beyond the review specifically required in the Pooling
      and
      Servicing Agreement.  The Custodian makes no representations as
      to:  (i) the validity, legality, sufficiency, enforceability or
      genuineness of any of the documents contained in each related Mortgage File
      of
      any of the related Mortgage Loans identified on the Mortgage Loan Schedule,
      or
      (ii) the collectability, insurability, effectiveness or suitability of any
      such Mortgage Loan.

     

    


    
      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      

    

    


    


    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    
      	 	
              [NAME
                OF CUSTODIAN],

              as
                Custodian

               

              By:  ________________________________

              Name:

              Title:

            


    

    


     

    


    


    
      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT H

     

    FORM
      OF
      FINAL CERTIFICATION OF CUSTODIAN

     

    [date]

     

    U.S.
      Bank
      National Association, as trustee

    60
      Livingston Avenue, EP-MN-WS3D,

    St.
      Paul,
      Minnesota 55107-2292

    Attn:
      Structured Finance/MALT 2007-1

    


    UBS
      Real
      Estate Securities Inc.

    1285
      Avenue of the Americas

    New
      York,
      NY 10019

     

    Mortgage
      Asset Securitization Transactions, Inc.

    1285
      Avenue of the Americas

    New
      York,
      NY 10019

     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement among Mortgage Asset Securitization Transactions,
                Inc., as depositor, UBS Real Estate Securities Inc., as transferor,
                Wells
                Fargo Bank, N.A., as master servicer, as trust administrator, and
                as
                custodian, and U.S. Bank National Association, as trustee, in connection
                with STARM Mortgage Loan Trust 2007-3, Mortgage Pass-Through Certificates,
                Series 2007-3.

            


    

    


    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as
      Custodian acting on behalf of the Trustee with respect to the related Mortgage
      Loans, hereby certifies that, as to each related Mortgage Loan listed in the
      Mortgage Loan Schedule (other than any related Mortgage Loan paid in full or
      any
      related Mortgage Loan listed on the attached schedule) it has
      received:

     

    (i)           the
      original Mortgage Note endorsed in the form provided in Section 2.01(b) of
      the Pooling and Servicing Agreement, with all intervening endorsements showing
      a
      complete chain of endorsement from the originator to the Person endorsing the
      Mortgage Note.

     

    (ii)          The
      original recorded Mortgage.

     

    (iii)         A
      duly executed assignment of the Mortgage in the form provided in
      Section 2.01(b) of the Pooling and Servicing Agreement, or, if the
      Depositor has certified or the Custodian otherwise knows that the related
      Mortgage has not been returned from the applicable recording office, a copy
      of
      the assignment of the Mortgage (excluding information to be provided by the
      recording office).

     

    (iv)         The
      original or duplicate original recorded assignment or assignments of the
      Mortgage showing a complete chain of assignment from the originator to the
      Depositor.

     

    


    
      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      

    

    


    


    (v)          The
      original or duplicate original lender’s title policy and all riders
      thereto.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (b) the information set forth in items (1), (2), (3), (4), (9), (16) and
      (21) of the definition of the “Mortgage Loan Schedule” in Section 1.01 of
      the Pooling and Servicing Agreement accurately reflects information set forth
      in
      the Mortgage File.

     

    The
      Custodian on behalf of the Trustee has made no independent examination of any
      documents contained in each related Mortgage File beyond the review specifically
      required in the Pooling and Servicing Agreement.  The Custodian on
      behalf of the Trustee makes no representations as to:  (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each related Mortgage File of any of the related Mortgage
      Loans identified on the Mortgage Loan Schedule, or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    
      	 	
              [NAME
                OF CUSTODIAN],

              as
                Custodian

               

              By:  ________________________________

              Name:

              Title:

            


    

    


    


    
      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT I

     

    FORM
      OF
      TRANSFER AFFIDAVIT


     

    STARM
      MORTGAGE LOAN TRUST 2007-3

     

    Mortgage
      Asset Securitization Transactions, Inc.

    Mortgage
      Pass-Through Certificates

    Series 2007-3

     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF

            	
              )

            	 


    

    


    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1.           The
      undersigned is an officer of _______, the proposed Transferee of an Ownership
      Interest in a Class A-[_]R Certificate (the “Certificate”) issued
      pursuant to the Pooling and Servicing Agreement dated as of June 1, 2007 (the
      “Agreement”) among Mortgage Asset Securitization Transactions, Inc., as
      depositor, UBS Real Estate Securities Inc., as transferor (the
“Transferor”), Wells Fargo Bank, N.A., as master servicer (in such
      capacity, the “Master Servicer”), as trust administrator (in such
      capacity, the “Trust Administrator”), and as custodian (in such capacity,
      the “Custodian”), and U.S. Bank National Association, as trustee (the
“Trustee”).  Capitalized terms used, but not defined herein or
      in Exhibit 1 hereto, shall have the meanings ascribed to such terms in the
      Agreement.  The Transferee has authorized the undersigned to make this
      affidavit on behalf of the Transferee.

     

    2.           The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee.  The Transferee is acquiring its
      Ownership Interest in the Certificate either (i) for its own account or
      (ii) as nominee, trustee or agent for another Person and has attached
      hereto an affidavit from such Person in substantially the same form as this
      affidavit.  The Transferee has no knowledge that any such affidavit is
      false.

     

    3.           The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are Disqualified
      Organizations; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is a Disqualified Organization, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is not a Disqualified Organization and, at the time of
      Transfer, such Person does not have actual knowledge that the affidavit is
      false.

     

    


    
      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

    

    


    


    4.           The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is a Disqualified Organization
      is
      the record holder of an interest in such entity.  The Transferee
      understands that such tax will not be imposed for any period with respect to
      which the record holder furnishes to the pass-through entity an affidavit that
      such record holder is not a Disqualified Organization and the pass-through
      entity does not have actual knowledge that such affidavit is false; provided,
      that a pass-through entity which is an “electing large partnership” under the
      Code will be subject to tax in all events.  (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 and, except as may be provided in Treasury Regulations,
      persons holding interests in pass-through entities as a nominee for another
      Person.) The Transferee further understands that it may incur tax liabilities
      with respect to the holding of the Certificate in excess of cash flows generated
      thereby.

     

    5.           The
      Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
      (attached hereto as Exhibit 2 and incorporated herein by reference) and
      understands the legal consequences of the acquisition of an Ownership Interest
      in the Certificate including, without limitation, the restrictions on subsequent
      Transfers and the provisions regarding voiding the Transfer and mandatory
      sales.  The Transferee expressly agrees to be bound by and to abide by
      the provisions of Section 5.02(c) of the Agreement and the restrictions
      noted on the face of the Certificate.  The Transferee understands and
      agrees that any breach of any of the representations included herein shall
      render the Transfer to the Transferee contemplated hereby null and
      void.

     

    6.           The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee.  In connection
      with any such Transfer by the Transferee, the Transferee agrees to deliver
      to
      the Trust Administrator a certificate substantially in the form set forth as
      Exhibit I to the Agreement (a “Transferor Certificate”) to the effect that
      such Transferee has no actual knowledge that the Person to which the Transfer
      is
      to be made is not a Permitted Transferee.

     

    7.           The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the
      Certificate.  The Transferee historically has paid its debts as they
      have become due and intends to do so in the future.  The Transferee
      understands that the taxable income and tax liability with respect to this
      Certificate will exceed distributions with respect to the Certificate in some
      or
      all periods and intends to pay all taxes with respect to the Certificate as
      they
      become due.

     

    8.           The
      Transferee’s taxpayer identification number is __________.

     

    


    
      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      

    

    


    


    9.           The
      Transferee is a U.S. Person as defined in Code Section 7701(a)(30) or is
      not a U.S. Person and has furnished the Transferor and the Trust Administrator
      with a duly completed Internal Revenue Service Form W-8ECI or any applicable
      successor form.

     

    10.           The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to 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 was to impede the
      assessment or collection of tax.

     

    11.           The
      Transferee will not cause income with respect to the Certificate to be
      attributable to a foreign permanent establishment or fixed base, within the
      meaning of an applicable income tax treaty, of the Transferee or any other
      U.S.
      Person.

     

    12.           Check
      one of the following paragraphs:

     

    □
The
      present value of the anticipated tax liabilities associated with holding the
      Certificate, as applicable, does not exceed the sum of:

     

    
      	
               

            	
              (i)

            	
              the
                present value of any consideration given to the Transferee to acquire
                such
                Certificate;

            


    

     

    (ii)           the
      present value of the expected future distributions on such Certificate;
      and

     

    
      	
               

            	
              (iii)

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificate as the related REMIC generates
                losses.

            


    

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

     ̈
      The transfer of the
      Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5)
      and
      (6) and, accordingly,

     

    
      	
               

            	
              (i)

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from the
                Certificate will only be taxed in the United
                States;

            


    

     

    
      	
               

            	
              (ii)

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in
                excess of $10 million;

            


    

     

    


    
      
        
          
          

        

        
          I-3

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
               

            	
              (iii)

            	
              the
                Transferee will transfer the Certificate only to another “eligible
                corporation,” as defined in U.S. Treasury Regulations Section
                1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                of
                U.S. Treasury Regulations Sections 1.860E-1(c)(4)(i), (ii) and (iii)
                and
                Section 1.860E-1(c)(5); and

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                Transferee determined the consideration paid to it to acquire the
                Certificate based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith.

            


    

     

     ̈
      None of the
      above.

     

    13.           The
      Transferee is either:  (i) not an employee benefit plan or other
      retirement arrangement subject to Section 406 of ERISA and/or
      Section 4975 of the Code, or a person acting for, on behalf of or with the
      assets of, any such plan or arrangement, (ii) if the purchaser is an
      insurance company, the purchaser is an insurance company which is purchasing
      such Certificate with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE 95-60”)) and the purchase and holding of such
      Certificate is covered under Sections I and III of PTCE 95-60, or (iii) the
      Transferee has delivered to the Trust Administrator an Opinion of Counsel
      satisfactory to the Trust Administrator to the effect that the purchase or
      holding of such Certificate will not result in prohibited transactions under
      Section 406 of ERISA and/or Section 4975 of the Code and will not subject the
      Trustee, the Transferor, the Depositor, the Master Servicer or the Trust
      Administrator to any obligation in addition to those undertaken in the
      Agreement, which Opinion of Counsel shall not be an expense of such parties
      or
      the Trust Fund.

     

    *         *         *

     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
      ____________ day of __________________, 200_.

     

    
      	 	 
	 	
              PRINT
                NAME OF TRANSFEREE

               

               

              By:  ________________________________

              Name:

              Title:

            


    

    [Corporate
      Seal]

     

    


    
      
        
          
          

        

        
          I-4

          
            

          

        

        
          
          

        

      

    

    


    


    ATTEST:

     

    ________________________________

     

    [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 the __________ of the
      Transferee, and acknowledged that he executed the same as his free act and
      deed
      and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this __________________day of _______,
      200_.

     

    
      	 	 
	 	
              NOTARY
                PUBLIC

               

               

              My
                Commission expires the ______ day of ________________,
                200_.

            


    

    


     

    


    
      
        
          
          

        

        
          I-5

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT 1

    to
      EXHIBIT I

     

    Certain
      Definitions

     

    “Disqualified
      Organization”:  A Person specified in clauses (i)-(iv) of the
      definition of “Permitted Transferee.”

     

    “Ownership
      Interest”:  As to any Residual Certificate, any ownership 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.

     

    “Permitted
      Transferee”:  Any person other than (i) the United States,
      any State or political subdivision thereof, or any agency or instrumentality
      of
      any of the foregoing, (ii) a foreign government, International Organization
      or any agency or instrumentality of either of the foregoing, (iii) an
      organization (except certain farmers’ cooperatives described in Section 521
      of the Code) which is exempt from tax imposed by Chapter 1 of the Code
      (including the tax imposed by Section 511 of the Code on unrelated business
      taxable income) on any excess inclusions (as defined in Section 860E(c)(l)
      of the Code) with respect to any Residual Certificate, (iv) rural electric
      and telephone cooperatives described in Section 1381(a)(2)(C) of the Code,
      (v) a Person that is not a citizen or resident of the United States, a
      corporation, partnership (except as provided in applicable Treasury
      Regulations), or other entity created or organized in or under the laws of
      the
      United States or any state thereof or the District of Columbia, an estate whose
      income is subject to United States federal income tax purposes 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 persons
      described in this clause (v) have the authority to control all substantial
      decisions of the trust (or, to the extent provided in applicable Treasury
      Regulations, certain trusts in existence on September 20, 1996 which are
      eligible to elect to be treated as United States persons) unless such Person
      has
      furnished the transferor and the Trust Administrator with a duly completed
      Internal Revenue Service Form W-8ECI or any applicable successor form,
      (vi) any Person with respect to whom income on any residual certificate is
      attributable to a foreign permanent establishment or fixed base, within the
      meaning of an applicable treaty, of such Person or any other U.S. Person and
      (vii) any other Person so designated by the Depositor based upon an Opinion
      of
      Counsel that the Transfer of an Ownership Interest in a Residual Certificate
      to
      such Person may cause a REMIC hereunder to fail to qualify as a REMIC at any
      time that the Certificates are outstanding.  The terms “United
      States,” “State” and “International Organization” shall have the meanings set
      forth in Section 7701 of the Code or successor provisions.  A
      corporation will not be treated as an instrumentality of the United States
      or of
      any State or political subdivision thereof for these purposes if all of its
      activities are subject to tax and, with the exception of the Freddie Mac, a
      majority of its board of directors is not selected by such government
      unit.

     

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

     

    


    
      
        
          
          

        

        
          I-6

          
            

          

        

        
          
          

        

      

    

    


    


    “Transfer”:  Any
      direct or indirect transfer or sale of any Ownership Interest in a Residual
      Certificate.

     

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

     

    


    
      
        
          
          

        

        
          I-7

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT 2

    to
      EXHIBIT 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 the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i)           Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trust
      Administrator of any change or impending change in its status as a Permitted
      Transferee.

     

    (ii)           No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Trust Administrator shall not register
      the Transfer of any Residual Certificate unless, in addition to the certificates
      required to be delivered to the Trust Administrator under subparagraph (b)
      above, the Trust Administrator shall have been furnished with an affidavit
      (a
“Transfer Affidavit”) of the initial owner or the proposed transferee in the
      form attached hereto as Exhibit I.

     

    (iii)           Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transfer Affidavit from any other Person to
      whom such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
      such Person is acting as nominee, trustee or agent in connection with any
      Transfer of a Residual Certificate and (C) not to Transfer its Ownership
      Interest in a Residual Certificate or to cause the Transfer of an Ownership
      Interest in a Residual Certificate to any other Person if it has actual
      knowledge that such Person is not a Permitted Transferee.

     

    (iv)           Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 5.02(c) shall be
      absolutely null and void and shall vest no rights in the purported
      Transferee.  If any purported transferee shall become a Holder of a
      Residual Certificate in violation of the provisions of this
      Section 5.02(c), then the last preceding Permitted Transferee shall be
      restored to all rights as Holder thereof retroactive to the date of registration
      of Transfer of such Residual Certificate.  The Trust 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 Section 5.02(b) and
      this Section 5.02(c) or for making any payments due on such Certificate to
      the Holder thereof or taking any other action with respect to such Holder under
      the provisions of this Agreement so long as the Transfer was registered after
      receipt of the related Transfer Affidavit, Transferor Certificate and either
      the
      Rule 144A Letter or the Investment Letter.  The Trust Administrator
      shall be entitled but not obligated to recover from any Holder of a Residual
      Certificate that was in fact not a Permitted Transferee at the time it became
      a
      Holder or, at such subsequent time as it became other than a Permitted
      Transferee, all payments made on such Residual Certificate at and after either
      such time.  Any such payments so recovered by the Trust Administrator
      shall be paid and delivered by the Trust Administrator to the last preceding
      Permitted Transferee of such Certificate.

     

    


    
      
        
          
          

        

        
          I-8

          
            

          

        

        
          
          

        

      

    

    


    


    (v)           The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Trust Administrator, all information necessary to compute
      any
      tax imposed under Section 860E(e) of the Code as a result of a Transfer of
      an Ownership Interest in a Residual Certificate to any Holder who is not a
      Permitted Transferee described in clauses (i) through (iv) of the definition
      thereof.

     

    The
      restrictions on Transfers of a Residual Certificate set forth in this
      Section 5.02(c) shall cease to apply (and the applicable portions of the
      legend on a Residual Certificate may be deleted) with respect to Transfers
      occurring after delivery to the Trust Administrator of an Opinion of Counsel,
      which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee,
      the Loan Seller, the Transferors, the Master Servicer or the Trust
      Administrator, to the effect that the elimination of such restrictions will
      not
      cause a REMIC hereunder to fail to qualify as a REMIC at any time that the
      Certificates are outstanding or result in the imposition of any tax on the
      Trust
      Fund, a Certificateholder or another Person.  Each Person holding or
      acquiring any Ownership Interest in a Residual Certificate hereby consents
      to
      any amendment of this Agreement which, based on an Opinion of Counsel furnished
      to the Trust Administrator, is reasonably necessary (a) to ensure that the
      record ownership of, or any beneficial interest in, a Residual Certificate
      is
      not transferred, directly or indirectly, to a Person that is not a Permitted
      Transferee and (b) to provide for a means to compel the Transfer of a
      Residual Certificate which is held by a Person that is not a Permitted
      Transferee to a Holder that is a Permitted Transferee.

     

    


    


    


    
      
        
          
          

        

        
          I-9

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT J

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    
      	 	
              _______________________

            	 
	 	
              Date

            	 


    

    


     

    Mortgage
      Asset Securitization Transactions, Inc.

    1285
      Avenue of the Americas

    New
      York,
      New York 10019

     

    Wells
      Fargo Bank, N.A., as trust administrator

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota  55479

     

    Attention:

     

    
      	 	
              Re:

            	
              Mortgage
                Asset Securitization Transactions, Inc., STARM Mortgage Loan Trust
                2007-3,
                Mortgage Pass-Through Certificates, Series 2007-3, Class
                A-[_]R

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that
      (a) we have not offered or sold any Certificates to, or solicited offers to
      buy any Certificates from, any person, or otherwise approached or negotiated
      with any person with respect thereto, in a manner that would be deemed, or
      taken
      any other action which would result in, a violation of Section 5 of the
      Securities Act of 1933, as amended and (b) to the extent we are disposing
      of a Class A-[_]R Certificate, (i) we have no knowledge the Transferee is not
      a
      Permitted Transferee, (ii) after conducting a reasonable investigation of
      the financial condition of the Transferee, we have no reason to believe that
      the
      Transferee will not pay taxes with respect to the Class A-[_]R Certificate
      when
      due, and (iii) we have no reason to believe that the statements made in
      paragraphs 7, 10 and 11 of the Transferee’s Transfer Affidavit are
      false.

     

    
      	 	
              Very
                truly yours,

               

               

               

            
	 	
              Print
                Name of Transferor

               

               

              By:  ________________________________

              Authorized
                Officer

            


    

    


    


    
      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT K

     

    FORM
      OF
      INVESTMENT LETTER (NON-RULE 144A)

     

    
      	 	
              _______________________

            	 
	 	
              Date

            	 


    

    


    Mortgage
      Asset Securitization Transactions, Inc.

    1285
      Avenue of the Americas

    New
      York,
      New York 10019

     

    Wells
      Fargo Bank, N.A., as trust administrator

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    Attention:

     

    
      	 	
              Re:

            	
              Mortgage
                Asset Securitization Transactions, Inc., STARM Mortgage Loan Trust
                2007-3,
                Mortgage Pass-Through Certificates, Series 2007-3,
                Class [__________]

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that
      (a) we understand that the Certificates are not being registered under the
      Securities Act of 1933, as amended (the “Act”), or any state securities
      laws and are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investments in the Certificates,
      (c) we have had the opportunity to ask questions of and receive answers
      from the Depositor concerning the purchase of the Certificates and all matters
      relating thereto or any additional information deemed necessary to our decision
      to purchase the Certificates, (d) in the case of an ERISA-Restricted
      Certificate, either (i) we are not an employee benefit plan or other retirement
      arrangement subject to Section 406 of ERISA and/or Section 4975 of the
      Code, or a person acting for, on behalf of or with the assets of, any such
      plan
      or arrangement, (ii) in the case of an ERISA-Restricted Certificate which
      is the subject of an ERISA Qualifying Underwriting, if we are an insurance
      company, we are an insurance company that is purchasing such Certificates with
      funds contained in an “insurance company general account” (as such term is
      defined in Section V(e) of Prohibited Transaction Class Exemption
      95-60 (“PTCE 95-60”)) and the purchase and holding of such Certificates
      are covered under Sections I and III of PTCE 95-60 or (iii) we have provided
      the
      Trust Administrator with a satisfactory Opinion of Counsel as required in the
      Agreement to the effect that the purchase or holding of such ERISA-Restricted
      Certificate will not result in prohibited transactions under Section 406 of
      ERISA and/or Section 4975 of the Code and will not subject the Trustee, the
      Transferor, the Depositor, the Master Servicer or the Trust Administrator to
      any
      obligation in addition to those undertaken in the Agreement, (e) in the case
      of
      an ERISA-Restricted Cap Certificate, either (i) we are neither a Plan nor a
      person acting on behalf of any such Plan or using the assets of any such Plan
      to
      effect such transfer or (ii) the acquisition and holding of the ERISA-Restricted
      Cap Certificate are eligible for exemptive relief under the statutory exemption
      for nonfiduciary service providers under Section 408(b)(17) of ERISA and Section
      4975(d)(20) of the Code, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE
      96-23 or some other applicable exemption, (f) we are acquiring the
      Certificates for investment for our own account and not with a view to any
      distribution of such Certificates (but without prejudice to our right at all
      times to sell or otherwise dispose of the Certificates in accordance with clause
      (h) below), (g) we are acquiring the Certificates for investment for our own
      account and not with a view to any distribution of such Certificates (but
      without prejudice to our right at all times to sell or otherwise dispose of
      the
      Certificates in accordance with clause (i) below), (h) we have not offered
      or sold any Certificates to, or solicited offers to buy any Certificates from,
      any person, or otherwise approached or negotiated with any person with respect
      thereto, or taken any other action which would result in a violation of
      Section 5 of the Act, and (i) we will not sell, transfer or otherwise
      dispose of any Certificates unless (1) such sale, transfer or other
      disposition is made pursuant to an effective registration statement under the
      Act or is exempt from such registration requirements, and if requested, we
      will
      at our expense provide an opinion of counsel satisfactory to the addressees
      of
      this Certificate that such sale, transfer or other disposition may be made
      pursuant to an exemption from the Act, (2) the purchaser or transferee of
      such Certificate has executed and delivered to you a certificate to
      substantially the same effect as this certificate, and (3) the purchaser or
      transferee has otherwise complied with any conditions for transfer set forth
      in
      the Pooling and Servicing Agreement.

     

    
      	 	
              Very
                truly yours,

               

               

               

            
	 	
              Print
                Name of Transferor

               

               

              By:  ________________________________

              Authorized
                Officer

            


    

    


    


    
      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT L

     

    FORM
      OF
      RULE 144A LETTER

     

    
      	 	
              _______________________

            	 
	 	
              Date

            	 


    

    


    Mortgage
      Asset Securitization Transactions, Inc.

    1285
      Avenue of the Americas

    New
      York,
      New York 10019

     

    Wells
      Fargo Bank, N.A., as trust administrator

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    Attention:

     

    
      	 	
              Re:

            	
              Mortgage
                Asset Securitization Transactions, Inc., STARM Mortgage Loan Trust
                2007-3,
                Mortgage Pass-Through Certificates, Series 2007-3,
                Class [_______________]

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that
      (a) we understand that the Certificates are not being registered under the
      Securities Act of 1933, as amended (the “Act”), or any state securities
      laws and are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investments in the Certificates,
      (c) we have had the opportunity to ask questions of and receive answers
      from the Depositor concerning the purchase of the Certificates and all matters
      relating thereto or any additional information deemed necessary to our decision
      to purchase the Certificates, (d) in the case of an ERISA-Restricted
      Certificate, either (i) we are not an employee benefit plan or other
      retirement arrangement subject to Section 406 of ERISA and/or Section 4975
      of the Code, or a person acting for, on behalf of or with the assets of, any
      such plan or arrangement, (ii) in the case of an ERISA-Restricted
      Certificate which is the subject of an ERISA Qualifying Underwriting, if we
      are
      an insurance company, we are an insurance company that is purchasing such
      Certificates with funds contained in an “insurance company general account” (as
      such term is defined in Section V(e) of Prohibited Transaction
      Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificates are covered under Sections I and III of PTCE 95-60
      or (iii) we have provided the Trust Administrator with a satisfactory Opinion
      of
      Counsel as required in the Agreement to the effect that the purchase or holding
      of such ERISA-Restricted Certificate will not result in prohibited transactions
      under Section 406 of ERISA and/or Section 4975 of the Code and will not subject
      the Trustee, the Transferor, the Depositor, the Master Servicer or the Trust
      Administrator to any obligation in addition to those undertaken in the
      Agreement, (e) in the case of an ERISA-Restricted Cap Certificate, either (i)
      we
      are neither a Plan nor a person acting on behalf of any such Plan or using
      the
      assets of any such Plan to effect such transfer or (ii) the acquisition and
      holding of the ERISA-Restricted Cap Certificate are eligible for exemptive
      relief under the statutory exemption for nonfiduciary service providers under
      Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code, PTCE 84-14,
      PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23 or some other applicable
      exemption, (f) we have not, nor has anyone acting on our behalf offered,
      transferred, pledged, sold or otherwise disposed of the Certificates, any
      interest in the Certificates or any other similar security to, or solicited
      any
      offer to buy or accept a transfer, pledge or other disposition of the
      Certificates, any interest in the Certificates or any other similar security
      from, or otherwise approached or negotiated with respect to the Certificates,
      any interest in the Certificates or any other similar security with, any person
      in any manner, or made any general solicitation by means of general advertising
      or in any other manner, or taken any other action, that would constitute a
      distribution of the Certificates under the Securities Act or that would render
      the disposition of the Certificates a violation of Section 5 of the
      Securities Act or require registration pursuant thereto, nor will act, nor
      has
      authorized or will authorize any person to act, in such manner with respect
      to
      the Certificates and (g) we are a “qualified institutional buyer” as that term
      is defined in Rule 144A under the Securities Act and have completed either
      of
      the forms of certification to that effect attached hereto as Annex 1 or Annex
      2.  We are aware that the sale to us is being made in reliance on Rule
      144A.  We are acquiring the Certificates for our own account or for
      resale pursuant to Rule 144A and further, understand that such Certificates
      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 Securities
      Act.

     

    


    
      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      

    

    


    


    ANNEX
      1

    to
      EXHIBIT L

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    (For
      Transferees Other Than Registered Investment Companies)

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates with respect to the Certificates described therein:

     

    1.           As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2.           In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule 144A”) because (i) the Buyer owned and/or invested on
      a discretionary basis either at least $100,000 in securities or, if Buyer is
      a
      dealer, Buyer must own and/or invest on a discretionary basis at least
      $10,000,000 in securities (except for the excluded securities referred to below)
      as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A and (ii) the Buyer satisfies the
      criteria in the category marked below.

     

    ·           Corporation,
      etc.  The Buyer is a corporation (other than a bank, savings and
      loan association or similar institution), Massachusetts or similar business
      trust, partnership, or charitable organization described in
      Section 501(c)(3) of the Internal Revenue Code of 1986, as
      amended.

     

    ·           Bank.  The
      Buyer (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 Buyer (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.

     

    ·           Broker-dealer.  The
      Buyer is a dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934.

     

    ·           Insurance
      Company.  The Buyer 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.

     

    


    
      
        
          
          

        

        
          L-2

          
            

          

        

        
          
          

        

      

    

    


    


    ·           State
      or Local Plan.  The Buyer 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 Buyer is an employee benefit plan within the meaning of
      Title I of the Employee Retirement Income Security Act of 1974.

     

    ·           Investment
      Advisor.  The Buyer is an investment advisor registered under the
      Investment Advisors Act of 1940.

     

    ·           Small
      Business Investment Company.  Buyer is a small business investment
      company licensed by the U.S. Small Business Administration under
      Section 301(c) or (d) of the Small Business Investment Act of
      1958.

     

    ·           Business
      Development Company.  Buyer is a business development company as
      defined in Section 202(a)(22) of the Investment Advisors Act of
      1940.

     

    3.           The
      term “securities” as used herein does not include
      (i) securities of issuers that are affiliated with the Buyer,
      (ii) securities that are part of an unsold allotment to or subscription by
      the Buyer, if the Buyer 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 Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities
      has been published.  If clause (ii) in the preceding sentence
      applies, the securities may be valued at market.  Further, in
      determining such aggregate amount, the Buyer may have included securities owned
      by subsidiaries of the Buyer, but only if such subsidiaries are consolidated
      with the Buyer in its financial statements prepared in accordance with generally
      accepted accounting principles and if the investments of such subsidiaries
      are
      managed under the Buyer’s direction.  However, such securities were
      not included if the Buyer is a majority-owned, consolidated subsidiary of
      another enterprise and the Buyer is not itself a reporting company under the
      Securities Exchange Act of 1934, as amended.

     

    5.           The
      Buyer acknowledges that it is familiar with Rule 144A and understands that
      the
      seller to it 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
      Buyer may be in reliance on Rule 144A.

     

    


    
      
        
          
          

        

        
          L-3

          
            

          

        

        
          
          

        

      

    

    


    


    6.           Until
      the date of purchase of the Rule 144A Securities, the Buyer 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
      Buyer’s purchase of the Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase.  In addition, if the
      Buyer is a bank or savings and loan is provided above, the Buyer agrees that
      it
      will furnish to such parties updated annual financial statements promptly after
      they become available.

     

    
      	 	 
	 	
              Print
                Name of Buyer

               

               

              By:  ________________________________

              Name:

              Title:

              Date:

            


    

    


     

    


    
      
        
          
          

        

        
          L-4

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      2

    to
      EXHIBIT L

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    (For
      Transferees That are Registered Investment Companies)

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates with respect to the Certificates described therein:

     

    1.           As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule 144A”), because Buyer is part of a Family
      of Investment Companies (as defined below), is such an officer of the
      Adviser.

     

    2.           In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii) as marked below, the Buyer alone, or the Buyer’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 Buyer’s most recent fiscal
      year.  For purposes of determining the amount of securities owned by
      the Buyer or the Buyer’s Family of Investment Companies, the cost of such
      securities was used, except (i) where the Buyer or the Buyer’s Family of
      Investment Companies reports its securities holdings in its financial statements
      on the basis of their market value, and (ii) no current information with
      respect to the cost of those securities has been published.  If clause
      (ii) in the preceding sentence applies, the securities may be valued at
      market.

     

    ___
      The
      Buyer owned $_______ in securities (other than the excluded securities referred
      to below) as of the end of the Buyer’s most recent fiscal year (such amount
      being calculated in accordance with Rule 144A).

     

    ___
      The
      Buyer 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 Buyer’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 Buyer or are part of the Buyer’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.

     

    


    
      
        
          
          

        

        
          L-5

          
            

          

        

        
          
          

        

      

    

    


    


    5.           The
      Buyer is familiar with Rule 144A and understands that the parties listed in
      the
      Rule 144A Transferee Certificate to which this certification relates are relying
      and will continue to rely on the statements made herein because one or more
      sales to the Buyer will be in reliance on Rule 144A.  In addition, the
      Buyer will only purchase for the Buyer’s own account.

     

    6.           Until
      the date of purchase of the Certificates, the undersigned will notify the
      parties listed in the Rule 144A Transferee Certificate to which this
      certification relates of any changes in the information and conclusions
      herein.  Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification by the
      undersigned as of the date of such purchase.

     

    
      	 	 
	 	
              Print
                Name of Buyer or Adviser

               

               

              By:  ________________________________

              Name:

              Title:

               

               

              IF
                AN ADVISER:

               

               

            
	 	
              Print
                Name of Buyer

               

              Date:

            


    

    


    


    
      
        
          
          

        

        
          L-6

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      M

     

    FORM
      OF
      REQUEST FOR RELEASE OF DOCUMENTS

     

    


     

    


    To:           Wells
      Fargo Bank, N.A.

    1015
      10th
      Avenue S.E.

    Minneapolis,
      MN  55414-0031

    Attn:   Inventory
      Control—STARM 2007-3

    


    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement, dated as of June 1, 2007, by and among Mortgage
                Asset Securitization Transactions, Inc., as depositor, UBS Real Estate
                Securities Inc., as transferor, Wells Fargo Bank, N.A., as master
                servicer, as trust administrator and as custodian, and U.S. Bank
                National
                Association, as trustee.

            


    

    


    In
      connection with the administration of the related Mortgage Loans held by you
      as
      Custodian pursuant to the above-captioned Pooling and Servicing Agreement,
      we
      request the release, and hereby acknowledge receipt, of the Mortgage File for
      the Mortgage Loan described below, for the reason indicated.  If such
      Mortgage Loan is being repurchased, we hereby certify that the Purchase Price
      for such Mortgage Loan has been paid.

    


    Mortgage
      Loan Number:

    


    Mortgagor
      Name, Address & Zip Code:

    


    Reason
      for Requesting Documents (check one):

    


    
      	
              _______

            	
              1.

            	
              Mortgage
                Paid in Full

            
	 	 	 
	
              _______

            	
              2.

            	
              Foreclosure

            
	 	 	 
	
              _______

            	
              3.

            	
              Substitution

            
	 	 	 
	
              _______

            	
              4.

            	
              Other
                Liquidation (Repurchases, etc.)

            
	 	 	 
	
              _______

            	
              5.

            	
              Nonliquidation

            


    

    


    Reason:____________________________________

    


    Address
      to which Custodian should

    Deliver
      the Mortgage File:

    __________________________________________

    __________________________________________

    __________________________________________

     

    
 

    
      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	
              By:_______________________________________

              (authorized
                signer)

            


    

    


    Issuer:_____________________________________

    


    Address:___________________________________

    ___________________________________

    


    


    Date:______________________________________

    


    Custodian

    


    Wells
      Fargo Bank, N.A.

    


    


    Please
      acknowledge the execution of the above request by your signature and date
      below:

    


    
      	
              ____________________________________

            	
              _________________

            
	
              Signature

            	
              Date

            


    

    


    Documents
      returned to Custodian:

    


    
      	
              ____________________________________

            	
              _________________

            
	
              Custodian

            	
              Date

            


    

    


    


    
      
        
          
          

        

        
          M-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      N

     

    FORM
      OF
      SARBANES-OXLEY CERTIFICATION

    


    [DATE]

     

    [Name
      of
      Depositor] [Depositor’s Address]

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      MD 21045

     

    
      	
              Re:

            	
              STARM
                Mortgage Loan Trust, Series 2007-3

            


    

     

    I,
      [identify the certifying individual], certify that:

     

    1.           I
      have reviewed the report on Form 10-K and all reports on Form 10-D required
      to
      be filed in respect of the period covered by this report on Form 10-K of STARM
      Mortgage Loan Trust, Series 2007-3 (the “Exchange Act periodic
      reports”);

     

    2.           Based
      on my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3.           Based
      on my knowledge, all of the distribution, servicing and other information
      required to be provided under Form 10-D for the period covered by this report
      is
      included in the Exchange Act periodic reports;

     

    4.           [I
      am responsible for reviewing the activities performed by the servicer(s) and
      based on my knowledge and the compliance review(s) conducted in preparing the
      servicer compliance statement(s) required in this report under Item 1123 of
      Regulation AB, and except as disclosed in the Exchange Act periodic reports,
      the
      servicer(s) [has/have] fulfilled [its/their] obligations under the servicing
      agreement(s) in all material respects; and]

     

    5.           All
      of the reports on assessment of compliance with servicing criteria for ABS
      and
      their related attestation reports on assessment of compliance with servicing
      criteria for asset-backed securities required to be included in this report
      in
      accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
      15d-18 have been included as an exhibit to this report, except as otherwise
      disclosed in this report.  Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.

     

    [In
      giving the certifications above, I have reasonably relied on information
      provided to me by the following unaffiliated parties [name of servicer,
      sub-servicer, co-servicer, depositor or trustee].]

     

    Date:_____________________________

    


    


    


    


    
      	 	
              ____________________________________

            
	 	
              [Signature]

              [Title]

            


    

    


    


    


    
      
        
          
          

        

        
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    EXHIBIT
      O

     

    [RESERVED]

     

    


    
      
        
          
          

        

        
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    EXHIBIT
      P

     

    [RESERVED]

     

    


    
      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      Q

     

    FORM
      OF
      ASSESSMENT OF COMPLIANCE

     

    [Name
      of
      Trust] (the “Trust”)

    Mortgage
      Pass-Through Certificates

    Series
      20[__]-[__]

    


    I,
      [name
      of certifying individual], a duly elected and acting officer of
      [__________________________] (the “Assessing Party”), certify pursuant to
      Section 3.22 of the Pooling and Servicing Agreement to the Depositor, [the
      Trust
      Administrator] and each Person, if any, who “controls” the Depositor [or the
      Trust Administrator] within the meaning of the Securities Act of 1933, as
      amended, and their respective officers and directors, with respect to the
      calendar year immediately preceding the date of this Certificate (the “Relevant
      Year”), as follows:

     

    1.           I
      am responsible for assessing compliance with the Servicing Criteria applicable
      to the Assessing Party during the Relevant Year. For purposes of this
      assessment, I have used the Servicing Criteria as set for in Item 1122 of
      Regulation AB.

     

    2.           Based
      on my knowledge, the Assessing Party was in compliance with the Servicing
      Criteria applicable to the Assessing Party during the Relevant Year other than
      [state any material instance of noncompliance with respect thereto during such
      period].  This assessment is based on the activities the Assessing
      Party performs with respect to asset-backed securities transactions taken as
      a
      whole involving the Assessing Party, that are backed by the same asset type
      as
      the related Loans serviced by it.

     

    3.           Based
      on the activities the Assessing Party performs with respect to asset-backed
      securities transactions taken as a whole involving the Assessing Party, that
      are
      backed by the same asset type as the related Mortgage Loans serviced by it,
      the
      following Servicing Criteria are not applicable to the Assessing Party:
      [____________].

     

    4.           A
      registered public accounting firm has issued an attestation report on the
      Assessing Party’s assessment of compliance for the period consisting of Relevant
      Year.

     

    


    
      
        
          
          

        

        
          Q-1

          
            

          

        

        
          
          

        

      

    

    


    Capitalized
      terms used but not defined herein have the meanings assigned in the pooling
      and
      servicing agreement dated as of June 1, 2007 (the “Pooling and Servicing
      Agreement”) among Mortgage Asset Securitization Transactions, Inc., as
      depositor, UBS Real Estate Securities Inc., as transferor, Wells Fargo Bank,
      N.A., as master servicer, trust administrator, and as custodian, and U.S. Bank
      National Association, as trustee.

    


     

    
      	 	
              [__________________],

              as
                Assessing Party

               

              By:  ___________________________

              [Name]

              [Title]

              [Date]

            


    

    


    


    


    


    
      
        
          
          

        

        
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          R-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      S

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION*

     

    


    


    [Wells
      Fargo Bank, N.A., as Trust Administrator

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attn:  Corporate
      Trust Services-  STARM MORTGAGE LOAN TRUST 2007-3—SEC REPORT
      PROCESSING]

    


    [Mortgage
      Asset Securitization Transactions, Inc.

    1285
      Avenue of the Americas

    New
      York,
      NY 10019]

     

    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
      June 1, 2007, among Mortgage Asset Securitization Transactions, Inc., as
      Depositor, UBS Real Estate Securities Inc., as Transferor, Wells Fargo Bank
      N.A., as Master Servicer, Trust Administrator and Custodian, and U.S. Bank
      National Association, as Trustee, 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:  [                   ].

    


    
      	 	
              [NAME
                OF PARTY],

              as
                [role]

              By:

              Name:

              Title:

            


    

    


    *  To
      be sent via email to cts.sec.notifications@wellsfargo.com and by
      facsimile to 410-715-2380 in addition to overnight mail to the address
      above.

     

    


    


    
      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      T

     

    Additional
      Form 10-D Disclosure

    


    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

               

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible

            
	
              Item
                1: Distribution and Pool Performance Information

               

               

            	 
	
              Information
                included in the [Monthly Statement]

            	
              Master
                Servicer

              Servicer

              Trust
                Administrator

            
	
              Any
                information required by 1121 which is NOT included on the [Monthly
                Statement]

            	
              Depositor

            
	
              Item
                2: Legal Proceedings

               

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceeding known to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Trust Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Trust Administrator

            	
              Trust
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or Trust
                Administrator)

            	
              Servicer

            
	
              ▪
                Any other party contemplated by 1100(d)(1)

            	
              Depositor

            
	
              Item
                3:  Sale 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.

            	
              Depositor

            
	
               

              Item
                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)

            	
               

              Trust
                Administrator

              Trustee

            
	
              Item
                5:  Submission of Matters to a Vote of Security
                Holders

               

              Information
                from Item 4 of Part II of Form 10-Q

            	
              Trust
                Administrator

              Trustee

            
	
              Item
                6:  Significant Obligors of Pool Assets

               

              Item
                1112(b) –Significant Obligor Financial
                Information*

            	
              Depositor

            
	
              *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.

            	 
	
              Item
                7:  Significant Enhancement Provider
                Information

               

              Item
                1114(b)(2) – Credit Enhancement Provider Financial
                Information*

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

               

            
	
              Item
                1115(b) – Derivative Counterparty Financial
                Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

               

            
	
              *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.

            	 
	
              Item
                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

            	
              Any
                party responsible for the applicable Form 8-K Disclosure
                item

            
	
              Item
                9:  Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Trust
                Administrator

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            


    

    


    


    
      
        
          
          

        

        
          T-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      U

    


    Additional
      Form 10-K Disclosure

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible

            
	
              Item
                1B: Unresolved Staff Comments

            	
              Depositor

            
	
              Item
                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

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15:  Exhibits, Financial Statement
                Schedules

            	
              Trust
                Administrator

              Depositor

            
	
              Reg
                AB Item 1112(b):  Significant Obligors of Pool
                Assets

            	
               

            
	
              Significant
                Obligor Financial Information*

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-K if updated information
                is required pursuant to the Item.

            	
               

            
	
              Reg
                AB Item 1114(b)(2):  Credit Enhancement Provider Financial
                Information

            	
               

            
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

               

            
	
              *This
                information need only be reported on the Form 10-K if updated information
                is required pursuant to the Item.

            	
               

            
	
              Reg
                AB Item 1115(b):  Derivative Counterparty Financial
                Information

            	
               

            
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-K if updated information
                is required pursuant to the Item.

            	
               

            
	
              Reg
                AB Item 1117: Legal Proceedings

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceeding known to be contemplated by governmental
                authorities:

            	
               

            
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Trust Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Trust Administrator

            	
              Trust
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or Trust
                Administrator)

            	
              Servicer

            
	
              ▪
                Any other party contemplated by 1100(d)(1)

            	
              Depositor

            
	
              Reg
                AB Item 1119:  Affiliations and
                Relationships

            	
               

            
	
              Whether
                (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                of
                the following parties, and (b) to the extent known and material,
                any of
                the following parties are affiliated with one another:

               

            	
              Depositor
                as to (a)

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Trust Administrator

            	
              Trust
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any “outside the ordinary course business arrangements” other
                than would be obtained in an arm’s length transaction between (a) the
                Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
                (b) any
                of the following parties (or their affiliates) on the other hand,
                that
                exist currently or within the past two years and that are material
                to a
                Certificateholder’s understanding of the Certificates:

            	
              Depositor
                as to (a)

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Trust Administrator

            	
              Trust
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any specific relationships involving the transaction or
                the pool
                assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                on
                the one hand, and (b) any of the following parties (or their affiliates)
                on the other hand, that exist currently or within the past two years
                and
                that are material:

               

            	
              Depositor
                as to (a)

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Trust Administrator

            	
              Trust
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            


    

    


    


    
      
        
          
          

        

        
          U-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      V

    


    Form
      8-K
      Disclosure Information

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible

            
	
              Item
                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

            	
              All
                parties with respect to any agreement entered into by such
                party

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

              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.

            	
              All
                parties with respect to any agreement entered into by such
                party

            
	
              Item
                1.03- Bankruptcy or Receivership

              Disclosure
                is required regarding the bankruptcy or receivership, with respect
                to any
                of the following:

            	
              Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Depositor/Sponsor
                (Seller)

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Affiliated Servicer

            	
              Servicer

            
	
              ▪
                Other Servicer servicing 20% or more of the pool assets at the time
                of the
                report

            	
              Servicer

            
	
              ▪
                Other material servicers

            	
              Servicer

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Trust Administrator

            	
              Trust
                Administrator

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              Item
                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 statements to the certificateholders.

            	
              Depositor

              Master
                Servicer

              Trust
                Administrator

            
	
              Item
                3.03- Material Modification to Rights of Security
                Holders

              Disclosure
                is required of any material modification to document defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement.

            	
              Trust
                Administrator/Trustee/Depositor (with respect to each, only to the
                extent
                it is a party to any such documents)

            
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”.

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational Material

               

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Trust Administrator

              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 or
                trustee.

            	
              Master
                Servicer/Trust Administrator/Depositor/

              Servicer

              Trustee
                (as to itself or the Master Servicer)

            
	
              Reg
                AB disclosure about any new servicer or master servicer is also
                required.

            	
              Servicer/Master
                Servicer/Depositor

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              Trustee

            
	
              Item
                6.03- Change in Credit Enhancement or 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.

            	
              Depositor/Trust
                Administrator

            
	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trust
                Administrator

            
	
              Item
                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.

            	
              Depositor

            
	
              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.

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              All
                parties as to material nonpublic information disclosed by such
                party

            
	
              Item
                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
                certificateholders.

            	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Responsible
                party for reporting/disclosing the financial statement or
                exhibit

            


    

    


    


     

    


     

    


     

    


     

    


    
      
        
          
          

        

        
          V-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      W

    


    [RESERVED]

    


    
      
        
          
          

        

        
          W-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      X

    


    Assessments
      of Compliance and Attestation Reports Servicing Criteria*

    


    
      	
              Reg.
                AB Item 1122(d) Servicing Criteria

            	
              Servicer

            	
              Trustee

            	
              Custodian/

              Paying
                Agent/

              Master
                Servicer/

              Trust
                Administrator

            
	
              General
                Servicing Considerations

            	 	 	 
	
              monitoring
                performance or other triggers and events of default

            	
              X

            	 	
              X

            
	
              monitoring
                performance of vendors of activities outsourced

            	
              X

            	 	
              X

            
	
              maintenance
                of back-up servicer for pool assets

            	
              X

            	 	 
	
              fidelity
                bond and E&O policies in effect

            	
              X

            	 	
              X

            
	
              Cash
                Collection and Administration

            	 	 	 
	
              timing
                of deposits to custodial account

            	
              X

            	 	
              X

            
	
              wire
                transfers to investors by authorized personnel

            	
              X

            	 	
              X

            
	
              advances
                or guarantees made, reviewed and approved as required

            	
              X

            	 	
              X

            
	
              accounts
                maintained as required

            	
              X

            	 	
              X

            
	
              accounts
                at federally insured depository institutions

            	
              X

            	 	
              X

            
	
              unissued
                checks safeguarded

            	
              X

            	 	
              X

            
	
              monthly
                reconciliations of accounts

            	
              X

            	 	
              X

            
	
              Investor
                Remittances and Reporting

            	 	 	 
	
              investor
                reports

            	
              X

            	 	
              X

            
	
              remittances

            	
              X

            	 	
              X

            
	
              proper
                posting of distributions

            	
              X

            	 	
              X

            
	
              reconciliation
                of remittances and payment statements

            	
              X

            	 	
              X

            
	
              Pool
                Asset Administration

            	 	 	 
	
              maintenance
                of pool collateral

            	
              X

            	 	
              X

            
	
              safeguarding
                of pool assets/documents

            	
              X

            	 	
              X

            
	
              additions,
                removals and substitutions of pool assets

            	
              X

            	 	 
	
              posting
                and allocation of pool asset payments to pool assets

            	
              X

            	 	 
	
              reconciliation
                of servicer records

            	
              X

            	 	 
	
              modifications
                or other changes to terms of pool assets

            	
              X

            	 	 
	
              loss
                mitigation and recovery actions

            	
              X

            	 	 
	
              records
                regarding collection efforts

            	
              X

            	 	 
	
              adjustments
                to variable interest rates on pool assets

            	
              X

            	 	 
	
              matters
                relating to funds held in trust for obligors

            	
              X

            	 	 
	
              payments
                made on behalf of obligors (such as for taxes or
                insurance)

            	
              X

            	 	 
	
              late
                payment penalties with respect to payments made on behalf of
                obligors

            	
              X

            	 	 
	
              records
                with respect to payments made on behalf of obligors

            	
              X

            	 	 
	
              recognition
                and recording of delinquencies, charge-offs and uncollectible
                accounts

            	
              X

            	 	
              X

            
	
              maintenance
                of external credit enhancement or other support

            	 	 	 


    

    


    

      

    

      
      


       

      *
        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.

    

     

     

     
      
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