Unassociated Document


    NOMURA
      ASSET ACCEPTANCE CORPORATION,

     

    Depositor

    


     

    NOMURA
      CREDIT & CAPITAL, INC.,

     

    Sponsor

    


     

    GMAC
      MORTGAGE, LLC,

     

    Servicer

    


     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

     

    Master
      Servicer and Securities Administrator

     

    and

    


     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION,

     

    Trustee

     

    
      	 	 	 


    

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of June 1, 2007

     

    
      	 	 	 


    

    


     

    NOMURA
      ASSET ACCEPTANCE CORPORATION

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-3

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      
        	
                ARTICLE
                  I

              
	
                DEFINITIONS

              
	
                Section
                  1.01

              	
                Defined
                  Terms.

              
	
                Section
                  1.02

              	
                Allocation
                  of Certain Interest Shortfalls.

              
	
                ARTICLE
                  II

              
	
                CONVEYANCE
                  OF TRUST FUND REPRESENTATIONS AND WARRANTIES

              
	
                Section
                  2.01

              	
                Conveyance
                  of Trust Fund.

              
	
                Section
                  2.02

              	
                Acceptance
                  of the Mortgage Loans.

              
	
                Section
                  2.03

              	
                Representations,
                  Warranties and Covenants of the Servicer and the
                  Sponsor.

              
	
                Section
                  2.04

              	
                Representations
                  and Warranties of the Depositor.

              
	
                Section
                  2.05

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions and
                  Repurchases.

              
	
                Section
                  2.06

              	
                Issuance
                  of the REMIC I Regular Interests.

              
	
                Section
                  2.07

              	
                Conveyance
                  of the REMIC I Regular Interests, REMIC II Regular Interests, Class
                  X
                  Interest, Class P Interest and Class IO Interest.

              
	
                Section
                  2.08

              	
                Issuance
                  of Class R Certificates and the Class R-X Certificates.

              
	
                Section
                  2.09

              	
                Establishment
                  of Trust.

              
	
                Section
                  2.10

              	
                Purpose
                  and Powers of the Trust.

              
	
                Section
                  2.11

              	
                Rights
                  of the Certificate Insurer.

              
	
                ARTICLE
                  III

              
	
                ADMINISTRATION
                  AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

              
	
                Section
                  3.01

              	
                The
                  Servicer to act as Servicer of the Mortgage Loans.

              
	
                Section
                  3.02

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              
	
                Section
                  3.03

              	
                Subservicers.

              
	
                Section
                  3.04

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

              
	
                Section
                  3.05

              	
                Maintenance
                  of Hazard Insurance.

              
	
                Section
                  3.06

              	
                Presentment
                  of Claims and Collection of Proceeds.

              
	
                Section
                  3.07

              	
                Maintenance
                  of Insurance Policies.

              
	
                Section
                  3.08

              	
                Reserved.

              
	
                Section
                  3.09

              	
                Realization
                  Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
                  Proceeds and Realized Losses; Repurchases of Certain Mortgage
                  Loans.

              
	
                Section
                  3.10

              	
                Servicing
                  Compensation.

              
	
                Section
                  3.11

              	
                REO
                  Property.

              
	
                Section
                  3.12

              	
                Liquidation
                  Reports.

              
	
                Section
                  3.13

              	
                Annual
                  Statement as to Compliance.

              
	
                Section
                  3.14

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                Section
                  3.15

              	
                Books
                  and Records.

              
	
                Section
                  3.16

              	
                The
                  Trustee.

              
	
                Section
                  3.17

              	
                REMIC
                  Related Covenants.

              
	
                Section
                  3.18

              	
                Annual
                  Sarbanes-Oxley Certification; Additional Information.

              
	
                Section
                  3.19

              	
                Release
                  of Mortgage Files.

              
	
                Section
                  3.20

              	
                Documents,
                  Records and Funds in Possession of the Servicer to be held for
                  Trustee.

              
	
                Section
                  3.21

              	
                Possession
                  of Certain Insurance Policies and Documents.

              
	
                Section
                  3.22

              	
                [Reserved].

              
	
                Section
                  3.23

              	
                [Reserved].

              
	
                Section
                  3.24

              	
                Optional
                  Purchase of Certain Mortgage Loans.

              
	
                Section
                  3.25

              	
                Obligations
                  of the Servicer Under Credit Risk Management
                  Agreements.

              
	
                Section
                  3.26

              	
                Collection
                  of Mortgage Loan Payments; Custodial Account.

              
	
                Section
                  3.27

              	
                Permitted
                  Withdrawals From the Custodial Account.

              
	
                Section
                  3.28

              	
                Reports
                  to Master Servicer.

              
	
                Section
                  3.29

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

              
	
                Section
                  3.30

              	
                Adjustments
                  to Mortgage Rate and Scheduled Payment.

              
	
                Section
                  3.31

              	
                Distribution
                  Account.

              
	
                Section
                  3.32

              	
                Permitted
                  Withdrawals and Transfers from the Distribution
                  Account.

              
	
                Section
                  3.33

              	
                Duties
                  of the Credit Risk Manager; Termination.

              
	
                Section
                  3.34

              	
                Limitation
                  Upon Liability of Credit Risk Manager; Indemnification.

              
	
                ARTICLE
                  IV

              
	
                ADMINISTRATION
                  AND MASTER SERVICING OF THE MORTGAGE LOANS

              
	
                Section
                  4.01

              	
                The
                  Master Servicer.

              
	
                Section
                  4.02

              	
                Monitoring
                  of the Servicer.

              
	
                Section
                  4.03

              	
                Fidelity
                  Bond.

              
	
                Section
                  4.04

              	
                Power
                  to Act; Procedures.

              
	
                Section
                  4.05

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              
	
                Section
                  4.06

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

              
	
                Section
                  4.07

              	
                Standard
                  Hazard Insurance and Flood Insurance Policies.

              
	
                Section
                  4.08

              	
                Presentment
                  of Claims and Collection of Proceeds.

              
	
                Section
                  4.09

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies.

              
	
                Section
                  4.10

              	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents.

              
	
                Section
                  4.11

              	
                Realization
                  Upon Defaulted Loans.

              
	
                Section
                  4.12

              	
                Compensation
                  for the Master Servicer.

              
	
                Section
                  4.13

              	
                REO
                  Property.

              
	
                Section
                  4.14

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

              
	
                ARTICLE
                  V

              
	
                ADVANCES
                  AND DISTRIBUTIONS

              
	
                Section
                  5.01

              	
                Advances;
                  Advance Facility.

              
	
                Section
                  5.02

              	
                Compensating
                  Interest Payments.

              
	
                Section
                  5.03

              	
                REMIC
                  Distributions.

              
	
                Section
                  5.04

              	
                [Reserved].

              
	
                Section
                  5.05

              	
                Distributions
                  on the Certificates.

              
	
                Section
                  5.06

              	
                [Reserved].

              
	
                Section
                  5.07

              	
                Allocation
                  of Realized Losses on the Mortgage Loans.

              
	
                Section
                  5.08

              	
                Monthly
                  Statements to Certificateholders.

              
	
                Section
                  5.09

              	
                REMIC
                  Designations and REMIC Allocations.

              
	
                Section
                  5.10

              	
                Prepayment
                  Charges.

              
	
                Section
                  5.11

              	
                Class
                  P Certificate Account.

              
	
                Section
                  5.12

              	
                [Reserved].

              
	
                Section
                  5.13

              	
                Basis
                  Risk Shortfall Reserve Fund.

              
	
                Section
                  5.14

              	
                Supplemental
                  Interest Trust.

              
	
                Section
                  5.15

              	
                Tax
                  Treatment of Swap Payments and Swap Termination
                  Payments.

              
	
                Section
                  5.16

              	
                Reports
                  Filed with Securities and Exchange Commission.

              
	
                Section
                  5.17

              	
                [Reserved].

              
	
                Section
                  5.18

              	
                Swap
                  Collateral Account.

              
	
                ARTICLE
                  VI

              
	
                THE
                  CERTIFICATES

              
	
                Section
                  6.01

              	
                The
                  Certificates.

              
	
                Section
                  6.02

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              
	
                Section
                  6.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              
	
                Section
                  6.04

              	
                Persons
                  Deemed Owners.

              
	
                Section
                  6.05

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              
	
                Section
                  6.06

              	
                Book-Entry
                  Certificates.

              
	
                Section
                  6.07

              	
                Notices
                  to Depository.

              
	
                Section
                  6.08

              	
                Definitive
                  Certificates.

              
	
                Section
                  6.09

              	
                Maintenance
                  of Office or Agency.

              
	
                ARTICLE
                  VII

              
	
                THE
                  DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

              
	
                Section
                  7.01

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

              
	
                Section
                  7.02

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

              
	
                Section
                  7.03

              	
                Indemnification
                  of the Depositor and Servicing Function Participants.

              
	
                Section
                  7.04

              	
                Limitations
                  on Liability of the Depositor, Securities Administrator, Master
                  Servicer,
                  Servicer and Others.

              
	
                Section
                  7.05

              	
                Servicer
                  Not to Resign.

              
	
                Section
                  7.06

              	
                Termination
                  of the Servicer Without Cause; Appointment of Special
                  Servicer.

              
	
                Section
                  7.07

              	
                Limitation
                  on Resignation of the Master Servicer.

              
	
                Section
                  7.08

              	
                Assignment
                  of Master Servicing.

              
	
                Section
                  7.09

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

              
	
                ARTICLE
                  VIII

              
	
                DEFAULT;
                  TERMINATION OF SERVICER AND MASTER SERVICER

              
	
                Section
                  8.01

              	
                Events
                  of Default.

              
	
                Section
                  8.02

              	
                Master
                  Servicer to Act; Appointment of Successor.

              
	
                Section
                  8.03

              	
                Notification
                  to Certificateholders.

              
	
                Section
                  8.04

              	
                Waiver
                  of Servicer Defaults and Master Servicer Defaults.

              
	
                ARTICLE
                  IX

              
	
                CONCERNING
                  THE TRUSTEE AND SECURITIES ADMINISTRATOR

              
	
                Section
                  9.01

              	
                Duties
                  of Trustee and Securities Administrator.

              
	
                Section
                  9.02

              	
                Certain
                  Matters Affecting the Trustee and Securities
                  Administrator.

              
	
                Section
                  9.03

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

              
	
                Section
                  9.04

              	
                Trustee
                  and Securities Administrator May Own Certificates.

              
	
                Section
                  9.05

              	
                Fees
                  and Expenses of Trustee and Securities Administrator.

              
	
                Section
                  9.06

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator.

              
	
                Section
                  9.07

              	
                Resignation
                  and Removal of Trustee and Securities Administrator.

              
	
                Section
                  9.08

              	
                Successor
                  Trustee or Securities Administrator.

              
	
                Section
                  9.09

              	
                Merger
                  or Consolidation of Trustee or Securities
                  Administrator.

              
	
                Section
                  9.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              
	
                Section
                  9.11

              	
                Appointment
                  of Office or Agency.

              
	
                Section
                  9.12

              	
                Representations
                  and Warranties.

              
	
                Section
                  9.13

              	
                Tax
                  Matters.

              
	
                ARTICLE
                  X

              
	
                TERMINATION

              
	
                Section
                  10.01

              	
                Termination
                  Upon Liquidation or Repurchase of all Mortgage Loans.

              
	
                Section
                  10.02

              	
                Final
                  Distribution on the Certificates.

              
	
                Section
                  10.03

              	
                Additional
                  Termination Requirements.

              
	
                ARTICLE
                  XI

              
	
                MISCELLANEOUS
                  PROVISIONS

              
	
                Section
                  11.01

              	
                Amendment.

              
	
                Section
                  11.02

              	
                Recordation
                  of Agreement; Counterparts.

              
	
                Section
                  11.03

              	
                Governing
                  Law.

              
	
                Section
                  11.04

              	
                Intention
                  of Parties.

              
	
                Section
                  11.05

              	
                Notices.

              
	
                Section
                  11.06

              	
                Severability
                  of Provisions.

              
	
                Section
                  11.07

              	
                Assignment.

              
	
                Section
                  11.08

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                Section
                  11.09

              	
                Certificates
                  Nonassessable and Fully Paid.

              
	
                Section
                  11.10

              	
                Intention
                  of the Parties and Interpretation.

              
	
                Section
                  11.11

              	
                [Reserved].

              
	
                Section
                  11.12

              	
                Early
                  Termination of the Swap Agreement.

              
	
                Section
                  11.13

              	
                Third
                  Party Beneficiaries

              
	
                ARTICLE
                  XII

              
	
                CERTAIN
                  MATTERS REGARDING THE CERTIFICATE INSURER

              
	
                Section
                  12.01

              	
                Rights
                  of the Certificate Insurer to Exercise Rights of the Holders of
                  the Senior
                  Certificates.

              
	
                Section
                  12.02

              	
                Claims
                  Upon the Policy; Insurance Account.

              
	
                Section
                  12.03

              	
                Effect
                  of Payments by the Certificate Insurer; Subrogation.

              
	
                Section
                  12.04

              	
                Notices
                  and Information to the Certificate Insurer.

              
	
                Section
                  12.05

              	
                Securities
                  Administrator to Hold Policy.

              
	
                Section
                  12.06

              	
                Payment
                  of Policy Premium.

              


      

      


      
        
          	
                  EXHIBITS

                   

                	 
	
                  Exhibit
                    A-1

                	
                  Form
                    of Class A[1][2][3][4] Certificates

                
	
                  Exhibit
                    A-2

                	
                  Form
                    of Class M-[1][2][3][4][5] Certificates

                
	
                  Exhibit
                    A-3

                	
                  Form
                    of Class P Certificates

                
	
                  Exhibit
                    A-4

                	
                  Form
                    of Class X Certificates

                
	
                  Exhibit
                    A-5

                	
                  Form
                    of Class [R][R-X] Certificates

                
	
                  Exhibit
                    B

                	
                  Mortgage
                    Loan Schedule

                
	
                  Exhibit
                    C

                	
                  Form
                    of Mortgage Loan Purchase Agreement

                
	
                  Exhibit
                    D

                	
                  Form
                    of Transfer Affidavit

                
	
                  Exhibit
                    E

                	
                  Form
                    of Transferor Certificate

                
	
                  Exhibit
                    F

                	
                  Form
                    of Investment Letter (Non-Rule 144A)

                
	
                  Exhibit
                    G

                	
                  Form
                    of Rule 144A Investment Letter

                
	
                  Exhibit
                    H

                	
                  Form
                    of Additional Disclosure Notification

                
	
                  Exhibit
                    I

                	
                  DTC
                    Letter of Representations

                
	
                  Exhibit
                    J

                	
                  Schedule
                    of Mortgage Loans with Lost Notes

                
	
                  Exhibit
                    K

                	
                  Appendix
                    E of the Standard & Poor's Glossary For File Format For LEVELS®
                    Version 6.0 Revised

                
	
                  Exhibit
                    L

                	
                  Relevant
                    Servicing Criteria

                
	
                  Exhibit
                    M

                	
                  Form
                    of Back-Up Certification

                
	
                  Exhibit
                    N

                	
                  Reporting
                    Responsibility

                
	
                  Exhibit
                    O

                	
                  Interest
                    Rate Swap Agreement

                
	
                  Exhibit
                    P

                	
                  Form
                    of Policy

                
	
                  Exhibit
                    X-1

                	
                  Form
                    of Schedule of Default Loan Data

                
	
                  Exhibit
                    X-2

                	
                  Standard
                    File Layout – Delinquency Reporting

                
	
                  Exhibit
                    X-3

                	
                  Form
                    of Schedule of Realized
                    Losses/Gains

                


        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    POOLING
      AND SERVICING AGREEMENT, dated as of June 1, 2007, among NOMURA ASSET ACCEPTANCE
      CORPORATION, a Delaware corporation, as depositor (the “Depositor”), NOMURA
      CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such capacity,
      the “Sponsor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
      association, as master servicer (the “Master Servicer”) and as securities
      administrator (the “Securities Administrator”), GMAC MORTGAGE, LLC, a Delaware
      limited liability company corporation, as servicer (the “Servicer”), and HSBC
      BANK, USA, NATIONAL ASSOCIATION, a national banking association, not in its
      individual capacity, but solely as trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates.

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Mortgage Loans and certain other
      related  assets as set forth in the definition of REMIC I subject to
      this Agreement (exclusive of the Basis Risk Shortfall Reserve Fund and, for
      the
      avoidance of doubt, the Supplemental Interest Trust and the Swap Agreement)
      as a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC I”.  The Class R-1 Interest will represent the
      sole Class of “residual interests” in REMIC I for purposes of the REMIC
      Provisions.

     

    The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      I Pass-Through Rate, the initial Uncertificated Principal Balance, and for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each of the REMIC I Regular
      Interests.  None of the REMIC I Regular Interests will be
      certificated.

     

    
      	
              
                Designation

              

            	
              
                Uncertificated
                  REMIC I

                Pass-Through
                  Rate

              

            	 	
              
                Initial
                  Certificate

                Principal
                  Balance

              

            	
              
                Assumed
                  Final

                Maturity
                  Date(1)

              

            
	
              I

            	
              (2)

            	
              $

            	
              6,432,588.83

            	
              July
                25, 2037

            
	
              I-1-A

            	
              (2)

            	
              $

            	
              7,362,485.75

            	
              July
                25, 2037

            
	
              I-1-B

            	
              (2)

            	
              $

            	
              7,362,485.75

            	
              July
                25, 2037

            
	
              I-2-A

            	
              (2)

            	
              $

            	
              7,080,013.24

            	
              July
                25, 2037

            
	
              I-2-B

            	
              (2)

            	
              $

            	
              7,080,013.24

            	
              July
                25, 2037

            
	
              I-3-A

            	
              (2)

            	
              $

            	
              6,808,070.92

            	
              July
                25, 2037

            
	
              I-3-B

            	
              (2)

            	
              $

            	
              6,808,070.92

            	
              July
                25, 2037

            
	
              I-4-A

            	
              (2)

            	
              $

            	
              6,546,573.88

            	
              July
                25, 2037

            
	
              I-4-B

            	
              (2)

            	
              $

            	
              6,546,573.88

            	
              July
                25, 2037

            
	
              I-5-A

            	
              (2)

            	
              $

            	
              6,295,120.88

            	
              July
                25, 2037

            
	
              I-5-B

            	
              (2)

            	
              $

            	
              6,295,120.88

            	
              July
                25, 2037

            
	
              I-6-A

            	
              (2)

            	
              $

            	
              6,053,326.18

            	
              July
                25, 2037

            
	
              I-6-B

            	
              (2)

            	
              $

            	
              6,053,326.18

            	
              July
                25, 2037

            
	
              I-7-A

            	
              (2)

            	
              $

            	
              5,820,818.76

            	
              July
                25, 2037

            
	
              I-7-B

            	
              (2)

            	
              $

            	
              5,820,818.76

            	
              July
                25, 2037

            
	
              I-8-A

            	
              (2)

            	
              $

            	
              5,597,241.93

            	
              July
                25, 2037

            
	
              I-8-B

            	
              (2)

            	
              $

            	
              5,597,241.93

            	
              July
                25, 2037

            
	
              I-9-A

            	
              (2)

            	
              $

            	
              5,382,252.64

            	
              July
                25, 2037

            
	
              I-9-B

            	
              (2)

            	
              $

            	
              5,382,252.64

            	
              July
                25, 2037

            
	
              I-10-A

            	
              (2)

            	
              $

            	
              5,175,521.08

            	
              July
                25, 2037

            
	
              I-10-B

            	
              (2)

            	
              $

            	
              5,175,521.08

            	
              July
                25, 2037

            
	
              I-11-A

            	
              (2)

            	
              $

            	
              4,976,730.04

            	
              July
                25, 2037

            
	
              I-11-B

            	
              (2)

            	
              $

            	
              4,976,730.04

            	
              July
                25, 2037

            
	
              I-12-A

            	
              (2)

            	
              $

            	
              4,785,574.54

            	
              July
                25, 2037

            
	
              I-12-B

            	
              (2)

            	
              $

            	
              4,785,574.54

            	
              July
                25, 2037

            
	
              I-13-A

            	
              (2)

            	
              $

            	
              5,881,506.94

            	
              July
                25, 2037

            
	
              I-13-B

            	
              (2)

            	
              $

            	
              5,881,506.94

            	
              July
                25, 2037

            
	
              I-14-A

            	
              (2)

            	
              $

            	
              4,375,853.43

            	
              July
                25, 2037

            
	
              I-14-B

            	
              (2)

            	
              $

            	
              4,375,853.43

            	
              July
                25, 2037

            
	
              I-15-A

            	
              (2)

            	
              $

            	
              4,207,777.51

            	
              July
                25, 2037

            
	
              I-15-B

            	
              (2)

            	
              $

            	
              4,207,777.51

            	
              July
                25, 2037

            
	
              I-16-A

            	
              (2)

            	
              $

            	
              4,046,157.36

            	
              July
                25, 2037

            
	
              I-16-B

            	
              (2)

            	
              $

            	
              4,046,157.36

            	
              July
                25, 2037

            
	
              I-17-A

            	
              (2)

            	
              $

            	
              3,890,745.03

            	
              July
                25, 2037

            
	
              I-17-B

            	
              (2)

            	
              $

            	
              3,890,745.03

            	
              July
                25, 2037

            
	
              I-18-A

            	
              (2)

            	
              $

            	
              3,741,302.05

            	
              July
                25, 2037

            
	
              I-18-B

            	
              (2)

            	
              $

            	
              3,741,302.05

            	
              July
                25, 2037

            
	
              I-19-A

            	
              (2)

            	
              $

            	
              3,597,775.04

            	
              July
                25, 2037

            
	
              I-19-B

            	
              (2)

            	
              $

            	
              3,597,775.04

            	
              July
                25, 2037

            
	
              I-20-A

            	
              (2)

            	
              $

            	
              4,426,400.21

            	
              July
                25, 2037

            
	
              I-20-B

            	
              (2)

            	
              $

            	
              4,426,400.21

            	
              July
                25, 2037

            
	
              I-21-A

            	
              (2)

            	
              $

            	
              3,289,391.72

            	
              July
                25, 2037

            
	
              I-21-B

            	
              (2)

            	
              $

            	
              3,289,391.72

            	
              July
                25, 2037

            
	
              I-22-A

            	
              (2)

            	
              $

            	
              3,163,046.64

            	
              July
                25, 2037

            
	
              I-22-B

            	
              (2)

            	
              $

            	
              3,163,046.64

            	
              July
                25, 2037

            
	
              I-23-A

            	
              (2)

            	
              $

            	
              3,041,554.46

            	
              July
                25, 2037

            
	
              I-23-B

            	
              (2)

            	
              $

            	
              3,041,554.46

            	
              July
                25, 2037

            
	
              I-24-A

            	
              (2)

            	
              $

            	
              2,924,728.78

            	
              July
                25, 2037

            
	
              I-24-B

            	
              (2)

            	
              $

            	
              2,924,728.78

            	
              July
                25, 2037

            
	
              I-25-A

            	
              (2)

            	
              $

            	
              2,812,390.36

            	
              July
                25, 2037

            
	
              I-25-B

            	
              (2)

            	
              $

            	
              2,812,390.36

            	
              July
                25, 2037

            
	
              I-26-A

            	
              (2)

            	
              $

            	
              2,704,366.83

            	
              July
                25, 2037

            
	
              I-26-B

            	
              (2)

            	
              $

            	
              2,704,366.83

            	
              July
                25, 2037

            
	
              I-27-A

            	
              (2)

            	
              $

            	
              2,600,492.48

            	
              July
                25, 2037

            
	
              I-27-B

            	
              (2)

            	
              $

            	
              2,600,492.48

            	
              July
                25, 2037

            
	
              I-28-A

            	
              (2)

            	
              $

            	
              2,500,607.93

            	
              July
                25, 2037

            
	
              I-28-B

            	
              (2)

            	
              $

            	
              2,500,607.93

            	
              July
                25, 2037

            
	
              I-29-A

            	
              (2)

            	
              $

            	
              2,404,559.93

            	
              July
                25, 2037

            
	
              I-29-B

            	
              (2)

            	
              $

            	
              2,404,559.93

            	
              July
                25, 2037

            
	
              I-30-A

            	
              (2)

            	
              $

            	
              2,312,201.12

            	
              July
                25, 2037

            
	
              I-30-B

            	
              (2)

            	
              $

            	
              2,312,201.12

            	
              July
                25, 2037

            
	
              I-31-A

            	
              (2)

            	
              $

            	
              2,995,156.28

            	
              July
                25, 2037

            
	
              I-31-B

            	
              (2)

            	
              $

            	
              2,995,156.28

            	
              July
                25, 2037

            
	
              I-32-A

            	
              (2)

            	
              $

            	
              2,283,548.28

            	
              July
                25, 2037

            
	
              I-32-B

            	
              (2)

            	
              $

            	
              2,283,548.28

            	
              July
                25, 2037

            
	
              I-33-A

            	
              (2)

            	
              $

            	
              2,020,635.50

            	
              July
                25, 2037

            
	
              I-33-B

            	
              (2)

            	
              $

            	
              2,020,635.50

            	
              July
                25, 2037

            
	
              I-34-A

            	
              (2)

            	
              $

            	
              1,943,023.17

            	
              July
                25, 2037

            
	
              I-34-B

            	
              (2)

            	
              $

            	
              1,943,023.17

            	
              July
                25, 2037

            
	
              I-35-A

            	
              (2)

            	
              $

            	
              1,868,391.92

            	
              July
                25, 2037

            
	
              I-35-B

            	
              (2)

            	
              $

            	
              1,868,391.92

            	
              July
                25, 2037

            
	
              I-36-A

            	
              (2)

            	
              $

            	
              1,796,627.25

            	
              July
                25, 2037

            
	
              I-36-B

            	
              (2)

            	
              $

            	
              1,796,627.25

            	
              July
                25, 2037

            
	
              I-37-A

            	
              (2)

            	
              $

            	
              1,727,619.05

            	
              July
                25, 2037

            
	
              I-37-B

            	
              (2)

            	
              $

            	
              1,727,619.05

            	
              July
                25, 2037

            
	
              I-38-A

            	
              (2)

            	
              $

            	
              1,661,261.44

            	
              July
                25, 2037

            
	
              I-38-B

            	
              (2)

            	
              $

            	
              1,661,261.44

            	
              July
                25, 2037

            
	
              I-39-A

            	
              (2)

            	
              $

            	
              1,597,452.62

            	
              July
                25, 2037

            
	
              I-39-B

            	
              (2)

            	
              $

            	
              1,597,452.62

            	
              July
                25, 2037

            
	
              I-40-A

            	
              (2)

            	
              $

            	
              1,536,094.69

            	
              July
                25, 2037

            
	
              I-40-B

            	
              (2)

            	
              $

            	
              1,536,094.69

            	
              July
                25, 2037

            
	
              I-41-A

            	
              (2)

            	
              $

            	
              1,477,093.51

            	
              July
                25, 2037

            
	
              I-41-B

            	
              (2)

            	
              $

            	
              1,477,093.51

            	
              July
                25, 2037

            
	
              I-42-A

            	
              (2)

            	
              $

            	
              1,420,358.55

            	
              July
                25, 2037

            
	
              I-42-B

            	
              (2)

            	
              $

            	
              1,420,358.55

            	
              July
                25, 2037

            
	
              I-43-A

            	
              (2)

            	
              $

            	
              1,365,802.78

            	
              July
                25, 2037

            
	
              I-43-B

            	
              (2)

            	
              $

            	
              1,365,802.78

            	
              July
                25, 2037

            
	
              I-44-A

            	
              (2)

            	
              $

            	
              1,313,342.49

            	
              July
                25, 2037

            
	
              I-44-B

            	
              (2)

            	
              $

            	
              1,313,342.49

            	
              July
                25, 2037

            
	
              I-45-A

            	
              (2)

            	
              $

            	
              1,262,897.18

            	
              July
                25, 2037

            
	
              I-45-B

            	
              (2)

            	
              $

            	
              1,262,897.18

            	
              July
                25, 2037

            
	
              I-46-A

            	
              (2)

            	
              $

            	
              1,214,389.48

            	
              July
                25, 2037

            
	
              I-46-B

            	
              (2)

            	
              $

            	
              1,214,389.48

            	
              July
                25, 2037

            
	
              I-47-A

            	
              (2)

            	
              $

            	
              1,167,744.95

            	
              July
                25, 2037

            
	
              I-47-B

            	
              (2)

            	
              $

            	
              1,167,744.95

            	
              July
                25, 2037

            
	
              I-48-A

            	
              (2)

            	
              $

            	
              1,122,892.03

            	
              July
                25, 2037

            
	
              I-48-B

            	
              (2)

            	
              $

            	
              1,122,892.03

            	
              July
                25, 2037

            
	
              I-49-A

            	
              (2)

            	
              $

            	
              1,079,761.91

            	
              July
                25, 2037

            
	
              I-49-B

            	
              (2)

            	
              $

            	
              1,079,761.91

            	
              July
                25, 2037

            
	
              I-50-A

            	
              (2)

            	
              $

            	
              1,038,288.40

            	
              July
                25, 2037

            
	
              I-50-B

            	
              (2)

            	
              $

            	
              1,038,288.40

            	
              July
                25, 2037

            
	
              I-51-A

            	
              (2)

            	
              $

            	
              998,407.88

            	
              July
                25, 2037

            
	
              I-51-B

            	
              (2)

            	
              $

            	
              998,407.88

            	
              July
                25, 2037

            
	
              I-52-A

            	
              (2)

            	
              $

            	
              960,059.18

            	
              July
                25, 2037

            
	
              I-52-B

            	
              (2)

            	
              $

            	
              960,059.18

            	
              July
                25, 2037

            
	
              I-53-A

            	
              (2)

            	
              $

            	
              923,183.45

            	
              July
                25, 2037

            
	
              I-53-B

            	
              (2)

            	
              $

            	
              923,183.45

            	
              July
                25, 2037

            
	
              I-54-A

            	
              (2)

            	
              $

            	
              887,724.09

            	
              July
                25, 2037

            
	
              I-54-B

            	
              (2)

            	
              $

            	
              887,724.09

            	
              July
                25, 2037

            
	
              I-55-A

            	
              (2)

            	
              $

            	
              853,626.74

            	
              July
                25, 2037

            
	
              I-55-B

            	
              (2)

            	
              $

            	
              853,626.74

            	
              July
                25, 2037

            
	
              I-56-A

            	
              (2)

            	
              $

            	
              20,029,220.92

            	
              July
                25, 2037

            
	
              I-56-B

            	
              (2)

            	
              $

            	
              20,029,220.92

            	
              July
                25, 2037

            
	
              I-57-A

            	
              (2)

            	
              $

            	
              51,519.48

            	
              July
                25, 2037

            
	
              I-57-B

            	
              (2)

            	
              $

            	
              51,519.48

            	
              July
                25, 2037

            
	
              I-58-A

            	
              (2)

            	
              $

            	
              49,540.63

            	
              July
                25, 2037

            
	
              I-58-B

            	
              (2)

            	
              $

            	
              49,540.63

            	
              July
                25, 2037

            
	
              I-59-A

            	
              (2)

            	
              $

            	
              47,637.77

            	
              July
                25, 2037

            
	
              I-59-B

            	
              (2)

            	
              $

            	
              47,637.77

            	
              July
                25, 2037

            
	
              I-60-A

            	
              (2)

            	
              $

            	
              1,192,610.82

            	
              July
                25, 2037

            
	
              I-60-B

            	
              (2)

            	
              $

            	
              1,192,610.82

            	
              July
                25, 2037

            
	
              P

            	
              (3)

            	
              $

            	
              100.00

            	
              July
                25, 2037

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

            	
              REMIC
                I Regular Interest P will not be entitled to distributions of
                interest.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      II

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC I Regular Interests as a
      REMIC
      for federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC II.” The Class R-2 Interest will represent the sole Class
      of “residual interests” in REMIC II for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      II Pass-Through Rate, the Initial Uncertificated Principal Balance, and for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each of the REMIC II Regular Interests. None
      of the REMIC II Regular Interests will be certificated.

     

    
      	
              
                Designation

              

            	 	
              
                Initial
                  Uncertificated

                Principal
                  Balance

              

            	 	 	
              
                Uncertificated

                REMIC
                  II

                Pass-Through
                  Rate

              

            	 	
              
                Assumed
                  Final

                Distribution
                  Date(1)

              

            
	
              LT-AA

            	 	$	
              382,017,317.05

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-A1

            	 	$	
              1,876,910.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-A2

            	 	$	
              480,710.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-A3

            	 	$	
              620,330.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-A4

            	 	$	
              505,030.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-M1

            	 	$	
              189,060.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-M2

            	 	$	
              60,430.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-M3

            	 	$	
              40,930.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-M4

            	 	$	
              25,330.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-M5

            	 	$	
              35,080.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-ZZ

            	 	$	
              3,962,461.78

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-IO

            	 	 	
              (4)

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            
	
              LT-P

            	 	$	
              100.00

            	 	 	 	
              (2)

            	 	
              July
                25, 2037

            


    

    ___________________

    
      	
              (1)

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

            
	
              (2)

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

            
	
              (3)

            	
              REMIC
                II Regular Interest LT-P will not be entitled to distributions of
                interest.

            
	
              (4)

            	
              REMIC
                II Regular Interest LT-IO will not have an Uncertificated Principal
                Balance, but will accrue interest on its Uncertificated Notional
                Amount,
                as defined herein.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      III

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC II Regular Interests as a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC III”. The Class R-3 Interest will represent the sole
      Class of “residual interests” in REMIC III for purposes of the REMIC Provisions.
      The following table irrevocably sets forth the Class designation, Pass-Through
      Rate and Initial Certificate Principal Balance for each Class of Certificates
      that represents one or more of the “regular interests” in REMIC III created
      hereunder:

     

    
      	
              
                Class
                  Designation

              

            	 	
              
                Initial
                  Certificate

                Principal
                  Balance

              

            	 	
              
                Pass-Through
                  Rate

              

            	
              
                Assumed
                  Final

                Distribution
                  Date(1)

              

            
	
              Class
                A-1

            	 	$	
              187,691,000.00

            	 	
              Class
                A-1 Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                A-2

            	 	$	
              48,071,000.00

            	 	
              Class
                A-2 Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                A-3

            	 	$	
              62,033,000.00

            	 	
              Class
                A-3 Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                A-4

            	 	$	
              50,503,000.00

            	 	
              Class
                A-4 Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                M-1

            	 	$	
              18,906,000.00

            	 	
              Class
                M-1 Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                M-2

            	 	$	
              6,043,000.00

            	 	
              Class
                M-2 Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                M-3

            	 	$	
              4,093,000.00

            	 	
              Class
                M-3 Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                M-4

            	 	$	
              2,533,000.00

            	 	
              Class
                M-4 Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                M-5

            	 	$	
              3,508,000.00

            	 	
              Class
                M-5 Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                X Interest(2)

            	 	$	
              6,432,588.83

            	 	
              Class
                X Pass Through Rate

            	
              July
                25, 2037

            
	
              Class
                P Interest

            	 	 	
              100.00

            	 	
              N/A(3)

            	
              July
                25, 2037

            
	
              Class
                IO Interest

            	 	 	
              (4)

            	 	
              (5)

            	
              July
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in July 2037 has been designated as the “latest
                possible maturity date” for each Class of  Certificates and
                REMIC III Regular Interests.

            
	
              (2)

            	
              The
                Class X Interest will not accrue interest on its Certificate Principal
                Balance, but will accrue interest at the Class X Pass-Through Rate
                on the
                Certificate Notional Balance of the Class X Interest outstanding
                from time
                to time which shall equal the aggregate of the Uncertificated Principal
                Balances of the REMIC II Regular Interests (other than REMIC II Regular
                Interest LT-P).

            
	
              (3)

            	
              The
                Class P Interest will not be entitled to distributions of
                interest.

            
	
              (4)

            	
              For
                federal income tax purposes, the Class IO Interest will not have
                a
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC II Regular Interest LT-IO.

            
	
              (5)

            	
              For
                federal income tax purposes,
                the Class IO Interest will not have an Uncertificated Principal Balance,
                but will have a notional amount equal to the Uncertificated Notional
                Amount of REMIC II Regular Interest LT-IO.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    REMIC
      IV

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class X Interest as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC IV”.  The Class R-4 Interest will represent the
      sole class of “residual interests” in REMIC IV for purposes of the REMIC
      Provisions.  The following table irrevocably sets forth the Class
      designation, Pass-Through Rate and Initial Certificate Principal Balance for
      each Class of Certificates that represents one or more of the “regular
      interests” in REMIC IV created hereunder:

     

    
      	
              
                Class
                  Designation

              

            	
              
                Initial
                  Certificate

                Principal
                  Balance

              

            	
              
                Pass-Through
                  Rate

              

            	
              
                Assumed
                  Final

                Distribution
                  Date(1)

              

            
	
              Class
                X

            	
              $                6,432,588.83

            	
              (2)

            	
              July
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in July 2037 has been designated as the “latest
                possible maturity date” for the Class X Certificates.

            
	
              (2)

            	
              The
                Class X Certificates will be entitled to 100% of amounts distributed
                on
                the Class X Interest.

            


    

    


    


    REMIC
      V

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class P Interest as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC V”.  The Class R-5 Interest will represent the
      sole class of “residual interests” in REMIC V for purposes of the REMIC
      Provisions.  The following table irrevocably sets forth the Class
      designation, Pass-Through Rate and Initial Certificate Principal Balance for
      each Class of Certificates that represents one or more of the “regular
      interests” in REMIC V created hereunder:

     

    


    
      	
              
                Class
                  Designation

              

            	
              
                Initial
                  Certificate

                Principal
                  Balance

              

            	
              
                Pass-Through
                  Rate

              

            	
              
                Assumed
                  Final

                Distribution
                  Date(1)

              

            
	
              Class
                P

            	
              $                      100

            	
              (2)

            	
              April
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in July 2037 has been designated as the “latest
                possible maturity date” for the Class P Certificates.

            
	
              (2)

            	
              The
                Class P Certificates will be entitled to 100% of amounts distributed
                on
                the Class P Interest.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      VI

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Class IO Interest as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC VI”.  The Class R-6 interest will represent the
      sole class of “residual interests” in REMIC VI for purposes of the REMIC
      Provisions.  The following table irrevocably sets forth the Class
      designation, Pass-Through Rate and Initial Certificate Principal Balance for
      each Class of Certificates that represents one or more of the “regular
      interests” in REMIC VI created hereunder:

     

    
      	
              
                Class
                  Designation

              

            	
              
                Initial
                  Certificate

                Notional
                  Balance

              

            	
              
                Pass-Through
                  Rate

              

            	
              
                Assumed
                  Final

                Distribution
                  Date(1)

              

            
	
              Swap-IO

            	
              (2)

            	
              (3)

            	
              July
                25, 2037

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in July 2037 has been designated as the “latest
                possible maturity date” for Regular Interest Swap-IO.

            
	
              (2)

            	
              REMIC
                VI Regular Interest Swap-IO will have not a Certificate Notional
                Balance
                but will be entitled to 100% of amounts distributed on the Class
                IO
                Interest.

            
	
              (3)

            	
              REMIC
                VI Regular Interest Swap-IO will be entitled to 100% of amounts
                distributed on the Class IO
                Interest.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


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

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Defined
      Terms.

     

    In
      addition to those terms defined in Section 1.02, whenever used in this
      Agreement, the following words and phrases, unless the context otherwise
      requires, shall have the following meanings:

     

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

     

    Accepted
      Servicing Practices: As defined in Section 3.01.

     

    Account:
      Either the Distribution Account or the Custodial Account.

     

    Accrual
      Period:  With respect to the Senior Certificates and Mezzanine
      Certificates and any Distribution Date, the period commencing on the immediately
      preceding Distribution Date (or with respect to the first Accrual Period, the
      Closing Date) and ending on the day immediately preceding the related
      Distribution Date.  With respect to the Class X Certificates and any
      Distribution Date, the calendar month immediately preceding such Distribution
      Date. All calculations of interest on the Senior Certificates and Mezzanine
      Certificates will be made based on a 360-day year and the actual number of
      days
      elapsed in the related Accrual Period.  All calculations of interest
      on the Class X Certificates will be based on a 360-day year consisting of twelve
      30-day months.

     

    Additional
      Disclosure Notification: Has the meaning set forth in Section 5.16 of
      this Agreement.

     

    Additional
      Form 10-D Disclosure: Has the meaning set forth in Section 5.16(a) of
      this Agreement.

     

    Additional
      Form 10-K Disclosure: Has the meaning set forth in Section 5.16(d) of
      this Agreement.

     

    Adjustment
      Date:  With respect to each Mortgage Loan, the first day of the
      month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
      the
      related Mortgage Note.  The first Adjustment Date following the
      Cut-Off Date for each Mortgage Loan is set forth in the Loan
      Schedule.

     

    Advance:
      An advance of delinquent payments of principal or interest in respect of a
      Mortgage Loan required to be made by the Servicer or by the Master Servicer
      pursuant to Section 5.01.

     

    Advance
      Facility: As defined in Section 5.01(b)(i).

     

    Advance
      Facility Notice: As defined in Section 5.01(b)(ii).

     

    Advance
      Financing Person: As defined in Section 5.01(b)(i).

     

    Advance
      Reimbursement Amount: As defined in Section 5.01(b)(ii).

     

    Aggregate
      Loan Balance: With respect to any Distribution Date, the aggregate of the
      Stated Principal Balances of the Mortgage Loans as of the last day of the
      related Due Period.

     

    Agreement:
      This Pooling and Servicing Agreement and any and all amendments or supplements
      hereto made in accordance with the terms herein.

     

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

     

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

     

    Applied
      Loss Amount: With respect to the Senior Certificates and Mezzanine
      Certificates and any Distribution Date, the excess of the aggregate Certificate
      Principal Balance of the Senior Certificates and Mezzanine Certificates over
      the
      Aggregate Loan Balance of the Mortgage Loans after giving effect to all Realized
      Losses incurred with respect to the Mortgage Loans during the related Due Period
      and payments of principal to the Senior Certificates and Mezzanine Certificates
      on such Distribution Date.

     

    Appraised
      Value: With respect to any Mortgage Loan originated in connection with a
      refinancing, the appraised value of the Mortgaged Property based upon the
      appraisal made at the time of such refinancing or, with respect to any other
      Mortgage Loan, the lesser of (x) the appraised value of the Mortgaged Property
      based upon the appraisal made by a fee appraiser at the time of the origination
      of the Mortgage Loan, and (y) the sales price of the Mortgaged Property at
      the
      time of such origination.

     

    Assumed
      Final Distribution Date:  The Distribution Date in July
      2037.

     

    Authorized
      Servicer Representative:  Any officer of the Servicer involved in,
      or responsible for, the administration and servicing of the Mortgage Loans
      whose
      name and facsimile signature appear on a list of servicing officers furnished
      to
      the Trustee and the Master Servicer by the Servicer on the Closing Date, as
      such
      list may from time to time be amended.

     

    Available
      Distribution Amount:  The sum of the Interest Remittance Amount
      and Principal Remittance Amount, exclusive of amounts deposited pursuant to
      Section 5.11.

     

    Balloon
      Mortgage Loan:  A Mortgage Loan that provides for the payment of
      the unamortized principal balance of such Mortgage Loan in a single payment,
      that is substantially greater than the preceding monthly payment at the maturity
      of such Mortgage Loan.

     

    Balloon
      Payment:  A payment of the unamortized principal balance of a
      Mortgage Loan in a single payment, that is substantially greater than the
      preceding Monthly Payment at the maturity of such Mortgage Loan.

     

    Bankruptcy
      Code: Title 11 of the United States Code.

     

    Bankruptcy
      Losses: Means any Debt Service Reduction or Deficient
      Valuation.

     

    Basis
      Risk Shortfall Reserve Fund: The segregated non-interest bearing trust
      account created and maintained by the Securities Administrator pursuant to
      Section 5.13 hereof.

     

    Basis
      Risk Shortfall: With respect to any Class of Senior Certificates or
      Mezzanine Certificates and any Distribution Date, the sum of (i) the excess,
      if
      any, of the related Current Interest (calculated without regard to the Class
      A
      Net Funds Cap or the Net Funds Cap, as applicable) over the related Current
      Interest (as it may have been limited by the Class A Net Funds Cap or the Net
      Funds Cap, as applicable) for the applicable Distribution Date; (ii) any amount
      described in clause (i) remaining unpaid from prior Distribution Dates; and
      (iii) interest on the amount in clause (ii) for the related Accrual Period
      calculated on the basis of the least of (x) One Month LIBOR plus the applicable
      Certificate Margin, (y) the Maximum Interest Rate and (z) the Cap
      Rate.

     

    Book-Entry
      Certificates: Any of the Certificates that shall be registered in the name
      of the Depository or its nominee, the ownership of which is reflected on the
      books of the Depository or on the books of a person maintaining an account
      with
      the Depository (directly, as a “Depository Participant”, or indirectly, as an
      indirect participant in accordance with the rules of the Depository and as
      described in Section 6.06). As of the Closing Date, each Class of Publicly
      Offered Certificates constitutes a Class of Book-Entry
      Certificates.

     

    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, the Commonwealth of
      Pennsylvania, the State of Maryland, the city in which any Corporate Trust
      Office of the Securities Administrator, the Trustee or the Certificate Insurer
      is located or the States in which the Servicer’s servicing operations are
      located are authorized or obligated by law or executive order to be
      closed.

     

    Cap
      Rate:  11.00% per annum.

     

    Carryforward
      Interest: With respect to any Class of Senior Certificates or Mezzanine
      Certificates and any Distribution Date, the sum of (i) the amount, if any,
      by
      which (x) the sum of (A) Current Interest for that Class for the immediately
      preceding Distribution Date and (B) any unpaid Carryforward Interest for such
      Class from previous Distribution Dates exceeds (y) the actual amount distributed
      on such Class in respect of interest on the immediately preceding Distribution
      Date and (ii) interest on such amount for the related Accrual Period at the
      applicable Pass-Through Rate.

     

    Certificate:  Any
      one of the certificates of any Class executed and authenticated by the
      Securities Administrator in substantially the forms attached hereto as Exhibits
      A-1 through A-5.

     

    Certificate
      Insurer: Ambac Assurance Corporation, a Wisconsin domiciled stock insurance
      company, or any successor thereto.

     

    Certificate
      Insurer Default:  An insurer default will occur in the event the
      Certificate Insurer fails to make a payment under the Policy or if certain
      events of bankruptcy or insolvency occur with respect to the Certificate
      Insurer.

     

    Certificate
      Margin:  With respect to each Distribution Date on or prior to the
      first possible Optional Termination Date with respect to the Mortgage Loans
      and
      REO Properties, the Certificate Margins for the Class A-1, Class A-2, Class
      A-3,
      Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class and M-5
      Certificates are 0.130%, 0.200%, 0.320%, 0.230%, 0.600%, 1.500%, 1.500%, 1.500%
      and 1.500%, respectively. With respect to each Distribution Date following
      the
      first possible Optional Termination Date with respect to the Mortgage Loans
      and
      related REO Properties, the Certificate Margins for the Class A-1, Class A-2,
      Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4 and Class
      M-5
      Certificates are 0.260%, 0.400%, 0.640%, 0.460%, 0.900%, 2.250%, 2.250%, 2.250%,
      and 2.250%, respectively.

     

    Certificate
      Notional Balance: With respect to the Class X Interest and any Distribution
      Date, the Uncertificated Principal Balance of the REMIC II Regular Interests
      (other than REMIC II Regular Interest LT-P and REMIC II Regular Interest LT-IO)
      for such Distribution Date. The Class X Certificates will have a Certificate
      Notional Balance equal to the Certificate Notional Balance of the Class X
      Interest.  As of the Closing Date, the Certificate Notional Balance of
      the Class X Interest is equal to $389,813,588.83.

     

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

     

    Certificate
      Principal Balance: As to any Senior Certificate or Mezzanine Certificate and
      as of any Distribution Date, the Initial Certificate Principal Balance of such
      Certificate less (i) the sum of (a) all amounts distributed with respect to
      such
      Certificate in reduction of the Certificate Principal Balance thereof on
      previous Distribution Dates pursuant to Section 5.05 and (b) any reductions
      in the Certificate Principal Balance of such Certificate deemed to have occurred
      in connection with the allocations of Realized Losses on the Mortgage Loans,
      if
      any, plus (ii) any Subsequent Recoveries added to the Certificate Principal
      Balance of any such Certificate pursuant to Section 5.07(c), in each case
      up to the amount of Applied Loss Amounts but only to the extent that any such
      Applied Loss Amount has not been paid to any Class of Senior Certificates or
      Mezzanine Certificates as a Deferred Amount; provided, however, that solely
      for
      purposes of determining the Certificate Insurer’s rights as subrogee to the
      Holders of the Senior Certificates, the Certificate Principal Balance of the
      Senior Certificates shall be deemed not to be reduced by any principal amounts
      paid to the Holder thereof from Insured Payments, unless such amounts have
      been
      reimbursed to the Certificate Insurer pursuant to Section 5.05.  The
      initial Certificate Principal Balance of the Class P Certificates is equal
      to
      $100. With respect to the Class X Certificates and any date of determination,
      the excess, if any, of (i) the then Aggregate Loan Balance over (ii) the then
      aggregate Certificate Principal Balance of the Senior Certificates and Mezzanine
      Certificates.

     

    References
      herein to the Certificate Principal Balance of a Class of Certificates shall
      mean the Certificate Principal Balances of all Certificates in such
      Class.

     

    Certificate
      Register: The register maintained pursuant to
      Section 6.02.

     

    Certificateholder
      or Holder: The person in whose name a Certificate is registered in the
      Certificate Register (initially, Cede & Co., as nominee for the Depository,
      in the case of any Book-Entry Certificates).

     

    Certification
      Parties: Has the meaning set forth in Section 3.18 of this
      Agreement.

     

    Certifying
      Person: Has the meaning set forth in Section 3.18 of this
      Agreement.

     

    Class:
      All Certificates bearing the same Class designation as set forth in
      Section 6.01.

     

    Class
      A Net Funds Cap: With respect to any Distribution Date and the Senior
      Certificates, the excess of (a) a fraction, expressed as a percentage, the
      numerator of which is the product of (1) the Optimal Interest Remittance Amount
      for the Mortgage Loans and such Distribution Date, minus the sum of (x) any
      Net
      Swap Payment payable to the Swap Provider on such Distribution Date and (y)
      any
      Swap Termination Payment (unless such payment is the result of a Swap Provider
      Trigger Event and to the extent not paid by the Securities Administrator from
      any upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust Trustee)
      payable to the Swap Provider on such Distribution Date and (2) 12, and the
      denominator of which is the outstanding aggregate Stated Principal Balance
      of
      the Mortgage Loans for the immediately preceding Distribution Date, over (b)
      the
      Policy Premium Rate payable to the Certificate Insurer on such Distribution
      Date; multiplied by a fraction, the numerator of which is 30 and the denominator
      of which is the actual number of days elapsed in the immediately preceding
      Accrual Period.  For federal income tax purposes, the equivalent of
      the foregoing shall be expressed as the weighted average of the Uncertificated
      REMIC II Pass-Through Rates on the REMIC II Regular Interests (other than REMIC
      II Regular Interest LT-IO and REMIC II Regular Interest LT-P), weighted on
      the
      basis of the Uncertificated Principal Balance of each such REMIC II Regular
      Interest minus the Policy Premium Rate.

     

    Class
      A-1 Certificate:  Any Certificate designated as a “Class A-1
      Certificate” on the face thereof, in the form of Exhibit A-1 hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class A-1 Certificates as set forth herein and evidencing (i) a Regular
      Interest in REMIC III, (ii) the right to receive the related Basis Risk
      Shortfall and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    Class
      A-1 Pass-Through Rate:  With respect to each Distribution Date, a
      per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
      Distribution Date plus the related Certificate Margin for such Distribution
      Date, (ii) the Class A Net Funds Cap, (iii) the Maximum Interest Rate and (iv)
      the Cap Rate.

     

    Class
      A-2 Certificate:  Any Certificate designated as a “Class A-2
      Certificate” on the face thereof, in the form of Exhibit A-1 hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class A-2 Certificates as set forth herein and evidencing (i) a Regular
      Interest in REMIC III, (ii) the right to receive the related Basis Risk
      Shortfall and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    Class
      A-2 Pass-Through Rate:  With respect to each Distribution Date, a
      per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
      Distribution Date plus the related Certificate Margin for such Distribution
      Date, (ii) the Class A Net Funds Cap, (iii) the Maximum Interest Rate and (iv)
      the Cap Rate.

     

    Class
      A-3 Certificate:  Any Certificate designated as a “Class A-3
      Certificate” on the face thereof, in the form of Exhibit A-1 hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class A-3 Certificates as set forth herein and evidencing (i) a Regular
      Interest in REMIC III, (ii) the right to receive the related Basis Risk
      Shortfall and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    Class
      A-3 Pass-Through Rate:  With respect to each Distribution Date, a
      per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
      Distribution Date plus the related Certificate Margin for such Distribution
      Date, (ii) the Class A Net Funds Cap, (iii) the Maximum Interest Rate and (iv)
      the Cap Rate.

     

    Class
      A-4 Allocation Percentage:  With respect to any Distribution Date,
      a fraction, expressed as a percentage, the numerator of which is the Certificate
      Principal Balance of the Class A-4 Certificates and the denominator of which
      is
      the aggregate Certificate Principal Balance of all of the Senior Certificates,
      in each case immediately prior to that Distribution Date.

     

    Class
      A-4 Certificate: Any Certificate designated as a “Class A-4 Certificate” on
      the face thereof, in the form of Exhibit A-1 hereto, representing the right
      to
      its Percentage Interest of distributions provided for the Class A-4 Certificates
      as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
      the
      right to receive the related Basis Risk Shortfall and (iii) the obligation
      to
      pay any Class IO Distribution Amount.

     

    Class
      A-4 Pass-Through Rate: With respect to each Distribution Date, a per annum
      rate equal to the least of (i) the sum of One-Month LIBOR for that Distribution
      Date plus the related Certificate Margin for such Distribution Date, (ii) the
      Class A Net Funds Cap, (iii) the Maximum Interest Rate and (iv) the Cap
      Rate.

     

    Class
      M-1 Certificate: Any Certificate designated as a “Class M-1 Certificate” on
      the face thereof, in the form of Exhibit A-2 hereto, representing the right
      to
      its Percentage Interest of distributions provided for the Class M-1 Certificates
      as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
      the
      right to receive the related Basis Risk Shortfall and (iii) the obligation
      to
      pay any Class IO Distribution Amount.

     

    Class
      M-1 Pass-Through Rate: With respect to each Distribution Date, a per annum
      rate equal to the least of (i) the sum of One-Month LIBOR for that Distribution
      Date plus the related Certificate Margin for such Distribution Date, (ii) the
      Net Funds Cap, (iii) the Maximum Interest Rate and (iv) the Cap
      Rate.

     

    Class
      M-1 Principal Payment Amount: With respect to any Distribution Date on or
      after the Stepdown Date and as long as a Trigger Event is not in effect with
      respect to such Distribution Date, will be the amount, if any, by which (x)
      the
      sum of (i) the Certificate Principal Balances of the Senior Certificates, after
      giving effect to payments on such Distribution Date and (ii) the Certificate
      Principal Balance of the Class M-1 Certificates immediately prior to such
      Distribution Date exceeds (y) the lesser of (A) the product of (i) approximately
      88.40% and (ii) the Aggregate Loan Balance for such Distribution Date (after
      giving effect to scheduled payments of principal due during the related Due
      Period to the extent received or advanced, unscheduled collections of principal
      received during the related Prepayment Period and after reduction for Realized
      Losses on the Mortgage Loans incurred during the related Due Period) and (B)
      the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Mortgage Loans incurred during the related Due
      Period) exceeds (ii) 0.35% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      M-2 Certificate: Any Certificate designated as a “Class M-2 Certificate” on
      the face thereof, in the form of Exhibit A-2 hereto, representing the right
      to
      its Percentage Interest of distributions provided for the Class M-2 Certificates
      as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
      the
      right to receive the related Basis Risk Shortfall and (iii) the obligation
      to
      pay any Class IO Distribution Amount.

     

    Class
      M-2 Pass-Through Rate: With respect to each Distribution Date, a per annum
      rate equal to the least of (i) the sum of One-Month LIBOR for that Distribution
      Date plus the related Certificate Margin for such Distribution Date, (ii) the
      Net Funds Cap, (iii) the Maximum Interest Rate and (iv) the Cap
      Rate.

     

    Class
      M-2 Principal Payment Amount: With respect to any Distribution Date on or
      after the Stepdown Date and as long as a Trigger Event is not in effect with
      respect to such Distribution Date, will be the amount, if any, by which (x)
      the
      sum of (i) the Certificate Principal Balances of the Senior Certificates and
      Class M-1 Certificates, in each case, after giving effect to payments on such
      Distribution Date and (ii) the Certificate Principal Balance of the Class M-2
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) approximately 91.50% and (ii) the Aggregate Loan
      Balance for such Distribution Date (after giving effect to scheduled payments
      of
      principal due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date (after giving effect to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) exceeds (ii) 0.35% of
      the
      Aggregate Loan Balance as of the Cut-off Date.

     

    Class
      M-3 Certificate: Any Certificate designated as a “Class M-3 Certificate” on
      the face thereof, in the form of Exhibit A-2 hereto, representing the right
      to
      its Percentage Interest of distributions provided for the Class M-3 Certificates
      as set forth herein and evidencing (i) a Regular Interest in REMIC III, (ii)
      the
      right to receive the related Basis Risk Shortfall and (iii) the obligation
      to
      pay any Class IO Distribution Amount.

     

    Class
      M-3 Pass-Through Rate:  With respect to each Distribution Date, a
      per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
      Distribution Date plus the related Certificate Margin for such Distribution
      Date, (ii) the Net Funds Cap, (iii) the Maximum Interest Rate and (iv) the
      Cap
      Rate.

     

    Class
      M-3 Principal Payment Amount: With respect to any Distribution Date on or
      after the Stepdown Date and as long as a Trigger Event is not in effect with
      respect to such Distribution Date, will be the amount, if any, by which (x)
      the
      sum of (i) the Certificate Principal Balances of the Senior Certificates, Class
      M-1 Certificates and Class M-2 Certificates, in each case, after giving effect
      to payments on such Distribution Date and (ii) the Certificate Principal Balance
      of the Class M-3 Certificates immediately prior to such Distribution Date
      exceeds (y) the lesser of (A) the product of (i) approximately 93.60% and (ii)
      the Aggregate Loan Balance for such Distribution Date (after giving effect
      to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period) and (B) the amount,
      if
      any, by which (i) the Aggregate Loan Balance for such Distribution Date (after
      giving effect to scheduled payments of principal due during the related Due
      Period to the extent received or advanced, unscheduled collections of principal
      received during the related Prepayment Period and after reduction for Realized
      Losses on the Mortgage Loans incurred during the related Due Period) exceeds
      (ii) 0.35% of the Aggregate Loan Balance as of the Cut-off Date.

     

    Class
      M-4 Certificate:  Any Certificate designated as a “Class M-4
      Certificate” on the face thereof, in the form of Exhibit A-2 hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class M-4 Certificates as set forth herein and evidencing (i) a Regular
      Interest in REMIC III, (ii) the right to receive the related Basis Risk
      Shortfall and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    Class
      M-4 Pass-Through Rate:  With respect to each Distribution Date, a
      per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
      Distribution Date plus the related Certificate Margin for such Distribution
      Date, (ii) the related Net Funds Cap, (iii) the related Maximum Interest Rate
      and (iv) the Cap Rate.

     

    Class
      M-4 Principal Payment Amount: With respect to any Distribution Date on or
      after the Stepdown Date and as long as a  Trigger Event is not in
      effect with respect to such Distribution Date, will be the amount, if any,
      by
      which (x) the sum of (i) the Certificate Principal Balances of the Senior
      Certificates, Class M-1, Class M-2 and Class M-3 Certificates, in each case,
      after giving effect to payments on such Distribution Date and (ii) the
      Certificate Principal Balance of the Class M-4 Certificates immediately prior
      to
      such Distribution Date exceeds (y) the lesser of (A) the product of (i)
      approximately 94.90% and (ii) the Aggregate Loan Balance for such Distribution
      Date (after giving effect to scheduled payments of principal due during the
      related Due Period to the extent received or advanced, unscheduled collections
      of principal received during the related Prepayment Period and after reduction
      for Realized Losses on the Mortgage Loans incurred during the related Due
      Period) and (B) the amount, if any, by which (i) the Aggregate Loan Balance
      for
      such Distribution Date (after giving effect to scheduled payments of principal
      due during the related Due Period to the extent received or advanced,
      unscheduled collections of principal received during the related Prepayment
      Period and after reduction for Realized Losses on the Mortgage Loans incurred
      during the related Due Period) exceeds (ii) 0.35% of the Aggregate Loan Balance
      as of the Cut-off Date.

     

    Class
      M-5 Certificate:  Any Certificate designated as a “Class M-5
      Certificate” on the face thereof, in the form of Exhibit A-2 hereto,
      representing the right to its Percentage Interest of distributions provided
      for
      the Class M-5 Certificates as set forth herein and evidencing (i) a Regular
      Interest in REMIC III, (ii) the right to receive the related Basis Risk
      Shortfall and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    Class
      M-5 Pass-Through Rate:  With respect to each Distribution Date, a
      per annum rate equal to the least of (i) the sum of One-Month LIBOR for that
      Distribution Date plus the related Certificate Margin for such Distribution
      Date, (ii) the Net Funds Cap, (iii) the Maximum Interest Rate and (iv) the
      Cap
      Rate.

     

    Class
      M-5 Principal Payment Amount: with respect to any Distribution Date on or
      after the Stepdown Date and as long as a Trigger Event is not in effect with
      respect to such Distribution Date, will be the amount, if any, by which (x)
      the
      sum of (i) the Certificate Principal Balances of the Senior Certificates, Class
      M-1, Class M-2, Class M-3 and Class M-4 Certificates, in each case, after giving
      effect to payments on such Distribution Date and (ii) the Certificate Principal
      Balance of the Class M-5 Certificates immediately prior to such Distribution
      Date exceeds (y) the lesser of (A) the product of (i) approximately 96.70%
      and
      (ii) the Aggregate Loan Balance for such Distribution Date (after giving effect
      to scheduled payments of principal due during the related Due Period to the
      extent received or advanced, unscheduled collections of principal received
      during the related Prepayment Period and after reduction for Realized Losses
      on
      the Mortgage Loans incurred during the related Due Period) and (B) the amount,
      if any, by which (i) the Aggregate Loan Balance for such Distribution Date
      (after giving effect to scheduled payments of principal due during the related
      Due Period to the extent received or advanced, unscheduled collections of
      principal received during the related Prepayment Period and after reduction
      for
      Realized Losses on the Mortgage Loans incurred during the related Due Period)
      exceeds (ii) 0.35% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      P Certificate: Any Certificate designated as a “Class P Certificate” on the
      face thereof, in the form of Exhibit A-3 hereto, representing the right to
      its
      Percentage Interest of distributions provided for the Class P Certificates
      as
      set forth herein and evidencing a Regular Interest in REMIC V.

     

    Class
      P Certificate Account: The Eligible Account established and maintained by
      the Securities Administrator pursuant to Section 5.11(b).

     

    Class
      P Interest: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class P Certificates, evidencing a Regular
      Interest in REMIC III for purposes of the REMIC Provisions.

     

    Class
      R Certificate: Any Certificate designated as a “Class R” Certificate on the
      face thereof in the form of Exhibit A-5 hereto, representing the right to its
      Percentage Interest of distributions provided for the Class R Certificates
      as
      set forth herein and evidencing the Class R-1 Interest, Class R-2 Interest
      and
      Class R-3 Interest.

     

    Class
      R-X Certificate: Any Certificate designated a “Class R-X Certificate” on the
      face thereof, in substantially the form set forth in Exhibit A-5 hereto,
      evidencing the Class R-4 Interest, Class R-5 Interest and Class R-6
      Interest.

     

    Class
      X Certificate: Any Certificate designated as a “Class X Certificate” on the
      face thereof, in the form of Exhibit A-4 hereto, representing the right to
      its
      Percentage Interest of distributions provided for the Class X Certificates
      as
      set forth herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the
      obligation to pay Basis Risk Shortfalls and (iii) the obligation to pay any
      Class IO Distribution Amount.

     

    Class
      X Distribution Amount: With respect to any Distribution Date and the Class X
      Certificates, the sum of (i) the Current Interest and Carryforward Interest
      and
      (ii) any Overcollateralization Release Amount for such Distribution Date
      remaining after payments pursuant to items (1) through (16) of
      Section 5.05(a)(iii); provided, however that on and after the Distribution
      Date on which the Certificate Principal Balances of the Senior Certificates
      and
      Mezzanine Certificates have been reduced to zero, the Class X Distribution
      Amount shall include the Overcollateralization Amount.

     

    Class
      X Interest: An uncertificated interest in the Trust Fund held by the Trustee
      on behalf of the Holders of the Class X Certificates, evidencing a Regular
      Interest in REMIC III for purposes of the REMIC Provisions.

     

    Class
      X Pass-Through Rate: On any Distribution Date, a per annum rate equal to the
      percentage equivalent of a fraction, the numerator of which is the sum of the
      amounts calculated pursuant to clauses (A) through (K) below, and the
      denominator of which is the aggregate of the Uncertificated Principal Balances
      of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1, REMIC
      II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5 and REMIC II Regular Interest LT-ZZ.  For
      purposes of calculating the Pass-Through Rate for the Class X Interest, the
      numerator is equal to the sum of the following components:

     

    (A)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-AA
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-AA;

     

    (B)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A1;

     

    (C)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A2;

     

    (D)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A3
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A3;

     

    (E)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A4
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A4;

     

    (F)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M1;

     

    (G)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M2;

     

    (H)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M3
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M3;

     

    (I)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M4
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M4;

     

    (J)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M5
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M5; and

     

    (K)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-ZZ
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-ZZ.

     

    Class
      IO Distribution Amount:  As defined in Section 5.14
      hereof.  For purposes of clarity, the Class IO Distribution Amount for
      any Distribution Date shall equal the amount payable to the Supplemental
      Interest Trust on such Distribution Date in excess of the amount payable on
      the
      Class IO Interest on such Distribution Date, all as further provided in
      Section 5.15 hereof.

     

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

     

    Class
      R-1 Interest: The uncertificated Residual Interest in REMIC I.

     

    Class
      R-2 Interest: The uncertificated Residual Interest in REMIC II.

     

    Class
      R-3 Interest: The uncertificated Residual Interest in REMIC
      III.

     

    Class
      R-4 Interest: The uncertificated Residual Interest in REMIC IV.

     

    Class
      R-5 Interest: The uncertificated Residual Interest in REMIC V.

     

    Class
      R-6 Interest: The uncertificated Residual Interest in REMIC VI.

     

    Cleanup
      Call:  As defined in Section 10.01 of this Agreement.

     

    Closing
      Date:  July 10, 2007.

     

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

     

    Commission:
      Shall mean the United States Securities and Exchange Commission.

     

    Commitment
      Letter: The commitment letter dated July 10, 2007, from the Sponsor to the
      Certificate Insurer with regard to the Senior Certificates.

     

    Compensating
      Interest:  With respect to any Distribution Date and (i) the
      Servicer, an amount equal to the lesser of (a) the aggregate of the Prepayment
      Interest Shortfalls resulting from prepayments in full on the Mortgage Loans
      serviced by it and received during the portion of the Prepayment Period
      occurring from the 14th day of
      the month
      prior to the month in which the related Distribution Date occurs and ending
      on
      the last day of such month and (b) one half of the aggregate servicing fee
      due
      the Servicer on the Mortgage Loans for such Distribution Date and (ii) the
      Master Servicer, any Prepayment Interest Shortfall required to be funded by
      the
      Servicer pursuant to clause (i) of this definition and not funded by the
      Servicer, up to the aggregate Master Servicing Fee due to the Master Servicer
      for such Distribution Date.

     

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

     

    Corporate
      Trust Office: The principal corporate trust office of the Trustee or the
      Securities Administrator, as the case may be, at which, at any particular time
      its corporate business in connection with this agreement shall be administered,
      which office at the date of the execution of this instrument is located at
      (i)
      in the case of the Trustee, HSBC Bank USA, National Association, 452 Fifth
      Avenue, New York, New York 10018, Attention: Nomura Asset Acceptance
      Corporation, Series 2007-3 or at such other address as the Trustee may designate
      from time to time by notice to the Certificateholders, the Depositor, the Master
      Servicer, the Securities Administrator and the Servicer, and (ii) with respect
      to the office of the Securities Administrator, which for purposes of Certificate
      transfers and surrender is located at Wells Fargo Bank, N.A., Sixth Street
      and
      Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
      Services-Client Manager (NAAC 2007-3), and for all other purposes is located
      at
      Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, Attention:
      Corporate Trust Services-Client Manager (NAAC 2007-3) (or for overnight
      deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
      Corporate Trust Services-Client Manager (NAAC 2007-3)), or at such other address
      as the Securities Administrator may designate from time to time by notice to
      the
      Certificateholders, the Depositor, the Master Servicer, the Servicer and the
      Trustee.

     

    Corresponding
      Certificate: With respect to:

     

    
      	
              (i)

            	
              REMIC
                II Regular Interest LT-A1, the Class A-1 Certificates,

            
	
              (ii)

            	
              REMIC
                II Regular Interest LT-A2, the Class A-2 Certificates,

            
	
              (iii)

            	
              REMIC
                II Regular Interest LT-A3, the Class A-3 Certificates;

            
	
              (iv)

            	
              REMIC
                II Regular Interest LT-A4, the Class A-4 Certificates;

            
	
              (v)

            	
              REMIC
                II Regular Interest LT-M1, the Class M-1 Certificates;

            
	
              (vi)

            	
              REMIC
                II Regular Interest LT-M2, the Class M-2 Certificates;

            
	
              (vii)

            	
              REMIC
                II Regular Interest LT-M3, the Class M-3 Certificates;

            
	
              (viii)

            	
              REMIC
                II Regular Interest LT-M4, the Class M-4 Certificates;

            
	
              (ix)

            	
              REMIC
                II Regular Interest LT-M5, the Class M-5 Certificates;
                and

            
	
              (x)

            	
              REMIC
                II Regular Interest LT-P, the Class P
                Certificates.

            


    

    


    Credit
      Risk Management Agreement:  Each of the agreements between the
      Credit Risk Manager and (i) the Servicer and (ii) Master Servicer, each dated
      as
      of July 10, 2007.

     

    Credit
      Risk Manager:  Clayton Fixed Income Services Inc., and its
      successors and assigns.

     

    Credit
      Risk Manager Fee: With respect to each Mortgage Loan and for any calendar
      month, an amount equal to one twelfth of the product of the Credit Risk Manager
      Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans as
      of
      the Due Date in the preceding calendar month.

     

    Credit
      Risk Manager Fee Rate: 0.0115% per annum.

     

    Current
      Interest: With respect to any Class of Senior Certificates or Mezzanine
      Certificates and any Distribution Date, the amount of interest accruing at
      the
      applicable Pass-Through Rate on the related Certificate Principal Balance during
      the related Accrual Period; provided, that as to each Class of Senior
      Certificates and Mezzanine Certificates, the Current Interest will be reduced
      by
      a pro rata portion of any related  Net Interest Shortfalls to the
      extent not covered by excess interest. No Current Interest will be payable
      with
      respect to any Class of Senior Certificates or Mezzanine Certificates after
      the
      Distribution Date on which the outstanding Certificate Principal Balance of
      such
      Certificate has been reduced to zero.

     

    Custodial
      Account: The account established and maintained by the Servicer with respect
      to receipts on the Mortgage Loans and REO Properties in accordance with
      Section 3.26(b) of this Agreement.

     

    Custodial
      Agreement: The Custodial Agreement dated as of June 1, 2007 among the
      Custodian, the Servicer and the Trustee.

     

    Custodian:  Wells
      Fargo Bank, N.A., a national banking association, or any successor thereto
      appointed pursuant to the Custodial Agreement.

     

    Cut-off
      Date:  June 1, 2007.

     

    Cut-off
      Date Principal Balance: As to any Mortgage Loan, the unpaid principal
      balance thereof as of the close of business on the Cut-off Date after
      application of all Principal Prepayments received prior to the Cut-off Date
      and
      scheduled payments of principal due on or before the Cut-off Date, whether
      or
      not received, but without giving effect to any installments of principal
      received in respect of Due Dates occurring after 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 that became final and non-appealable,
      except such a reduction resulting from a Deficient Valuation or any other
      reduction that results in a permanent forgiveness of principal.

     

    Defaulting
      Party:  As defined in the Swap Agreement.

     

    Deferred
      Amount: With respect to any Class of Senior Certificates or Mezzanine
      Certificates and any Distribution Date, the amount by which (x) the aggregate
      of
      the Applied Loss Amounts previously applied in reduction of the Certificate
      Principal Balance thereof exceeds (y) the aggregate of amounts previously paid
      in reimbursement thereof and the amount by which the Certificate Principal
      Balance of any such Class has been increased due to the collection of Subsequent
      Recoveries on the Mortgage Loans.  No interest will be paid on
      Deferred Amounts.

     

    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 such 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 that is final and non-appealable in a
      proceeding under the Bankruptcy Code.

     

    Definitive
      Certificates: As defined in Section 6.06 of this
      Agreement.

     

    Deleted
      Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Replacement
      Mortgage Loan.

     

    Delinquency
      Rate: With respect to any calendar month and the Mortgage Loans will be,
      generally, the fraction, expressed as a percentage, the numerator of which
      is
      the Aggregate Loan Balance of all  Mortgage Loans that are sixty (60)
      or more days delinquent (including all  Mortgage Loans in bankruptcy
      or foreclosure and all REO Properties) as of the close of business on the last
      day of such month, and the denominator of which is the Aggregate Loan Balance
      of
      the Mortgage Loans as of the close of business on the last day of such
      month.

     

    Delinquent:
      A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant
      to the terms of such Mortgage Loan by the close of business on the day such
      payment is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such
      payment has not been received by the close of business on the corresponding
      day
      of the month immediately succeeding the month in which such payment was due,
      or,
      if there is no such corresponding day (e.g., as when a 30-day month follows
      a
      31-day month in which a payment was due on the 31st day of such month), then
      on
      the last day of such immediately succeeding month. Similarly for “60 days
      delinquent,” “90 days delinquent” and so on.

     

    Denomination:
      With respect to each Certificate, the amount set forth on the face thereof
      as
      the “Initial Certificate Principal Balance of this Certificate”.

     

    Depositor:
      Nomura Asset Acceptance Corporation, a Delaware corporation, or its successor
      in
      interest.

     

    Depository:
      The initial Depository shall be The Depository Trust Company (“DTC”), the
      nominee of which is Cede & Co., or any other organization registered as a
“clearing agency” pursuant to Section 17A of the Exchange Act. The
      Depository shall initially be 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
      Agreement: With respect to the Class of Book-Entry Certificates, the
      agreement among the Depositor, the Trustee and the initial Depository, dated
      as
      of the Closing Date, substantially in the form of Exhibit I.

     

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

     

    Determination
      Date: With respect to any Distribution Date, the fifteenth (15th) day
      of the month
      of such Distribution Date or, if such day is not a Business Day, the immediately
      preceding Business Day.

     

    Distribution
      Account: The separate Eligible Account created and maintained by the
      Securities Administrator pursuant to Section 3.31 in the name of the
      Trustee for the benefit of the Certificateholders and the Certificate Insurer,
      which shall be designated “Wells Fargo Bank, N.A., in trust for registered
      holders of Nomura Asset Acceptance Corporation, 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
      Date: The twenty-fifth (25th) day
      of each
      calendar month after the initial issuance of the Certificates, or if such
      twenty-fifth day is not a Business Day, the next succeeding Business Day,
      commencing in July 2007.

     

    Due
      Date: As to any Mortgage Loan, the date in each month on which the related
      Scheduled Payment is due, as set forth in the related Mortgage
      Note.

     

    Due
      Period: With respect to any Distribution Date, the period from the second
      day of the calendar month preceding the calendar month in which such
      Distribution Date occurs through the close of business on the first day of
      the
      calendar month in which such Distribution Date occurs.

     

    Eligible
      Account: Any of (i) an account or accounts maintained with a federal or
      state chartered depository institution or trust company, the long-term unsecured
      debt obligations and short-term unsecured debt obligations of which are rated
      by
      each Rating Agency in one of its two highest long-term and its highest
      short-term rating categories respectively, at the time any amounts are held
      on
      deposit therein; provided, that following a downgrade, withdrawal, or suspension
      of such institution's rating above, each account shall promptly (and in any
      case
      within not more than 30 calendar days) be moved to one or more segregated trust
      accounts in the trust department of such institution, or to an account at
      another institution that complies with the above requirements, (ii) a
      segregated, non-interest bearing trust account or accounts maintained with
      the
      corporate trust department of a federal or state chartered depository
      institution or trust company having capital and surplus of not less than
      $50,000,000, acting in its fiduciary capacity or (iii) any other account
      acceptable to the Rating Agencies and the Certificate Insurer, as evidenced
      in
      writing by the Rating Agencies. Eligible Accounts may bear interest, and may
      include, if otherwise qualified under this definition, accounts maintained
      with
      the Trustee or Securities Administrator. Notwithstanding Section 11.01, this
      Agreement may be amended to reduce the rating requirements in clause (i) above,
      without the consent of any of the Certificateholders but with the consent of
      the
      Certificate Insurer, provided that the Person requesting such amendment obtains
      a letter from each Rating Agency stating that such amendment would not result
      in
      the downgrading or withdrawal of the respective ratings then assigned to the
      Certificates (which, with respect to the Senior Certificates, shall be without
      giving effect to the Policy).

     

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

     

    ERISA
      Restricted Certificate: Each of the Class X, Class P and Residual
      Certificates, and, until such Certificate has been the subject of a best efforts
      or firm commitment underwriting or private placement that meets the requirements
      of the Exemption, any Mezzanine Certificate that has been retained by NMF
      Holdings, LLC.

     

    Escrow
      Account: Shall mean the account or accounts maintained by the Servicer
      pursuant to Section 3.29.  Each Escrow Account shall be an
      Eligible Account.

     

    Excess
      Liquidation Proceeds: To the extent not required by law to be paid to the
      related Mortgagor, the excess, if any, of any Liquidation Proceeds with respect
      to a Mortgage Loan over the Stated Principal Balance of such Mortgage Loan
      and
      accrued and unpaid interest at the related Mortgage Rate through the last day
      of
      the month in which the Mortgage Loan has been liquidated.

     

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

     

    Exemption:
      Prohibited Transaction Exemption 93-32, as amended from time to
      time.

     

    Expense
      Fee Rate:  With respect to each Mortgage Loan, the sum of the
      annual rate at which the Servicing Fee, the Master Servicing Fee, the Credit
      Risk Manager Fee and the fee payable to any provider of lender paid mortgage
      insurance, if any, is calculated.

     

    Fannie
      Mae: Fannie Mae (formerly, Federal National Mortgage Association), or any
      successor thereto.

     

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

     

    Final
      Recovery Determination: With respect to any defaulted Mortgage Loan or any
      REO Property (other than a Mortgage Loan or REO Property purchased by the
      Sponsor or the Master Servicer pursuant to or as contemplated by
      Section 2.03(c) or Section 10.01), a determination made by the
      Servicer pursuant to this Agreement that all Insurance Proceeds, Liquidation
      Proceeds and other payments or recoveries which the Servicer, in its reasonable
      good faith judgment, expects to be finally recoverable in respect thereof have
      been so recovered.  The Servicer shall maintain records of each Final
      Recovery Determination made thereby.

     

    FIRREA:
      The Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
      amended.

     

    Fitch:
      Fitch Ratings.

     

    Form
      8-K Disclosure Information: Has the meaning set forth in
      Section 5.16(b) of this Agreement.

     

    Freddie
      Mac: Federal Home Loan Mortgage Corporation, or any successor
      thereto.

     

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

     

    Indemnified
      Persons: The Trustee, the Servicer (including any successor to the
      Servicer), the Master Servicer, the Securities Administrator, the Certificate
      Insurer, the Custodian, the Trust Fund and their officers, directors, agents
      and
      employees and, with respect to the Trustee, any separate co-trustee and its
      officers, directors, agents and employees.

     

    Independent:
      When used with respect to any specified Person, any such Person who (a) is
      in
      fact independent of the Depositor, the Master Servicer, the Securities
      Administrator, the Servicer, the Sponsor, any originator and their respective
      Affiliates, (b) does not have any direct financial interest in or any material
      indirect financial interest in the Depositor, the Master Servicer, the
      Securities Administrator, the Servicer, the Sponsor, any originator or any
      Affiliate thereof, and (c) is not connected with the Depositor, the Master
      Servicer, the Securities Administrator, the Servicer, the Sponsor, any
      originator or any Affiliate thereof as an officer, employee, promoter,
      underwriter, trustee, partner, director or Person performing similar functions;
      provided, however, that a Person shall not fail to be Independent of the
      Depositor, the Master Servicer, the Securities Administrator, the Servicer,
      the
      Sponsor, any originator or any Affiliate thereof merely because such Person
      is
      the beneficial owner of one percent (1%) or less of any Class of securities
      issued by the Depositor, the Master Servicer, the Securities Administrator,
      the
      Servicer, the Sponsor, any originator or any Affiliate thereof, as the case
      may
      be.

     

    When
      used
      with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation
      S-X.  Independent means, 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, Securities
      Administrator, 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.

     

    Index:
      As of any Adjustment Date, the index applicable to the determination of the
      Mortgage Rate on each Mortgage Loan which will generally be based on Six-Month
      LIBOR or One-Year LIBOR.

     

    Initial
      Certificate Principal Balance: With respect to any Certificate, the
      Certificate Principal Balance of such Certificate or any predecessor Certificate
      on the Closing Date.

     

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

     

    Insurance
      Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any
      Insurance Policy or any other insurance policy covering a Mortgage Loan to
      the
      extent such proceeds are payable to the mortgagee under the Mortgage, the
      Servicer or the trustee under the deed of trust and are not applied to the
      restoration of the related Mortgaged Property or released to the Mortgagor
      in
      accordance with the servicing standard set forth in Section 3.01 hereof,
      other than any amount included in such Insurance Proceeds in respect of Insured
      Expenses.

     

    Insured
      Expenses: Expenses covered by any Insurance Policy with respect to the
      Mortgage Loans.

     

    Interest
      Determination Date:  Shall mean the second LIBOR Business Day
      preceding the commencement of each Accrual Period.

     

    Interest
      Remittance Amount: With respect to any Distribution Date, that portion of
      the Available Distribution Amount for such Distribution Date generally equal
      to
      (i) the sum, without duplication, of (a) all scheduled interest collected during
      the related Due Period with respect to the Mortgage Loans less the Servicing
      Fee, the Master Servicing Fee, the Credit Risk Management Fee and the fee
      payable to any provider of lender-paid mortgage insurance, if any, (b) all
      Advances relating to interest with respect to the Mortgage Loans made on or
      prior to the related Remittance Date, (c) all Compensating Interest with respect
      to the Mortgage Loans and required to be remitted by the Servicer or the Master
      Servicer pursuant to this Agreement with respect to such Distribution Date,
      (d)
      Liquidation Proceeds and Subsequent Recoveries with respect to the Mortgage
      Loans collected during the related Prepayment Period (to the extent such
      Liquidation Proceeds and Subsequent Recoveries relate to interest), (e) all
      amounts relating to interest with respect to each Mortgage Loan repurchased
      by
      the Sponsor pursuant to Sections 2.02 and 2.03 and (f) all amounts in respect
      of
      interest paid by the Master Servicer pursuant to Section 10.01 to the
      extent remitted by the Master Servicer to the Distribution Account pursuant
      to
      this Agreement and minus (ii) all amounts required to be reimbursed by the
      Trust
      pursuant to Section 3.32 or as otherwise set forth in this Agreement or any
      Custodial Agreement.

     

    Interest
      Shortfall: With respect to any Distribution Date, the aggregate shortfall,
      if any, in collections of interest (adjusted to the related Net Mortgage Rates)
      on Mortgage Loans resulting from (a) Principal Prepayments in full received
      during the related Prepayment Period, (b) partial Principal Prepayments received
      during the related Prepayment Period to the extent applied prior to the Due
      Date
      in the month of the Distribution Date and (c) interest payments on certain
      of
      the Mortgage Loans being limited pursuant to the provisions of the Relief
      Act.

     

    ISDA
      Master Agreement: The ISDA Master Agreement dated as of July 10, 2007, as
      amended and supplemented from time to time, between the Swap Provider and the
      Trustee, as trustee on behalf of the Supplemental Interest Trust.

     

    Last
      Scheduled Distribution Date:  With respect to the Certificates,
      the Distribution Date in July 2037.

     

    Late
      Payment Rate:  As defined in the Policy.

     

    Latest
      Possible Maturity Date: The second Distribution Date following the final
      scheduled maturity date of the related Mortgage Loan in the Trust Fund having
      the latest scheduled maturity date as of the Cut-off Date. For purposes of
      the
      Treasury Regulations under Code Section 860A through 860G, the latest
      possible maturity date of each regular interest issued by REMIC I, REMIC II,
      REMIC III, REMIC IV, REMIC V and REMIC VI shall be the Latest Possible Maturity
      Date.

     

    LIBOR
      Business Day: Shall mean any day other than a Saturday or a Sunday or a day
      on which banking institutions in the State of New York or in the city of London,
      England are required or authorized by law to be closed.

     

    LIBOR
      Determination Date: The second LIBOR Business Day before the first day of
      the related Accrual Period.

     

    Liquidated
      Loan: With respect to any Distribution Date, a defaulted Mortgage Loan that
      has been liquidated through deed-in-lieu of foreclosure, foreclosure sale,
      trustee’s sale or other realization as provided by applicable law governing the
      real property subject to the related Mortgage and any security agreements and
      as
      to which the Servicer has certified in the related Prepayment Period in writing
      to the Securities Administrator that it has made a Final Recovery
      Determination.

     

    Liquidation
      Proceeds: Amounts, other than Insurance Proceeds, received in connection
      with the partial or complete liquidation of a Mortgage Loan, whether through
      trustee’s sale, foreclosure sale or otherwise, or in connection with any
      condemnation or partial release of a Mortgaged Property and any other proceeds
      received with respect to an REO Property, less the sum of related unreimbursed
      Advances, Servicing Fees and Servicing Advances and all expenses of liquidation,
      including property protection expenses and foreclosure and sale costs, including
      court and reasonable attorneys fees.

     

    Loan-to-Value
      Ratio: The fraction, expressed as a percentage, the numerator of which is
      the original principal balance of the Mortgage Loan and the denominator of
      which
      is the Appraised Value of the related Mortgaged Property.

     

    Majority
      Class X Certificateholder: The Holder of a 50.01% or greater Percentage
      Interest in the Class X Certificates.

     

    Marker
      Rate:  With respect to the Class X Certificates and any
      Distribution Date, a per annum rate equal to two (2) times the weighted average
      of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest
      LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC
      II Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5 and REMIC II Regular Interest LT-ZZ,
      with
      the per annum rate on each such REMIC II Regular Interest (other than REMIC
      II
      Regular Interest LT-ZZ) subject to a cap equal to the Pass-Through Rate on
      the
      Corresponding Certificate for the purpose of this calculation; and with the
      per
      annum rate on REMIC II Regular Interest LT-ZZ subject to a cap of zero for
      the
      purpose of this calculation; provided, however, that for this purpose, the
      calculation of the Uncertificated REMIC II Pass-Through Rate and the related
      cap
      with respect to each such REMIC II Regular Interest (other than REMIC II Regular
      Interest LT-ZZ) shall be multiplied by a fraction, the numerator of which is
      the
      actual number of days in the Accrual Period and the denominator of which is
      thirty (30).

     

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

     

    Master
      Servicer Default:  One or more of the events described in
      Section 8.01(b).

     

    Master
      Servicing Compensation:  As defined in
      Section 4.12.

     

    Master
      Servicing Fee: With respect to each Mortgage Loan, for a period of one full
      month, equal to one-twelfth of the product of (a) the Master Servicing Fee
      Rate
      and (b) the Stated Principal Balance of such Mortgage Loan.  Such fee
      will be payable monthly, computed on the basis of the same principal amount
      and
      period with respect to which any related interest payment on such Mortgage
      Loan
      is computed.  The obligation to pay the Master Servicer Fee will be
      limited to, and the master servicing fee will be payable from, the scheduled
      interest portion of such monthly payments collected and advanced.

     

    Master
      Servicing Fee Rate:  0.005% per annum.

     

    Maximum
      Interest Rate:  With respect to any Distribution Date and the
      Senior Certificates, an annual rate equal to the weighted average of the Maximum
      Mortgage Rates of the Mortgage Loans as stated in the related mortgage notes,
      minus (a) the weighted average Expense Fee Rate and (b) the Policy Premium
      Rate
      payable to the Certificate Insurer for such Distribution Date.

     

    With
      respect to any Distribution Date and the Mezzanine Certificates, an annual
      rate
      equal to the weighted average of the Maximum Mortgage Rates of the Mortgage
      Loans as stated in the related mortgage notes, minus the weighted average
      Expense Fee Rate.

     

    The
      calculation of the Maximum Interest Rate will be based on a 360-day year and
      the
      actual number of days elapsed during the related Accrual Period.

     

    Maximum
      Mortgage Interest Rate: With respect to each Mortgage Loan, the percentage
      set forth in the related Mortgage Note as the maximum interest
      rate.

     

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

     

    MERS®
      System: The system of recording transfers of Mortgages electronically
      maintained by MERS.

     

    Mezzanine
      Certificates: The Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5
      Certificates.

     

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

     

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

     

    Minimum
      Servicing Requirements: With respect to a successor to the Servicer
      appointed pursuant to Section 7.06(a) hereunder:

     

    (i)  the
      proposed successor Servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed successor
      Servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by Moody’s;
      and

     

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

     

    MOM
      Loan: Any Mortgage Loan as to which MERS is acting as the mortgagee of such
      Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and
      its successors and assigns, at the origination thereof.

     

    Monthly
      Excess Cashflow: With respect to any Distribution Date, the sum of (a) the
      Monthly Excess Interest, (b) the Overcollateralization Release Amount, if any,
      for such Distribution Date, and (c) the Principal Remittance Amount remaining
      following payments of the Principal Payment Amount to the Senior Certificates
      and Mezzanine Certificates.

     

    Monthly
      Excess Interest: With respect to any Distribution Date, the excess of (x)
      the Interest Remittance Amount for such Distribution Date over (y) the sum
      of
      Current Interest and Carryforward Interest on the Senior Certificates and
      Mezzanine Certificates for such Distribution Date.

     

    Monthly
      Statement: The statement delivered to the Certificateholders pursuant to
      Section 5.08.

     

    Moody’s:
      Moody’s Investors Service, Inc. or its successor in interest.

     

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

     

    Mortgage
      File: The Mortgage Loan Documents pertaining to a particular Mortgage Loan
      and any additional documents delivered to the Trustee or the Custodian on behalf
      of the Trustee to be added to the Mortgage File pursuant to this
      Agreement.

     

    Mortgage
      Loan Documents: As defined in Section 2.01.

     

    Mortgage
      Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of
      July 10, 2007, between the Sponsor, as seller, and the Depositor, as purchaser,
      a form of which is attached hereto as Exhibit C.

     

    Mortgage
      Loan Purchase Price: The price, calculated as set forth in
      Section 10.01, to be paid in connection with the purchase of the Mortgage
      Loans pursuant to Section 10.01.

     

    Mortgage
      Loan Schedule: The list of Mortgage Loans (as from time to time amended by
      the Servicer to reflect the deletion of Deleted Mortgage Loans and the addition
      of Replacement 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, the initial Mortgage Loan Schedule being attached
      hereto as Exhibit B, setting forth the following information with respect to
      each Mortgage Loan:

     

    
      
        	 	
                (i)

              	
                the
                  Mortgage Loan identifying number;

              
	 	 	 
	 	
                (ii)

              	
                the
                  Mortgage Rate in effect as of the Cut-off Date;

              
	 	 	 
	 	
                (iii)

              	
                the
                  Servicing Fee Rate;

              
	 	 	 
	 	
                (iv)

              	
                the
                  Net Mortgage Rate in effect as of the Cut-off Date;

              
	 	 	 
	 	
                (v)

              	
                the
                  maturity date;

              
	 	 	 
	 	
                (vi)

              	
                the
                  original principal balance;

              
	 	 	 
	 	
                (vii)

              	
                the
                  Cut-off Date Principal Balance;

              
	 	 	 
	 	
                (viii)

              	
                the
                  original term;

              
	 	 	 
	 	
                (ix)

              	
                the
                  remaining term;

              
	 	 	 
	 	
                (x)

              	
                the
                  property type;

              
	 	 	 
	 	
                (xi)

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

              
	 	 	 
	 	
                (xii)

              	
                with
                  respect to each MOM Loan, the related MIN;

              
	 	 	 
	 	
                (xiii)

              	
                the
                  Custodian;

              
	 	 	 
	 	
                (xiv)

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

              
	 	 	 
	 	
                (xv)

              	
                the
                  first Adjustment Date;

              
	 	 	 
	 	
                (xvi)

              	
                the
                  Gross Margin;

              
	 	 	 
	 	
                (xvii)

              	
                the
                  Maximum Mortgage Interest Rate under the terms of the Mortgage
                  Note;

              
	 	 	 
	 	
                (xviii)

              	
                the
                  Minimum Mortgage Interest Rate under the terms of the Mortgage
                  Note;

              
	 	 	 
	 	
                (xix)

              	
                the
                  Periodic Rate Cap;

              
	 	 	 
	 	
                (xx)

              	
                the
                  first Adjustment Date immediately following the Cut-off
                  Date;

              
	 	 	 
	 	
                (xxi)

              	
                the
                  related Index; and

              
	 	 	 
	 	
                (xxii)

              	
                the
                  Servicer.

              


      

    

     

    Such
      schedule shall also set forth the aggregate Cut-off Date Principal Balance
      for
      all of the Mortgage Loans.

     

    Mortgage
      Loans: Such of the Mortgage 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.

     

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

     

    Mortgage
      Rate: With respect to each Mortgage Loan, the annual rate at which interest
      accrues on such Mortgage Loan from time to time in accordance with the
      provisions of the related Mortgage Note, which rate shall be (A) as of any
      date
      of determination until the first Adjustment Date following the Cut-off Date,
      the
      rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect
      immediately following the Cut-off Date and (B) as of any date of determination
      thereafter, the rate as adjusted on the most recent Adjustment Date equal to
      the
      sum, rounded to the nearest 0.125% as provided in the Mortgage Note, of the
      related Index, as most recently available as of a date prior to the Adjustment
      Date as set forth in the related Mortgage Note, plus the related Gross Margin;
      provided that the Mortgage Rate on such adjustable rate Mortgage Loan on any
      Adjustment Date shall never be more than the lesser of (i) the sum of the
      Mortgage Rate in effect immediately prior to the Adjustment Date plus the
      related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage
      Interest Rate, and shall never be less than the greater of (i) the Mortgage
      Interest Rate in effect immediately prior to the Adjustment Date less the
      Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
      respect to each Mortgage Loan that becomes an REO Property, as of any date
      of
      determination, the annual rate determined in accordance with the immediately
      preceding sentence as of the date such Mortgage Loan became an REO
      Property.

     

    Mortgaged
      Property: The underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The obligor on a Mortgage Note.

     

    Net
      Funds Cap:  With respect to any Distribution Date and the
      Mezzanine Certificates,  (a) a fraction, expressed as a percentage,
      the numerator of which is the product of (1) the Optimal Interest Remittance
      Amount for the Mortgage Loans and such Distribution Date, minus the sum of
      (x)
      any Net Swap Payment payable to the Swap Provider on such Distribution Date
      and
      (y) any Swap Termination Payment (unless such payment is the result of a Swap
      Provider Trigger Event and to the extent not paid by the Securities
      Administrator from any upfront payment received pursuant to any replacement
      interest rate swap agreement that may be entered into by the Supplemental
      Interest Trust Trustee) payable to the Swap Provider on such Distribution Date
      and (2) 12, and the denominator of which is the outstanding aggregate Stated
      Principal Balance of the Mortgage Loans for the immediately preceding
      Distribution Date, multiplied by (b) a fraction, the numerator of which is
      30
      and the denominator of which is the actual number of days elapsed in the
      immediately preceding Accrual Period.  For federal income tax
      purposes, the equivalent of the foregoing shall be expressed as the weighted
      average of the Uncertificated REMIC II Pass-Through Rates on the REMIC II
      Regular Interests (other than REMIC II Regular Interest LT-IO and REMIC II
      Regular Interest LT-P), weighted on the basis of the Uncertificated Principal
      Balance of each such REMIC II Regular Interest.

     

    Net
      Interest Shortfalls: With respect to any Distribution Date, Interest
      Shortfalls net of payments by the Servicer or the Master Servicer in respect
      of
      Compensating Interest.

     

    Net
      Liquidation Proceeds: With respect to a Mortgage Loan are Liquidation
      Proceeds net of unreimbursed advances by the related servicer and advances
      and
      expenses incurred by the related servicer in connection with the liquidation
      of
      such Mortgage Loan and the related Mortgaged Property.

     

    Net
      Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate
      equal to the related Mortgage Rate less the sum of (i) the Servicing Fee Rate,
      (ii) the Master Servicing Fee Rate, (iii) the Credit Risk Manager Fee Rate,
      and
      (iv) the rate at which the fee payable to any provider of lender-paid mortgage
      insurance is calculated, if applicable.

     

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

     

    Non-Book-Entry
      Certificate: Any Certificate other than a Book-Entry
      Certificate.

     

    Nonrecoverable
      Advance: With respect to any Mortgage Loan, any portion of an Advance or
      Servicing Advance previously made or proposed to be made by the Servicer or
      the
      Master Servicer as Successor Servicer, that, in the good faith judgment of
      the
      Servicer or the Master Servicer as Successor Servicer, will not or, in the
      case
      of a proposed Advance or Servicing Advance, would not, be ultimately recoverable
      by it from the related Mortgagor, related Liquidation Proceeds, Insurance
      Proceeds or otherwise.

     

    Notional
      Amount: For each Distribution Date shall be equal to Swap Notional Amount
      for such Distribution Date as set forth in the Swap Agreement.

     

    Officer’s
      Certificate: A certificate (i) signed by the Chairman of the Board, the Vice
      Chairman of the Board, the President, 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 Trustee (or any
      other officer customarily performing functions similar to those performed by
      any
      of the above designated officers and also to whom, with respect to a particular
      matter, such matter is referred because of such officer’s knowledge of and
      familiarity with a particular subject) or (ii), if provided for in this
      Agreement, signed by an Authorized Servicer Representative, as the case may
      be,
      and delivered to the Depositor, the Sponsor, the Master Servicer, the Securities
      Administrator and/or the Trustee, as the case may be, as required by this
      Agreement.

     

    One-Month
      LIBOR: With respect to any Accrual Period (other than the first Accrual
      Period) and the Publicly Offered Certificates, the rate determined by the
      Securities Administrator on the related Interest Determination Date on the
      basis
      of the rate for U.S. dollar deposits for one month that appears on Reuters
      Screen LIBOR01 Page as of 11:00 a.m. (London time) on such Interest
      Determination Date. If such rate does not appear on such page (or such other
      page as may replace that page on that service, or if such service is no longer
      offered, such other service for displaying One-Month LIBOR or comparable rates
      as may be reasonably selected by the Securities Administrator), One-Month LIBOR
      for the applicable Accrual Period will be the Reference Bank Rate. If no such
      quotations can be obtained by the Securities Administrator and no Reference
      Bank
      Rate is available, One-Month LIBOR will be One-Month LIBOR applicable to the
      preceding Accrual Period.  The establishment of One-Month LIBOR on
      each Interest Determination Date by the Securities Administrator and the
      Securities Administrator’s calculation of the rate of interest applicable to the
      Publicly Offered Certificates for the related Accrual Period shall, in the
      absence of manifest error, be final and binding.  With respect to the
      first Accrual Period, One-Month LIBOR shall equal 5.3200% per
      annum.

     

    One-Year
      LIBOR: The per annum rate equal to the average of interbank offered rates
      for one-year U.S. dollar-denominated deposits in the London market based on
      quotations of major banks as published in The Wall Street Journal and most
      recently available as of the time specified in the related Mortgage
      Note.

     

    Opinion
      of Counsel: A written opinion of counsel, who may be counsel for the
      Sponsor, the Master Servicer, the Depositor or the Servicer, reasonably
      acceptable to each addressee of such opinion; provided that with respect to
      Section 2.05, 7.05 or 11.01, or the interpretation or application of the
      REMIC Provisions, such counsel must (i) in fact be independent of the Sponsor,
      the Master Servicer, the Depositor and the Servicer, (ii) not have any direct
      financial interest in the Sponsor, the Master Servicer, the Depositor or the
      Servicer or in any affiliate of any of them, and (iii) not be connected with
      the
      Sponsor, the Master Servicer, the Depositor or the Servicer as an officer,
      employee, promoter, underwriter, trustee, partner, director or person performing
      similar functions.

     

    Optimal
      Interest Remittance Amount: With respect to any Distribution Date and the
      Publicly Offered Certificates, will be equal to the excess of (i) the product
      of
      (1)(x) the weighted average of the Net Mortgage Rates of the Mortgage Loans
      as
      of the first day of the related Due Period divided by (y) 12 and (2) the
      Aggregate Loan Balance of the Mortgage Loans for the immediately preceding
      Distribution Date, over (ii) any expenses that reduce the Interest Remittance
      Amount that did not arise as a result of a default or delinquency of the
      Mortgage Loans or were not taken into account in computing the Expense Fee
      Rate.

     

    Optional
      Termination: The termination of a portion of the Trust Fund created
      hereunder as a result of the purchase of all of the Mortgage Loans and any
      REO
      Property, as described in Section 10.01.

     

    Optional
      Termination Date:  The first Distribution Date on which the Master
      Servicer may purchase, at its option, the Mortgage Loans and REO Properties
      as
      described in Section 10.01.

     

    OTS:
      The Office of Thrift Supervision or any successor thereto.

     

    OTS
      Method: The method used by OTS to calculate delinquencies.

     

    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 Securities Administrator or delivered to the
      Securities Administrator for cancellation; and

     

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

     

    Outstanding
      Mortgage Loan: As of any date of determination, a Mortgage Loan with a
      Stated Principal Balance greater than zero that was not the subject of a
      Principal Prepayment in full, and that did not become a Liquidated Loan, prior
      to the end of the related Prepayment Period.

     

    Overcollateralization
      Amount: With respect to any Distribution Date, the excess, if any, of (a)
      the Aggregate Loan Balance of the Mortgage Loans for such Distribution Date
      (after giving effect to scheduled payments of principal due during the related
      Due Period to the extent received or advanced, unscheduled collections of
      principal received during the related Prepayment Period and after reduction
      for
      Realized Losses on the Mortgage Loans incurred during the related Due Period)
      over (b) the aggregate Certificate Principal Balance of the Publicly Offered
      Certificates on such Distribution Date (after taking into account the payment
      of
      100% of the Principal Remittance Amount on such Distribution Date).

     

    Overcollateralization
      Deficiency Amount: With respect to any Distribution Date, the amount, if
      any, by which (x) the Targeted Overcollateralization Amount for such
      Distribution Date exceeds (y) the Overcollateralization Amount for such
      Distribution Date, calculated for this purpose after giving effect to the
      reduction on such Distribution Date of the aggregate Certificate Principal
      Balance of the Publicly Offered Certificates resulting from the payment of
      the
      Principal Remittance Amount on such Distribution Date, but prior to allocation
      of any Applied Loss Amount on such Distribution Date.

     

    Overcollateralization
      Release Amount: With respect to any Distribution Date, will be equal to the
      lesser of (x) the Principal Remittance Amount for such Distribution Date and
      (y)
      the amount, if any, by which (1) the Overcollateralization Amount for such
      Distribution Date, exceeds (2) the Targeted Overcollateralization Amount for
      such Distribution Date.

     

    Ownership
      Interest: As to any 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.

     

    Pass-Through
      Rate: The Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2,
      Class M-3, Class M-4, Class M-5 and Class X Pass-Through Rate, as
      applicable.

     

    Payahead:
      Any Scheduled Payment intended by the related Mortgagor to be applied in a
      Due
      Period subsequent to the Due Period in which such payment was
      received.

     

    PCAOB:
      Shall mean the Public Company Accounting Oversight Board.

     

    Percentage
      Interest: With respect to any Certificate of a specified Class, the
      Percentage Interest set forth on the face thereof or the percentage obtained
      by
      dividing the Denomination of such Certificate by the aggregate of the
      Denominations of all Certificates of such Class.

     

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

     

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

     

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

     

    (ii)  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 each Rating
      Agency, as evidenced by a signed writing delivered by each Rating
      Agency;

     

    (iii)  commercial
      or finance company paper which is then receiving the highest commercial or
      finance company paper rating of each Rating Agency that rates such securities,
      or such lower rating as will not result in the downgrading or withdrawal of
      the
      ratings then assigned to the Certificates by each Rating Agency, as evidenced
      by
      a signed writing delivered by each Rating Agency;

     

    (iv)  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 (including the Trustee or the Master
      Servicer in its commercial banking capacity), provided that the commercial
      paper
      and/or long term unsecured debt obligations of such depository institution
      or
      trust company are then rated one of the two highest long-term and the highest
      short-term ratings of each such 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 any Rating Agency, as evidenced by a signed
      writing delivered by each Rating Agency;

     

    (v)  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;

     

    (vi)  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 any such Rating Agency, as evidenced
      by a signed writing delivered by each Rating Agency;

     

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

     

    (viii)  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 one
      of
      the two highest long term ratings 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 any Rating Agency, as evidenced by a signed writing
      delivered by each Rating Agency;

     

    (ix)  units
      of
      money market funds registered under the Investment Company Act of 1940 including
      funds managed or advised by the Trustee, the Master Servicer or an affiliate
      of
      either, having a rating by S&P of AAAm-G or AAAm, if rated by Moody’s, rated
      Aaa, Aa1 or Aa2, and if rated by Fitch, F1, F2 or F3;

     

    (x)  short
      term investment funds sponsored by any trust company or banking association
      incorporated under the laws of the United States or any state thereof (including
      any such fund managed or advised by the Trustee, the Master Servicer or any
      affiliate thereof) which on the date of acquisition has been rated by each
      Rating Agency in their respective highest applicable rating category or such
      lower rating as will not result in the downgrading or withdrawal of the ratings
      then assigned to the Certificates by each Rating Agency, as evidenced by a
      signed writing delivered by each Rating Agency; and

     

    (xi)  such
      other investments having a specified stated maturity and 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
      any
      Rating Agency, as evidenced by a signed writing delivered by each Rating Agency,
      as evidenced by a signed writing delivered by each Rating Agency; provided,
      however, that any Permitted Investment pursuant to this clause (xi) relating
      to
      amounts on deposit in the Custodial Account will be subject to the consent
      of
      the Certificate Insurer;

     

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

     

    Permitted
      Transferee: Any person other than (i) the United States, any State or
      political subdivision thereof, any possession of the United States or any agency
      or instrumentality of any of the foregoing, (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) that 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)(1) 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 (other than a
      partnership that has any direct or indirect foreign partners) or other entity
      (treated as a corporation or a partnership for federal income tax purposes),
      created or organized in or under the laws of the United States, any state
      thereof or the District of Columbia, an estate whose income from sources without
      the United States is includible in gross income for United States federal income
      tax purposes regardless of its connection with the conduct of a trade or
      business within the United States, or a trust if a court within the United
      States is able to exercise primary supervision over the administration of the
      trust and one or more United States persons have authority to control all
      substantial decisions of the trustor and (vi) any other Person based upon an
      Opinion of Counsel (which shall not be an expense of the Trustee) that states
      that the Transfer of an Ownership Interest in a Residual Certificate to such
      Person may cause any REMIC to fail to qualify as a REMIC at any time that any
      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.

     

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

     

    Policy:
      The certificate guaranty insurance policy (No. AB1099BE) issued by the
      Certificate Insurer for the benefit of the Holders of the Senior
      Certificates.

     

    Policy
      Premium: The premium set forth in the Commitment Letter.

     

    Policy
      Premium Accrual Period:  Will be based on a 360-day year
      consisting of twelve 30-day months.

     

    Policy
      Premium Rate: The rate per annum set forth in the Commitment
      Letter.

     

    Prepayment
      Assumption:  The assumed rate of prepayment, as described in the
      Prospectus Supplement relating to each Class of Publicly Offered
      Certificates.

     

    Prepayment
      Charge:  With respect to any Principal Prepayment, any premium,
      penalty or charge payable by a Mortgagor in connection with any Principal
      Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage
      Note
      (other than any Servicer Prepayment Charge Amount) as shown on the Mortgage
      Loan
      Schedule.

     

    Prepayment
      Interest Shortfall:  With respect to any Distribution Date, for
      each Mortgage Loan that was the subject of a Principal Prepayment in full during
      the related Prepayment Period, (other than a Principal Prepayment in full or
      in
      part resulting from the purchase of a Mortgage Loan pursuant to
      Section 2.02, 2.03, 3.24 or 10.01 hereof), the amount, if any, by which (i)
      one month’s interest at the applicable Net Mortgage Rate on the Stated Principal
      Balance of such Mortgage Loan immediately prior to such prepayment exceeds
      (ii)
      the amount of interest paid or collected in connection with such Principal
      Prepayment less the sum of (a) the Servicing Fee, (b) the Master Servicing
      Fee,
      (c) the Credit Risk Manager’s Fee and (d) the fee payable to any provider of
      lender-paid mortgage insurance, if any.

     

    Prepayment
      Period: With respect to any Distribution Date, the 14th day
      of the
      immediately preceding calendar month (or, with respect to the first Prepayment
      Period, the Cut-off Date) through the 13th day of
      the month
      in which such Distribution Date occurs.

     

    Principal
      Payment Amount: With respect to any Distribution Date, the Principal
      Remittance Amount for such Distribution Date minus the Overcollateralization
      Release Amount, if any, for such Distribution Date.

     

    Principal
      Prepayment: Any Mortgagor payment or other recovery
      of (or proceeds with respect to) principal on a Mortgage Loan (including
      Mortgage Loans purchased or repurchased under Sections 2.02, 2.03, 3.24 and
      10.01 hereof) that is received in advance of its scheduled Due Date and is
      not
      accompanied by an amount as to interest representing scheduled interest due
      on
      any Due Date in any month or months subsequent to the month of prepayment.
      Partial Principal Prepayments shall be applied by the Servicer in accordance
      with the terms of the related Mortgage Note.

     

    Principal
      Remittance Amount: With respect to any Distribution Date, (i) the sum,
      without duplication, of (a) the principal portion of all Scheduled Payments
      on
      the Mortgage Loans due during the related Due Period whether or not received
      on
      or prior to the related Determination Date, (b) the principal portion of all
      unscheduled collections (other than Payaheads) including Insurance Proceeds,
      Condemnation Proceeds and all full and partial Principal Prepayments exclusive
      of prepayment charges or penalties collected during the related Prepayment
      Period, to the extent applied as recoveries of principal on the Mortgage Loans,
      (c) the Stated Principal Balance of each  Mortgage Loan that was
      repurchased by the Sponsor during the related Prepayment Period pursuant to
      Sections 2.02, 2.03 and 3.24, (d) the aggregate of all Substitution
      Adjustment Amounts received during the related Prepayment Period for the related
      Determination Date in connection with the substitution of  Mortgage
      Loans pursuant to Section 2.03(b), (e) amounts in respect of principal on
      the Mortgage Loans paid by the Master Servicer pursuant to Section 10.01,
      (f) all Liquidation Proceeds and Subsequent Recoveries with respect to the
      Mortgage Loans collected during the related Prepayment Period (to the extent
      such Liquidation Proceeds and Subsequent Recoveries relate to principal), in
      each case to the extent remitted by the Servicer to the Distribution Account
      pursuant to this Agreement and (g) the principal portion of Payaheads previously
      received of the Mortgage Loans and intended for application in the related
      Due
      Period minus (ii) all amounts in respect of the Mortgage Loans required to
      be
      reimbursed by the Trust Fund pursuant to Sections 4.02, 4.05, 4.07 and 9.05
      or as otherwise set forth in this Agreement or any Custodial
      Agreement.

     

    Private
      Certificate: Each of the Class X, Class P, Class R, and Class R-X
      Certificates.

     

    Prospectus
      Supplement: The Prospectus Supplement dated July 6, 2007 relating to the
      offering of the Publicly Offered Certificates.

     

    Publicly
      Offered Certificates:  The Senior Certificates and the Mezzanine
      Certificates.

     

    PUD:
      A planned unit development.

     

    Purchase
      Price: With respect to any Mortgage Loan required to be repurchased by the
      Sponsor pursuant to Section 2.02, 2.03 or 3.24 hereof and as confirmed by
      an Officer’s Certificate from the Sponsor to the Trustee and the Certificate
      Insurer, an amount equal to the sum of (i) 100% of the outstanding principal
      balance of the Mortgage Loan as of the date of such purchase plus, (ii) thirty
      (30) days’ accrued interest thereon at the applicable Net Mortgage Rate, plus
      any portion of the Servicing Fee, Master Servicing Fee, Servicing Advances
      and
      Advances payable to the Servicer or Master Servicer, as applicable, with respect
      to such Mortgage Loan plus (iii) any costs and damages of the Trust Fund in
      connection with any violation by such Mortgage Loan of any abusive or predatory
      lending law, including any expenses incurred by the Trustee with respect to
      such
      Mortgage Loan prior to the purchase thereof.

     

    Rating
      Agency: Each of Moody’s and S&P. If any such organization or its
      successor is no longer in existence, “Rating Agency” shall be a nationally
      recognized statistical rating organization, or other comparable Person,
      designated by the Depositor, notice of which designation shall be given to
      the
      Trustee. References herein to a given rating category of a Rating Agency shall
      mean such rating category without giving effect to any modifiers.

     

    Realized
      Loss: With respect to each Mortgage Loan as to which a Final Recovery
      Determination has been made, an amount (not less than zero) equal to (i) the
      Stated Principal Balance of such Mortgage Loan as of the commencement of the
      calendar month in which the Final Recovery Determination was made, plus (ii)
      accrued interest from the Due Date as to which interest was last paid by the
      Mortgagor through the end of the calendar month in which such Final Recovery
      Determination was made, calculated in the case of each calendar month during
      such period (A) at an annual rate equal to the annual rate at which interest
      was
      then accruing on such Mortgage Loan and (B) on a principal amount equal to
      the
      Stated Principal Balance of such Mortgage Loan as of the close of business
      on
      the Distribution Date during such calendar month, minus (iii) the proceeds,
      if
      any, received in respect of such Mortgage Loan during the calendar month in
      which such Final Recovery Determination was made, net of amounts that are
      payable therefrom to the Servicer pursuant to this Agreement.  To the
      extent the Servicer receives Subsequent Recoveries with respect to any Mortgage
      Loan, the amount of the Realized Loss with respect to that Mortgage Loan will
      be
      reduced to the extent that Subsequent Recoveries are applied to reduce the
      Certificate Principal Balance of any Class of Certificates on any Distribution
      Date.

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the Stated Principal Balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      minus
      (iii) the aggregate of all unreimbursed Advances and Servicing
      Advances.

     

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

     

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

     

    Record
      Date:  With respect to the Certificates (other than the Class X,
      Class P, Class R and Class R-X Certificates) and any Distribution Date, so
      long
      as such Certificates are Book-Entry Certificates, the Business Day preceding
      such Distribution Date, and otherwise, the close of business on the last
      Business Day of the month preceding the month in which such Distribution Date
      occurs.  With respect to the Class X, Class P, Class R and Class R-X
      Certificates and any Distribution Date, the close of business on the last
      Business Day of the month preceding the month in which such Distribution Date
      occurs.

     

    Reference
      Bank Rate: With respect to any Accrual Period shall mean the arithmetic
      mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%,
      of the offered rates for United States dollar deposits for one month that are
      quoted by the Reference Banks as of 11:00 a.m., New York City time, on the
      related Interest Determination Date to prime banks in the London interbank
      market for a period of one month in an amount approximately equal to the
      aggregate Certificate Principal Balance of the Publicly Offered Certificates,
      as
      applicable, for such Accrual Period, provided that at least two such Reference
      Banks provide such rate. If fewer than two offered rates appear, the Reference
      Bank Rate will be the arithmetic mean, rounded upwards, if necessary, to the
      nearest whole multiple of 0.03125%, of the rates quoted by one or more major
      banks in New York City, selected by the Securities Administrator, as of 11:00
      a.m., New York City time, on such date for loans in United States dollars to
      leading European banks for a period of one month in amounts approximately equal
      to the aggregate Certificate Principal Balance of the Publicly Offered
      Certificates.

     

    Reference
      Banks: Shall mean leading banks selected by the Securities Administrator and
      engaged in transactions in Eurodollar deposits in the international Eurocurrency
      market (i) with an established place of business in London, (ii) which have
      been
      designated as such by the Securities Administrator and (iii) which are not
      controlling, controlled by, or under common control with, the Depositor, the
      Sponsor or either Servicer.

     

    Regular
      Certificate: Any Certificate other than a Residual Certificate.

     

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

     

    Reimbursement
      Amount:  The aggregate of any payments made with respect to the
      Senior Certificates by the Certificate Insurer under the Policy to the extent
      not previously reimbursed, plus interest on that amount at the Late Payment
      Rate
      set forth in the Policy.

     

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

     

    Relief
      Act: The Servicemembers Civil Relief Act of 2003, as amended from time to
      time or similar state or local laws.

     

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

     

    REMIC
      I: The segregated pool of assets subject hereto, constituting the primary
      trust created hereby and to be administered hereunder, with respect to which
      a
      REMIC election is to be made, consisting of (i) the Mortgage Loans and all
      interest accruing and principal due with respect thereto after the Cut-off
      Date
      to the extent not applied in computing the Cut-off Date Principal Balance
      thereof and all related Prepayment Charges; (ii) the related Mortgage Files;
      (iii) the Custodial Account (other than any amounts representing any Servicer
      Prepayment Charge Payment Amount), the Distribution Account, the Class P
      Certificate Account and such assets that are deposited therein from time to
      time, together with any and all income, proceeds and payments with respect
      thereto; (iv) property that secured a  Mortgage Loan and has been
      acquired by foreclosure, deed in lieu of foreclosure or otherwise; (v) the
      mortgagee’s rights under the Insurance Policies with respect to the Mortgage
      Loans; (vi) the rights under the related Mortgage Loan Purchase Agreement with
      respect to the Mortgage Loans; and (vii) all proceeds of the foregoing,
      including proceeds of conversion, voluntary or involuntary, of any of the
      foregoing into cash or other liquid property. Notwithstanding the foregoing,
      however, REMIC I specifically excludes (i) all payments and other collections
      of
      principal and interest due on the Mortgage Loans on or before the Cut-off Date,
      (ii) all Prepayment Charges payable in connection with Principal Prepayments
      on
      the Mortgage Loans made before the Cut-off Date, (iii) the Basis Risk Shortfall
      Reserve Fund, (iv) the Swap Agreement and (v) the Supplemental Interest
      Trust.

     

    REMIC
      I Regular Interest: REMIC I Regular Interest I, REMIC I Regular Interest
      I-1-A through REMIC I Regular Interest I-60-B and REMIC I Regular Interest
      P as
      designated in the Preliminary Statement hereto. Each REMIC I Regular Interest
      shall accrue interest at the related Uncertificated REMIC I Pass-Through Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Principal Balance as set forth in the Preliminary
      Statement hereto. The designations for the respective REMIC I Regular Interests
      are set forth in the Preliminary Statement hereto.

     

    REMIC
      II: The segregated pool of assets consisting of all of the REMIC I Regular
      Interests conveyed in trust to the Trustee, for the benefit of the Holders
      of
      the REMIC II Regular Interests and the Holders of the Class R Certificates
      (as
      holders of the Class R-2 Interest), pursuant to Article II hereunder, and all
      amounts deposited therein, with respect to which a separate REMIC election
      is to
      be made.

     

    REMIC
      II Interest Loss Allocation Amount: With respect to any Distribution Date,
      an amount equal to (a) the product of (i) the aggregate Stated Principal Balance
      of the Mortgage Loans and related REO Properties then outstanding and (ii)
      the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-AA
      minus the Marker Rate, divided by (b) 12.

     

    REMIC
      II Overcollateralization Amount: With respect to any date of determination,
      (i) 1.00% of the aggregate Uncertificated Principal Balances of the REMIC II
      Regular Interests minus (ii) the aggregate of the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2,
      REMIC II Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II
      Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
      LT-M5
      and REMIC II Regular Interest LT-P, in each case as of such date of
      determination.

     

    REMIC
      II Principal Loss Allocation Amount: With respect to any Distribution Date,
      an amount equal to (a) the product of (i) the aggregate Stated Principal Balance
      of the Mortgage Loans and related REO Properties then outstanding and (ii)
      1
      minus a fraction, the numerator of which is two times the aggregate of the
      Uncertificated Principal Balances of REMIC II Regular Interest LT-A1, REMIC
      II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5 and REMIC II Regular Interest LT-ZZ.

     

    REMIC
      II Regular Interests: REMIC II Regular Interest LT-A1, REMIC II Regular
      Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular Interest
      LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC
      II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
      Interest LT-M5 and REMIC II Regular Interest LT-ZZ, REMIC II Regular Interest
      LT-P and REMIC II Regular Interest LT-IO.

     

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

     

    REMIC
      II Regular Interest LT-A1:  One of the separate non-certificated
      beneficial ownership interests in REMIC II issued hereunder and designated
      as a
      Regular Interest in REMIC II. REMIC II Regular Interest LT-A1 shall accrue
      interest at the related Uncertificated REMIC II Pass-Through Rate in effect
      from
      time to time, and shall be entitled to distributions of principal, subject
      to
      the terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-A2:  One of the separate non-certificated
      beneficial ownership interests in REMIC II issued hereunder and designated
      as a
      Regular Interest in REMIC II. REMIC II Regular Interest LT-A2 shall accrue
      interest at the related Uncertificated REMIC II Pass-Through Rate in effect
      from
      time to time, and shall be entitled to distributions of principal, subject
      to
      the terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-A3:  One of the separate non-certificated
      beneficial ownership interests in REMIC II issued hereunder and designated
      as a
      Regular Interest in REMIC II. REMIC II Regular Interest LT-A3 shall accrue
      interest at the related Uncertificated REMIC II Pass-Through Rate in effect
      from
      time to time, and shall be entitled to distributions of principal, subject
      to
      the terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-A4:  One of the separate non-certificated
      beneficial ownership interests in REMIC II issued hereunder and designated
      as a
      Regular Interest in REMIC II. REMIC II Regular Interest LT-A4 shall accrue
      interest at the related Uncertificated REMIC II Pass-Through Rate in effect
      from
      time to time, and shall be entitled to distributions of principal, subject
      to
      the terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M1: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M1 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M2: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M2 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M3: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M3 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M4: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M4 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M5: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M5 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-P: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-P shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-IO: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-IO shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time.

     

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

     

    REMIC
      II Regular Interest LT-ZZ Maximum Interest Deferral Amount: With respect to
      any Distribution Date, the excess of (i) accrued interest at the Uncertificated
      REMIC II Pass-Through Rate applicable to REMIC II Regular Interest LT-ZZ for
      such Distribution Date on a balance equal to the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-ZZ minus the REMIC II
      Overcollateralization Amount, in each case for such Distribution Date, over
      (ii)
      the Uncertificated Accrued Interest on REMIC II Regular Interest LT-A1, REMIC
      II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4 and
      REMIC II Regular Interest LT-M5 for such Distribution Date, with the rate on
      each such REMIC II Regular Interest subject to a cap equal to the related
      Pass-Through Rate provided, however, that for this purpose, the calculation
      of
      the Uncertificated REMIC II Pass-Through Rate and the related cap with respect
      to each such REMIC II Regular Interest shall be multiplied by a fraction, the
      numerator of which is the actual number of days in the Accrual Period and the
      denominator of which is thirty (30).

     

    REMIC
      II Targeted Overcollateralization Amount: 1.00% of the Targeted
      Overcollateralization Amount.

     

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

     

    REMIC
      III Certificate: Any  Certificate (other than the Class X
      Certificates and Class P Certificates).

     

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

     

    REMIC
      III Regular Interest: Any of the Class X Interest, Class P Interest, Class
      IO Interest, and any “regular interest” in REMIC III the ownership of which is
      represented by a  Senior Certificate or  Mezzanine
      Certificate.

     

    REMIC
      IV: The segregated pool of assets consisting of all the Class X Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of the Class
      X
      Certificates and the Class R-X Certificate (in respect of the Class R-4
      Interest), pursuant to Section 2.07 hereunder, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      V: The segregated pool of assets consisting of all of the Class P Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of the Class
      P
      Certificates and the Holders of the Class R-X Certificate (in respect of the
      Class R-5 Interest), pursuant to Section 2.07 hereunder, and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      VI: The segregated pool of assets consisting of all of the Class IO Interest
      conveyed in trust to the Trustee, for the benefit of the Holders of REMIC VI
      Regular Interest IO and the Holders of the Class R-X Certificate (in respect
      of
      the Class R-6 Interest), pursuant to Section 2.07, and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

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

     

    REMIC
      Opinion: Shall mean an Opinion of Counsel to the effect that the proposed
      action will not have an adverse affect on any REMIC created
      hereunder.

     

    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 proposed,
      temporary and final regulations and published rulings, notices and announcements
      promulgated thereunder, as the foregoing may be in effect from time to time
      as
      well as provisions of applicable state laws.

     

    REMIC
      Regular Interest: Any Regular Interest, REMIC I Regular Interest, REMIC II
      Regular Interest, Class X Interest, Class P Interest, Class IO Interest, REMIC
      VI Regular Interest IO or a Regular Certificate.

     

    Remittance
      Date: Shall mean the eighteenth (18th) day
      of the month
      and if such day is not a Business Day, the immediately preceding Business
      Day.

     

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

     

    Replacement
      Mortgage Loan: A Mortgage Loan or Mortgage Loans in the aggregate
      substituted by the Sponsor for a Deleted Mortgage Loan, which must, on the
      date
      of such substitution, as confirmed in a request for release in accordance with
      the terms of the Custodial Agreement, (i) have a Stated Principal Balance,
      after
      deduction of the principal portion of the Scheduled Payment due in the month
      of
      substitution, not in excess of, and not less than 90% of, the Stated Principal
      Balance of the Deleted Mortgage Loan; (ii) (a) have an adjustable Mortgage
      Rate
      not less than or more than 1% per annum higher than the Mortgage Rate of the
      Deleted Mortgage Loan; (iii) have the same or higher credit quality
      characteristics than that of the Deleted Mortgage Loan; (iv) have a
      Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have
      a
      remaining term to maturity no greater than (and not more than one year less
      than) that of the Deleted Mortgage Loan; (vi) be secured by a first lien on
      the
      related Mortgaged Property; (vii) constitute the same occupancy type as the
      Deleted Mortgage Loan or be owner occupied; (viii) have a Maximum Mortgage
      Interest Rate not less than the Maximum Mortgage Interest Rate on the Deleted
      Loan; (ix) have a Minimum Mortgage Interest Rate not less than the Minimum
      Mortgage Interest Rate of the Deleted Loan; (x) have a Gross Margin equal to
      the
      Gross Margin of the Deleted Loan; (xi) have a next Adjustment Date not more
      than
      two months later than the next Adjustment Date on the Deleted Loan; and (xii)
      comply with each representation and warranty set forth in the Mortgage Loan
      Purchase Agreement.

     

    Reportable
      Event: Has the meaning set forth in Section 5.16(b) of this
      Agreement.

     

    Reporting
      Servicer: Shall mean the Servicer, the Master Servicer, the Securities
      Administrator, the Custodian under the Custodial Agreement, and any Servicing
      Function Participant engaged by such parties.

     

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

     

    Residual
      Certificates: The Class R Certificates and Class R-X
      Certificates.

     

    Responsible
      Officer: With respect to the Trustee and the Securities Administrator, any
      Vice President, any Assistant Vice President, the Secretary, any Assistant
      Secretary, any Trust Officer, any other officer customarily performing functions
      similar to those performed by any of the above designated officers or other
      officers of the Trustee or the Securities Administrator specified by the Trustee
      or the Securities Administrator, as the case may be, having direct
      responsibility over this Agreement and customarily performing functions similar
      to those performed by any one of the designated officers, as 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.

     

    Rolling
      Three Month Delinquency Rate: With respect to any Distribution Date, the
      fraction, expressed as a percentage, equal to the average of the Delinquency
      Rates for each of the three (or one and two, in the case of the first and second
      Distribution Dates) immediately preceding months.

     

    S&P:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its
      successor in interest.

     

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

     

    Sarbanes-Oxley
      Certification: A written certification signed by an officer of the Master
      Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended
      from
      time to time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect
      from time to time; provided that if, after the Closing Date (a) the
      Sarbanes-Oxley Act of 2002 is amended, (b) the Rules referred to in clause
      (ii)
      are modified or superseded by any subsequent statement, rule or regulation
      of
      the Commission or any statement of a division thereof, or (c) any future
      releases, rules and regulations are published by the Commission from time to
      time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects
      the form or substance of the required certification and results in the required
      certification being, in the reasonable judgment of the Master Servicer,
      materially more onerous than the form of the required certification as of the
      Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the
      Master Servicer, the Depositor and the Sponsor following a negotiation in good
      faith to determine how to comply with any such new requirements.

     

    Scheduled
      Payment: With respect to each Mortgage Loan, the scheduled monthly payment
      on such Mortgage Loan due on any Due Date allocable to principal and/or interest
      on such Mortgage Loan.

     

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

     

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

     

    Senior
      Certificates:  The Class A-1, Class A-2, Class A-3 and Class A-4
      Certificates.

     

    Senior
      Enhancement Percentage: With respect to any Distribution Date and the Senior
      Certificates will be the fraction, expressed as a percentage, the numerator
      of
      which is the sum of the aggregate Certificate Principal Balance of the Mezzanine
      Certificates and the Overcollateralization Amount, in each case after giving
      effect to payments on such Distribution Date, and the denominator of which
      is
      the Aggregate Loan Balance of the Mortgage Loans for such Distribution Date
      (after giving effect to scheduled payments of principal due during the related
      Due Period to the extent received or advanced, unscheduled collections of
      principal received during the related Prepayment Period and after reduction
      for
      Realized Losses on the Mortgage Loans incurred during the related Due
      Period).

     

    Senior
      Principal Payment Amount: With respect to any Distribution Date on or after
      the Stepdown Date and as long as a  Trigger Event is not in effect
      with respect to such Distribution Date, will be the amount, if any, by which
      (x)
      the aggregate Certificate Principal Balance of the Senior Certificates
      immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
      product of (i) approximately 78.70% and (ii) the Aggregate Loan Balance of
      the
      Mortgage Loans for such Distribution Date (after giving effect to scheduled
      payments of principal due during the related Due Period to the extent received
      or advanced, unscheduled collections of principal received during the related
      Prepayment Period and after reduction for Realized Losses on the Mortgage Loans
      incurred during the related Due Period) and (B) the amount, if any, by which
      (i)
      the Aggregate Loan Balance of the Mortgage Loans for such Distribution Date
      (after giving effect to scheduled payments of principal due during the related
      Due Period to the extent received or advanced, unscheduled collections of
      principal received during the related Prepayment Period and after reduction
      for
      Realized Losses on the Mortgage Loans incurred during the related Due Period)
      exceeds (ii) 0.35% of the Aggregate Loan Balance of the Mortgage Loans as of
      the
      Cut-off Date.

     

    Senior
      Sequential Allocation Percentage: With respect to any Distribution Date, a
      fraction, expressed as a percentage, the numerator of which is the sum of the
      Certificate Principal Balances of the Class A-1, Class A-2 and Class A-3
      Certificates and the denominator of which is the aggregate Certificate Principal
      Balance of all of the Senior Certificates, in each case immediately prior to
      such Distribution Date.

     

    Servicer:  GMAC
      Mortgage, LLC or any successor thereto appointed hereunder in connection with
      the servicing and administration of the Mortgage Loans.

     

    Servicer
      Default: As defined in Section 8.01.

     

    Servicer
      Prepayment Charge Payment Amount: The amount payable by the Servicer in
      respect of any waived Prepayment Charges pursuant to
      Section 3.01.

     

    Servicer’s
      Assignee: As defined in Section 5.01(b)(ii).

     

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

     

    Servicing
      Advances: All customary, reasonable and necessary “out of pocket” costs and
      expenses (including reasonable legal fees) incurred in the performance by the
      Servicer of its servicing obligations hereunder, including, but not limited
      to,
      the cost of (i) the preservation, restoration, inspection, valuation and
      protection of a Mortgaged Property, (ii) any enforcement or judicial
      proceedings, including foreclosures, and including any expenses incurred in
      relation to any such proceedings that result from the Mortgage Loan being
      registered in the MERS® System, (iii) the management and liquidation of any REO
      Property (including, without limitation, realtor’s commissions), (iv) compliance
      with any obligations under Section 3.07 hereof to cause insurance to be
      maintained and (v) payment of taxes.

     

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

     

    Servicing
      Fee: As to each Mortgage Loan and any Distribution Date, an amount equal to
      1/12th of the Servicing Fee Rate multiplied by the Stated Principal Balance
      of
      such Mortgage Loan as of the last day of the related Due Period or, in the
      event
      of any payment of interest that accompanies a Principal Prepayment in full
      during the related Due Period made by the Mortgagor immediately prior to such
      prepayment, interest at the Servicing Fee Rate on the same Stated Principal
      Balance of such Mortgage Loan used to calculate the payment of interest on
      such
      Mortgage Loan.

     

    Servicing
      Fee Rate:  A weighted average rate of approximately 0.25% per
      annum per Mortgage Loan.

     

    Servicing
      Function Participant: Means any Subservicer or Subcontractor of the
      Servicer, the Master Servicer and the Securities Administrator, the Custodian,
      respectively.  For purposes of Section 5.18(d), such term also
      shall include the Servicer, the Master Servicer, the Securities Administrator
      and the Custodian, without regard to any threshold reference
      therein.

     

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

     

    Significance
      Percentage:  The percentage equivalent of a fraction, the
      numerator of which is (I) the present value (such calculation of present value
      using the two-year swaps rate made available at Bloomberg Financial Markets,
      L.P.) of the aggregate amount payable under the Swap Agreement (assuming that
      one-month LIBOR for each remaining Calculation Period (as defined in the Swap
      Agreement) beginning with the Calculation Period immediately following the
      related Distribution Date is equal to the sum of (a) the one-month LIBOR rate
      for each remaining Calculation Period made available at Bloomberg Financial
      Markets, L.P. by taking the following steps: (1) typing in the following
      keystrokes: fwcv , us , 3 ; (2) the Forwards shall be set to “1-Mo”; (3) the
      Intervals shall be set to “1-Mo”; and (4) the Points shall be set to equal the
      remaining term of the Swap Agreement in months and the Securities Administrator
      shall click (provided that the Depositor shall notify the Securities
      Administrator in writing of any changes to such keystrokes), (b) the percentage
      equivalent of a fraction, the numerator of which is 5.00% and the denominator
      of
      which is the initial number of Distribution Dates on which the Securities
      Administrator is entitled to receive payments under the Swap Agreement (the
      “Add-On Amount”) and (c) the Add-On Amount for each previous period) and the
      denominator of which is (II) the aggregate Certificate Principal Balance of
      the
      Senior Certificates and the Mezzanine Certificates on such Distribution Date
      (after giving effect to all distributions on such Distribution
      Date).

     

    Six-Month
      LIBOR:  The per annum rate equal to the average of interbank
      offered rates for Six-Month U.S. dollar-denominated deposits in the London
      market based on quotations of major banks as published in The Wall Street
      Journal and most recently available as of the time specified in the related
      Mortgage Note.

     

    Sponsor:
      Nomura Credit & Capital, Inc., a Delaware corporation, and its successors
      and assigns, in its capacity as seller of the Mortgage Loans to the
      Depositor.

     

    Startup
      Day: The Startup Day for each REMIC formed hereunder shall be the Closing
      Date.

     

    Stated
      Principal Balance: With respect to any Mortgage Loan or related REO Property
      and any Distribution Date, the Cut-off Date Principal Balance thereof minus
      the
      sum of (i) the principal portion of the Scheduled Payments due with respect
      to
      such Mortgage Loan during each Due Period ending prior to such Distribution
      Date
      (and irrespective of any delinquency in their payment), (ii) all Principal
      Prepayments with respect to such Mortgage Loan received prior to or during
      the
      related Prepayment Period, and all Liquidation Proceeds to the extent applied
      by
      the Servicer as recoveries of principal in accordance with Section 3.09 of
      this Agreement with respect to such Mortgage Loan, that were received by the
      Servicer as of the close of business on the last day of the Prepayment Period
      related to such Distribution Date and (iii) any Realized Losses on such Mortgage
      Loan incurred during the related Prepayment Period.  The Stated
      Principal Balance of a Liquidated Loan equals zero.

     

    Stepdown
      Date: Will be the earlier to occur of (i) the Distribution Date on which the
      aggregate Certificate Principal Balance of the Senior Certificates has been
      reduced to zero and (ii) the later to occur of (x) the Distribution Date in
      July
      2010 and (y) the first Distribution Date on which the Senior Enhancement
      Percentage (calculated for this purpose only after taking into account
      distributions of principal on the Mortgage Loans, but prior to any distributions
      to the holders of the Publicly Offered Certificates then entitled to
      distributions of principal on such Distribution Date) is greater than or equal
      to approximately 21.30%.

     

    Subcontractor:
      Shall mean any vendor, subcontractor or other Person who is not responsible
      for
      the overall servicing of Mortgage Loans but performs one or more discrete
      functions identified in Item 1122(d) of Regulation AB with respect to Mortgage
      Loans under the direction or authority of the Servicer (or a Subservicer of
      the
      Servicer), the Master Servicer, the Trustee, the Custodian or the Securities
      Administrator and each subcontractor is determined by the Person engaging the
      subcontractor to be “participating in the servicing function” within the meaning
      of Item 1122 of Regulation AB.

     

    Subsequent
      Recoveries: Means with respect to a defaulted Mortgage Loan the amounts
      recovered by the Servicer (net of reimbursable expenses) with respect to such
      Mortgage Loan with respect to which a Realized Loss was incurred, after the
      liquidation or disposition of such Mortgage Loan.

     

    Subservicer:
      Shall mean any Person who is identified in Item 1122(d) of Regulation AB that
      services the related Mortgage Loans on behalf of the Servicer or is engaged
      by
      the Master Servicer, the Securities Administrator or the Custodian and is
      responsible for the performance (whether directly or through subservicers or
      Subcontractors) of a substantial portion of the material servicing functions
      required to be performed by such Person under this Agreement or any subservicing
      agreement.

     

    Subservicing
      Agreement: Any agreement entered into between the Servicer and a Subservicer
      with respect to the subservicing of any Mortgage Loan subject to
      Section 3.03 of this Agreement.

     

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

     

    Successor
      Servicer: Any successor to the Servicer appointed pursuant to
      Section 8.02 of this Agreement after the occurrence of a Servicer Default
      or upon the resignation of the Servicer pursuant to this Agreement.

     

    Supplemental
      Interest Trust:  The corpus of a trust created pursuant to
      Section 5.14 of this Agreement and designated as the “Supplemental Interest
      Trust,” consisting of the Swap Agreement, the Class IO Interest and the right to
      receive payments in respect of the Class IO Distribution Amount.  For
      the avoidance of doubt, the Supplemental Interest Trust does not constitute
      a
      part of the Trust Fund.

     

    Supplemental
      Interest Trust Trustee:  HSBC Bank USA, National Association, or
      any successor thereto.

     

    Swap
      Agreement:  The interest rate swap agreement, dated as of July 10,
      2007, between the Supplemental Interest Trust Trustee and the Swap Provider,
      including any schedule, confirmations, credit support annex or other credit
      support document relating thereto, and attached hereto as Exhibit
      O.

     

    Swap
      Credit Support Annex:  The credit support annex, dated as of July
      10, 2007, between the Supplemental Interest Trust Trustee and the Swap Provider,
      which is annexed to and forms part of the Swap Agreement.

     

    Swap
      LIBOR:  LIBOR as determined pursuant to the Swap
      Agreement.

     

    Swap
      Provider:  The swap provider under the Swap
      Agreement.  Initially, the Swap Provider shall be Swiss Re Financial
      Products Corporation.

     

    Swap
      Provider Trigger Event:  A Swap Provider Trigger Event shall have
      occurred if any of an Event of Default (under the Swap Agreement) with respect
      to which the Swap Provider is a Defaulting Party, a Termination Event (under
      the
      Swap Agreement) with respect to which the Swap Provider is the sole Affected
      Party or an Additional Termination Event (under the Swap Agreement) with respect
      to which the Swap Provider is the sole Affected Party has occurred.

     

    Swap
      Termination Payment:  Upon the designation of an “Early
      Termination Date” as defined in the related Swap Agreement, the payment to be
      made by the Supplemental Interest Trust to the Swap Provider, or by the Swap
      Provider to the Supplemental Interest Trust, as applicable, pursuant to the
      terms of the Swap Agreement.

     

    Targeted
      Overcollateralization Amount: With respect to any Distribution Date prior to
      the Stepdown Date, approximately 1.65% of the Aggregate Loan Balance of the
      Mortgage Loans as of the Cut-off Date; with respect to any Distribution Date
      on
      or after the Stepdown Date and with respect to which a  Trigger Event
      is not in effect, the greater of (a) approximately 3.30% of the Aggregate Loan
      Balance of the Mortgage Loans for such Distribution Date (after giving effect
      to
      scheduled payments of principal due during the related Due Period to the extent
      received or advanced, unscheduled collections of principal received during
      the
      related Prepayment Period and after reduction for Realized Losses on the
      Mortgage Loans incurred during the related Due Period), or (b) 0.35% of the
      Aggregate Loan Balance of the Mortgage Loans as of the Cut-off Date; with
      respect to any Distribution Date on or after the Stepdown Date with respect
      to
      which a  Trigger Event is in effect, the Targeted
      Overcollateralization Amount for such Distribution Date will be equal to the
      Targeted Overcollateralization Amount for the Distribution Date immediately
      preceding such Distribution Date.  Notwithstanding the foregoing, on
      and after any Distribution Date following the reduction of the aggregate
      Certificate Principal Balance of the Senior Certificates
      and  Mezzanine Certificates to zero, the Targeted
      Overcollateralization Amount shall be zero.

     

    Tax
      Matters Person: The person designated as “tax matters person” in the manner
      provided under Treasury regulation Section 1.860F-4(d) and temporary Treasury
      regulation Section 301.6231(a)(7)-1T. The Holder of the greatest Percentage
      Interest in a Class of Residual Certificates shall be the Tax Matters Person
      for
      the related REMIC. The Securities Administrator, or any successor thereto or
      assignee thereof shall serve as tax administrator hereunder and as agent for
      the
      related Tax Matters Person.

     

    Termination
      Price: The price, calculated as set forth in Section 10.01, to be paid
      in connection with the purchase of the Mortgage Loans and REO Properties
      pursuant to Section 10.01.

     

    Transaction
      Party: Shall mean the Depositor, the Sponsor, the Trustee, the Servicer, the
      Master Servicer, the Securities Administrator, the Custodian, the Certificate
      Insurer and the Swap Provider.

     

    Transfer
      Affidavit: As defined in Section 6.02(c).

     

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

     

    Trigger
      Event: A Trigger Event will occur for any Distribution Date if either (i)
      the Rolling Three Month Delinquency Rate as of the last day of the related
      Due
      Period equals or exceeds 32.86% of the Senior Enhancement Percentage for such
      Distribution Date or (ii) the cumulative Realized Losses as a percentage of
      the
      original Aggregate Loan Balance of the Mortgage Loans on the Closing Date for
      such Distribution Date is greater than the percentage set forth in the following
      table:

     

    
      	
              
                Range
                  of Distribution Dates

              

            	
              
                Cumulative
                  Loss Percentage

              

            
	
              July
                2009 – June 2010

            	
              0.30%*

            
	
              July
                2010 – June 2011

            	
              0.75%*

            
	
              July
                2011 – June 2012

            	
              1.30%*

            
	
              July
                2012 – June 2013

            	
              1.90%*

            
	
              July
                2013 – June 2014

            	
              2.20%*

            
	
              July
                2014 and thereafter

            	
              2.25%

            


    

    


    *The
      cumulative loss percentages set forth above are applicable to the first
      Distribution Date in the corresponding range of Distribution Dates. The
      cumulative loss percentage for each succeeding Distribution Date in a range
      increases incrementally by 1/12 of the positive difference between the
      percentage applicable to the first Distribution Date in that range and the
      percentage applicable to the first Distribution Date in the succeeding
      range.

     

    Trust
      Fund:  Collectively, the assets of REMIC I, REMIC II, REMIC III,
      REMIC IV, REMIC V, REMIC VI and the Basis Risk Shortfall Reserve Fund. For
      the
      avoidance of doubt, the Trust Fund does not include the Supplemental Interest
      Trust.

     

    Trustee:
      HSBC Bank USA, National Association, a national banking association, not in
      its
      individual capacity, but solely in its capacity as trustee for the benefit
      of
      the Certificateholders under this Agreement, and any successor thereto, and
      any
      corporation or national banking association resulting from or surviving any
      consolidation or merger to which it or its successors may be a party and any
      successor trustee as may from time to time be serving as successor trustee
      hereunder.

     

    Uncertificated
      Accrued Interest: With respect to each Uncertificated REMIC Regular Interest
      on each Distribution Date, an amount equal to one month’s interest at the
      related Uncertificated Pass-Through Rate on the Uncertificated Principal Balance
      of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest
      will be reduced by any Prepayment Interest Shortfalls and shortfalls resulting
      from application of the Relief Act (allocated to such REMIC Regular Interests
      as
      set forth in Sections 1.02, 5.07, 5.08 and 5.09).

     

    Uncertificated
      Notional Amount:  With respect to the Class X Interest and any
      Distribution Date, an amount equal to the aggregate Uncertificated Principal
      Balance of the REMIC II Regular Interests (other than REMIC II Regular Interest
      LT-P and REMIC II Regular Interest LT-IO) for such Distribution
      Date.

     

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

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  I Regular Interests

              

            
	
              1

            	
              I-1-A
                through I-60-A

            
	
              2

            	
              I-2-A
                through I-60-A

            
	
              3

            	
              I-3-A
                through I-60-A

            
	
              4

            	
              I-4-A
                through I-60-A

            
	
              5

            	
              I-5-A
                through I-60-A

            
	
              6

            	
              I-6-A
                through I-60-A

            
	
              7

            	
              I-7-A
                through I-60-A

            
	
              8

            	
              I-8-A
                through I-60-A

            
	
              9

            	
              I-9-A
                through I-60-A

            
	
              10

            	
              I-10-A
                through I-60-A

            
	
              11

            	
              I-11-A
                through I-60-A

            
	
              12

            	
              I-12-A
                through I-60-A

            
	
              13

            	
              I-13-A
                through I-60-A

            
	
              14

            	
              I-14-A
                through I-60-A

            
	
              15

            	
              I-15-A
                through I-60-A

            
	
              16

            	
              I-16-A
                through I-60-A

            
	
              17

            	
              I-17-A
                through I-60-A

            
	
              18

            	
              I-18-A
                through I-60-A

            
	
              19

            	
              I-19-A
                through I-60-A

            
	
              20

            	
              I-20-A
                through I-60-A

            
	
              21

            	
              I-21-A
                through I-60-A

            
	
              22

            	
              I-22-A
                through I-60-A

            
	
              23

            	
              I-23-A
                through I-60-A

            
	
              24

            	
              I-24-A
                through I-60-A

            
	
              25

            	
              I-25-A
                through I-60-A

            
	
              26

            	
              I-26-A
                through I-60-A

            
	
              27

            	
              I-27-A
                through I-60-A

            
	
              28

            	
              I-28-A
                through I-60-A

            
	
              29

            	
              I-29-A
                through I-60-A

            
	
              30

            	
              I-30-A
                through I-60-A

            
	
              31

            	
              I-31-A
                through I-60-A

            
	
              32

            	
              I-32-A
                through I-60-A

            
	
              33

            	
              I-33-A
                through I-60-A

            
	
              34

            	
              I-34-A
                through I-60-A

            
	
              35

            	
              I-35-A
                through I-60-A

            
	
              36

            	
              I-36-A
                through I-60-A

            
	
              37

            	
              I-37-A
                through I-60-A

            
	
              38

            	
              I-38-A
                through I-60-A

            
	
              39

            	
              I-39-A
                through I-60-A

            
	
              40

            	
              I-40-A
                through I-60-A

            
	
              41

            	
              I-41-A
                through I-60-A

            
	
              42

            	
              I-42-A
                through I-60-A

            
	
              43

            	
              I-43-A
                through I-60-A

            
	
              44

            	
              I-44-A
                through I-60-A

            
	
              45

            	
              I-45-A
                through I-60-A

            
	
              46

            	
              I-46-A
                through I-60-A

            
	
              47

            	
              I-47-A
                through I-60-A

            
	
              48

            	
              I-48-A
                through I-60-A

            
	
              49

            	
              I-49-A
                through I-60-A

            
	
              50

            	
              I-50-A
                through I-60-A

            
	
              51

            	
              I-51-A
                through I-60-A

            
	
              52

            	
              I-52-A
                through I-60-A

            
	
              53

            	
              I-53-A
                through I-60-A

            
	
              54

            	
              I-54-A
                through I-60-A

            
	
              55

            	
              I-55-A
                through I-60-A

            
	
              56

            	
              I-56-A
                through I-60-A

            
	
              57

            	
              I-57-A
                through I-60-A

            
	
              58

            	
              I-58-A
                through I-60-A

            
	
              59

            	
              I-59-A
                and I-60-A

            
	
              60

            	
              I-60-A

            
	
              thereafter

            	
              $0.00

            


    

    


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

     

    Uncertificated
      Principal Balance: With respect to each REMIC Regular Interest, the
      principal amount of such REMIC Regular Interest outstanding as of any date
      of
      determination. As of the Closing Date, the Uncertificated Principal Balance
      of
      each REMIC Regular Interest shall equal the amount set forth in the Preliminary
      Statement hereto as its initial Uncertificated Principal Balance. On each
      Distribution Date, the Uncertificated Principal Balance of each REMIC Regular
      Interest shall be reduced by all distributions of principal made on such REMIC
      Regular Interest on such Distribution Date pursuant to Section 5.07 and, if
      and to the extent necessary and appropriate, shall be further reduced on such
      Distribution Date by Realized Losses as provided in Section 5.07. The
      Uncertificated Principal Balance of each REMIC Regular Interest shall never
      be
      less than zero.

     

    Uncertificated
      REMIC I Pass-Through Rate:  With respect to REMIC Regular Interest
      I, a per annum rate equal to the weighted average Net Mortgage Rate of the
      Mortgage Loans.  With respect to each Regular Interest ending with the
      designation “A”, a per annum rate equal to the weighted average Net Mortgage
      Rate of the Mortgage Loans multiplied by 2, subject to a maximum rate of (a)
      with respect to the distribution date in July 2007 up to and including the
      distribution date in June 2009, 11.50%, (b) with respect to the distribution
      date in July 2009 up to and including the distribution date in June 2010, 11.00%
      and (c) with respect to the distribution dates beginning in July 2010 up to
      and
      including the distribution date in June 2012, 10.50%.  With respect to
      each Regular Interest ending with the designation “B”, the greater of (x) a per
      annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
      average Net Mortgage Rate of the Mortgage Loans over (ii) (a) with respect
      to
      the distribution date in July 2007 up to and including the distribution date
      in
      June 2009, 11.50%, (b) with respect to the distribution date in July 2009 up
      to
      and including the distribution date in June 2010, 11.00% and (c) with respect
      to
      the distribution dates beginning in July 2010 up to and including the
      distribution date in June 2012, 10.50% and (y) 0.00%. 

     

    Uncertificated
      REMIC II Pass-Through Rate:  With respect to REMIC II Regular
      Interest LT-AA, REMIC II Regular Interest LT-A1, REMIC II Regular Interest
      LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC
      II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
      LT-M5
      and REMIC II Regular Interest LT-ZZ, a per annum rate (but not less than zero)
      equal to the weighted average of (w) with respect to REMIC I Regular Interest
      I,
      the Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest
      for each such Distribution Date, (x) with respect to REMIC I Regular Interests
      ending with the designation “B”, the weighted average of the Uncertificated
      REMIC I Pass-Through Rate for such REMIC I Regular Interests, weighted on the
      basis of the Uncertificated Principal Balance of such REMIC I Regular Interests
      for each such Distribution Date and (y) with respect to REMIC I Regular
      Interests ending with the designation “A”, for each Distribution Date listed
      below, the weighted average of the rates listed below for each such REMIC I
      Regular Interest listed below, weighted on the basis of the Uncertificated
      Principal Balance of each such REMIC I Regular Interest for each such
      Distribution Date:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  I Regular Interest

              

            	
              
                Rate

              

            
	
              1

            	
              I-1-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	
              2

            	
              I-2-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              3

            	
              I-3-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              4

            	
              I-4-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              5

            	
              I-5-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              6

            	
              I-6-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              7

            	
              I-7-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              8

            	
              I-8-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              9

            	
              I-9-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              10

            	
              I-10-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              11

            	
              I-11-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              12

            	
              I-12-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              13

            	
              I-13-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              14

            	
              I-14-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              15

            	
              I-15-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              16

            	
              I-16-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              17

            	
              I-17-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              18

            	
              I-18-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              19

            	
              I-19-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              20

            	
              I-20-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              21

            	
              I-21-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              22

            	
              I-22-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              23

            	
              I-23-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              24

            	
              I-24-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              25

            	
              I-25-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              26

            	
              I-26-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              27

            	
              I-27-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              28

            	
              I-28-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              29

            	
              I-29-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              30

            	
              I-30-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              31

            	
              I-31-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              32

            	
              I-32-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              33

            	
              I-33-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              34

            	
              I-34-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              35

            	
              I-35-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              36

            	
              I-36-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              37

            	
              I-37-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              38

            	
              I-38-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              39

            	
              I-39-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              40

            	
              I-40-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              41

            	
              I-41-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              42

            	
              I-42-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              43

            	
              I-43-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              44

            	
              I-44-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              45

            	
              I-45-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              46

            	
              I-46-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              47

            	
              I-47-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              48

            	
              I-48-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              49

            	
              I-49-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              50

            	
              I-50-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              51

            	
              I-51-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-50-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              52

            	
              I-52-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              53

            	
              I-53-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-52-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              54

            	
              I-54-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-53-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              55

            	
              I-55-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-54-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              56

            	
              I-56-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-55-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              57

            	
              I-57-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-56-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              58

            	
              I-58-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-57-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              59

            	
              I-59-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-58-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              60

            	
              I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-59-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-60-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            


    

    


    With
      respect to REMIC II Regular Interest LT-IO, the excess of (i) the Uncertificated
      REMIC I Pass-Through Rates for REMIC I Regular Interests ending with the
      designation “A”, over (ii) 2 multiplied by Swap LIBOR.

     

    Uncertificated
      REMIC Regular Interest: The REMIC I Regular Interests, REMIC II Regular
      Interests, the Class X Interest, Class P Interest, Class X Interest,
      Class P Interest and Class IO Interest.

     

    Voting
      Rights: The portion of the voting rights of all the Certificates that is
      allocated to any Certificate for purposes of the voting provisions
      hereunder.  Voting Rights shall be allocated (i) 98% to the Publicly
      Offered Certificates and (ii) 1% to each of the Class X Certificates and Class
      P
      Certificates. Voting rights will be allocated among the Certificates of each
      such Class in accordance with their respective Percentage
      Interests.  The Residual Certificates will not be allocated any Voting
      Rights. Notwithstanding the foregoing, the Voting Rights of the Senior
      Certificates shall be held by the Certificate Insurer (so long as no Certificate
      Insurer Default exists).

     

    Section
      1.02  Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of the Interest Remittance Amount for the
      Senior Certificates,  Mezzanine Certificates and Class X Certificates
      for any Distribution Date, (1) the aggregate amount of any Net Interest
      Shortfalls in respect of the Mortgage Loans for any Distribution Date shall
      reduce the Interest Remittance Amount on a pro rata basis based on, and
      to the extent of, one month’s interest at the then applicable respective
      Pass-Through Rate on the respective Certificate Principal Balance of each Class
      of  Senior Certificates and  Mezzanine Certificates and (2)
      the aggregate amount of any Realized Losses allocated to the Senior Certificates
      and Mezzanine Certificates and Basis Risk Shortfalls allocated to the Senior
      Certificates and  Mezzanine Certificates for any Distribution Date
      shall be allocated to the Class X Certificates based on, and to the extent
      of,
      one month’s interest at the then applicable respective Pass-Through Rate on the
      Certificate Notional Balance thereof on any Distribution Date.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC I Regular Interests for any Distribution Date the aggregate amount of
      any
      Net Interest Shortfalls incurred in respect of the Mortgage Loans for any
      Distribution Date shall be allocated first, to REMIC I
      Regular Interest I and to the REMIC I Regular Interests ending with the
      designation “B”, pro rata based on, and to the extent of, one month’s
      interest at the then applicable respective Uncertificated REMIC I Pass-Through
      Rates on the respective Uncertificated Principal Balances of each such REMIC
      I
      Regular Interest, and then, to REMIC I Regular Interests ending with the
      designation “A”, pro rata based on, and to the extent of, one month’s interest
      at the then applicable respective Uncertificated REMIC I Pass-Through Rates
      on
      the respective Uncertificated Principal Balances of each such REMIC I Regular
      Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC II Regular Interests for any Distribution Date:

     

    The
      aggregate amount of any Net Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date shall be
      allocated among REMIC II Regular Interest LT-AA, REMIC II
      Regular Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular
      Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular Interest
      LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC
      II Regular Interest LT-M4, REMIC II Regular Interest LT-M5 and REMIC II Regular
      Interest LT-ZZ, pro rata based on, and to the extent of, one month’s
      interest at the then applicable respective Uncertificated REMIC II Pass-Through
      Rate on the respective Uncertificated Principal Balance of each such REMIC
      II
      Regular Interest.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

     

    CONVEYANCE
      OF TRUST FUND REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01  Conveyance
      of Trust Fund.

     

    The
      Sponsor hereby sells, transfers, assigns, sets over and otherwise conveys to
      the
      Depositor, without recourse, all the right, title and interest of the Sponsor
      in
      and to the assets in the Trust Fund.

     

    The
      Sponsor has entered into this Agreement in consideration for the purchase of
      the
      Mortgage Loans by the Depositor and has agreed to take the actions specified
      herein.

     

    The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      use
      and benefit of the Certificateholders and the Certificate Insurer, without
      recourse, all the right, title and interest of the Depositor in and to the
      Trust
      Fund.

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage
      Loan Purchase Agreement.  The Trustee hereby accepts such assignment,
      and shall be entitled to exercise all rights of the Depositor under the Mortgage
      Loan Purchase Agreement as if, for such purpose, it were the
      Depositor.  The foregoing sale, transfer, assignment, set-over,
      deposit and conveyance does not and is not intended to result in creation or
      assumption by the Trustee of any obligation of the Depositor, the Sponsor or
      any
      other Person in connection with the Mortgage Loans or any other agreement or
      instrument relating thereto except as specifically set forth
      herein.

     

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

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of the Mortgage Files and preparation and delivery of the
      certifications shall be performed by the Custodian pursuant to the terms and
      conditions of the Custodial Agreement.

     

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

     

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

     

    Section
      2.02  Acceptance
      of the Mortgage Loans.

     

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

     

    (b)  In
      conducting the review of the Mortgage Files in accordance with the Custodial
      Agreement, the Custodian on the Trustee’s behalf will ascertain whether all
      required documents have been executed and received and whether those documents
      relate to the Mortgage Loans identified in Exhibit B to this Agreement, as
      supplemented. If the Custodian finds any document constituting part of the
      Mortgage File not to have been executed or received, or to be unrelated to
      the
      Mortgage Loans identified in Exhibit B, the Sponsor shall correct or cure any
      such defect or, if prior to the end of the second anniversary of the Closing
      Date, the Sponsor may substitute for the related Mortgage Loan a Replacement
      Mortgage Loan, which substitution shall be accomplished in the manner and
      subject to the conditions set forth in Section 2.03 or shall deliver to the
      Trustee an Opinion of Counsel to the effect that such defect does not materially
      or adversely affect the interests of the Certificateholders or the Certificate
      Insurer in such Mortgage Loan within sixty (60) days from the date of notice
      from the Custodian of the defect and if the Sponsor fails to correct or cure
      the
      defect or deliver such opinion within such period, the Sponsor will, subject
      to
      Section 2.03, within ninety (90) days from the notification of the
      Custodian purchase such Mortgage Loan at the Purchase Price; provided, however,
      that if such defect relates solely to the inability of the Sponsor to deliver
      the Mortgage, assignment thereof to the Custodian, or intervening assignments
      thereof with evidence of recording thereon because such documents have been
      submitted for recording and have not been returned by the applicable
      jurisdiction, the Sponsor shall not be required to purchase such Mortgage Loan
      if the Sponsor delivers such documents promptly upon receipt, but in no event
      later than 360 days after the Closing Date.

     

    (c)  No
      later
      than 180 days after the Closing Date, the Custodian on the Trustee’s behalf will
      review, for the benefit of the Certificateholders and the Certificate Insurer,
      the Mortgage Files and will execute and deliver or cause to be executed and
      delivered to the Sponsor and the Trustee, a final trust receipt substantially
      in
      the form annexed to the Custodial Agreement. In conducting such review, the
      Custodian on the Trustee’s behalf and in accordance with the terms of the
      Custodial Agreement will ascertain whether each document required to be recorded
      has been returned from the recording office with evidence of recording thereon
      and the Custodian on the Trustee’s behalf has received either an original or a
      copy thereof, as required in the Custodial Agreement. If the Custodian finds
      that any document with respect to a Mortgage Loan has not been received, or
      is
      unrelated to the Mortgage Loans identified in Exhibit B or appears to be
      defective on its face, the Custodian shall note such defect in the exception
      report attached the final trust receipt issued pursuant to the Custodial
      Agreement and the Sponsor shall correct or cure any such defect or, if prior
      to
      the end of the second anniversary of the Closing Date, the Sponsor may
      substitute for the related Mortgage Loan a Replacement Mortgage Loan, which
      substitution shall be accomplished in the manner and subject to the conditions
      set forth in Section 2.03 or shall deliver to the Trustee an Opinion of
      Counsel to the effect that such defect does not materially or adversely affect
      the interests of the Certificateholders or the Certificate Insurer in such
      Mortgage Loan within sixty (60) days from the date of notice from the Trustee
      of
      the defect and if the Sponsor is unable within such period to correct or cure
      such defect, or to substitute the related Mortgage Loan with a Replacement
      Mortgage Loan or to deliver such opinion, the Sponsor shall, subject to
      Section 2.03, within ninety (90) days from the notification of the Trustee,
      purchase such Mortgage Loan at the Purchase Price; provided, however, that
      if
      such defect relates solely to the inability of the Sponsor to deliver the
      Mortgage, assignment thereof to the Trustee or intervening assignments thereof
      with evidence of recording thereon, because such documents have not been
      returned by the applicable jurisdiction, the Sponsor shall not be required
      to
      purchase such Mortgage Loan, if the Sponsor delivers such documents promptly
      upon receipt, but in no event later than 360 days after the Closing
      Date.

     

    (d)  In
      the
      event that a Mortgage Loan is purchased by the Sponsor in accordance with
      subsections 2.02(a) or (b) above or Section 2.03, the Sponsor shall remit
      the applicable Purchase Price to the Servicer for deposit in the Custodial
      Account and shall provide written notice to the Securities Administrator
      detailing the components of the Purchase Price, signed by an authorized officer.
      Upon deposit of the Purchase Price in the Custodial Account and upon receipt
      of
      a request for release (in the form attached to the related Custodial Agreement)
      with respect to such Mortgage Loan, the Custodian, on behalf of the Trustee,
      will release to the Sponsor the related Mortgage File and the Trustee shall
      execute and deliver all instruments of transfer or assignment, without recourse,
      furnished to it by the Sponsor, as are necessary to vest in the Sponsor title
      to
      and rights under the Mortgage Loan. Such purchase shall be deemed to have
      occurred on the date on which the deposit into the Custodial Account was made.
      The Trustee shall promptly notify the Rating Agencies and the Certificate
      Insurer of such repurchase. The obligation of the Sponsor to cure, repurchase
      or
      substitute for any Mortgage Loan as to which a defect in a constituent document
      exists shall be the sole remedies respecting such defect available to the
      Certificateholders, the Certificate Insurer or the Trustee on their
      behalf.  The Sponsor shall promptly reimburse the Trustee for any
      expenses incurred by the Trustee in respect of enforcing the remedies for such
      breach.

     

    (e)  The
      Sponsor shall deliver to the Custodian the Mortgage Note and other documents
      constituting the Mortgage File with respect to any Replacement Mortgage Loan,
      which the Custodian will review as provided in the Custodial Agreement,
      provided, that the Closing Date referred to therein shall instead be the date
      of
      delivery of the Mortgage File with respect to each Replacement Mortgage
      Loan.

     

    Section
      2.03  Representations,
      Warranties and Covenants of the Servicer and the Sponsor.

     

    (a)  The
      Servicer hereby represents and warrants to, and covenants with, the Sponsor,
      the
      Depositor, the Master Servicer, the Securities Administrator, the Trustee and
      the Certificate Insurer as follows, as of the Closing Date:

     

    (i)  It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the State of Delaware and is duly authorized and qualified to transact any
      and
      all business contemplated by this Agreement to be conducted by it 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
      ensure its ability to 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.

     

    (ii)  It
      has
      the full corporate power and authority to 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
      corporate action on its part 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 its legal, valid and
      binding obligation, enforceable against it in accordance with its terms, except
      that (a) the enforceability hereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally and (b) 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
      and
      further subject to public policy with respect to indemnity and contribution
      under applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by it, the servicing of the Mortgage
      Loans by it 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 its ordinary course of business and
      will
      not (A) result in a material breach of any term or provision of its certificate
      of formation or operating agreement or (B) 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 it
      is a
      party or by which it may be bound, or (C) constitute a material violation of
      any
      statute, order or regulation applicable to it of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it; and
      it
      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 its ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  It
      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.

     

    (v)  No
      litigation is pending or, to the best of its knowledge, threatened in writing,
      against it that would materially and adversely affect the execution, delivery
      or
      enforceability of this Agreement or its ability to service the Mortgage Loans
      or
      to perform any of its other obligations under this Agreement in accordance
      with
      the terms hereof.

     

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

     

    (vii)  The
      Servicer has accurately and fully reported, and will continue to accurately
      and
      fully report, its borrower credit files to each of the credit repositories
      in a
      timely manner materially in accordance with the Fair Credit Reporting Act and
      its implementing legislation.

     

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

     

    (ix)  The
      Servicer will not waive any Prepayment Charge with respect to a the Mortgage
      Loan unless it is waived in accordance with the standard set forth in
      Section 3.01.

     

    If
      the
      covenant of the Servicer set forth in Section 2.03(a)(ix) above is breached
      by the Servicer, the Servicer will pay the amount of such waived Prepayment
      Charge, for the benefit of the Holders of the Class P by depositing such amount
      into the Custodial Account within ninety (90) days of the earlier of discovery
      by the Servicer or receipt of notice by the Servicer of such
      breach.  Notwithstanding the foregoing, or anything to the contrary
      contained in this Agreement, the Servicer shall have no liability for a waiver
      of any Prepayment Charge in the event that the Servicer’s determination to make
      such a waiver was made by the Servicer in reliance on information properly
      received by the Servicer from any Person in accordance with the terms of this
      Agreement.

     

    (b)  The
      Sponsor hereby represents and warrants to and covenants with, the Depositor,
      the
      Servicer, the Master Servicer, the Securities Administrator, the Trustee and
      the
      Certificate Insurer as follows, as of the Closing Date:

     

    (i)  The
      Sponsor is duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by the Sponsor
      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 ensure its ability to enforce each Mortgage Loan, to sell 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.

     

    (ii)  The
      Sponsor has the full corporate power and authority to sell 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 corporate action on the part of the Sponsor 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 Sponsor, enforceable
      against the Sponsor in accordance with its terms, except that (a) the
      enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally and
      (b) 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 and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Sponsor, the sale of the
      Mortgage Loans by the Sponsor 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 Sponsor and will not (A) result in a material breach of any term or
      provision of the charter or by-laws of the Sponsor or (B) 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 Sponsor is a party or by which it may be bound, or (C) constitute
      a
      material violation of any statute, order or regulation applicable to the Sponsor
      of any court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Sponsor; and the Sponsor 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 Sponsor’s ability to perform or
      meet any of its obligations under this Agreement.

     

    (iv)  The
      Sponsor is an approved seller 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.

     

    (v)  No
      litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
      against the Sponsor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Sponsor
      to
      sell the Mortgage Loans or to perform any of its other obligations under this
      Agreement in accordance with the terms hereof.

     

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

     

    (vii)  The
      representations and warranties set forth in Section 8 of the Mortgage Loan
      Purchase Agreement are true and correct as of the Closing Date.

     

    (viii)  No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable law and no Mortgage Loan is Classified and/or defined as
      a
“high cost”, “covered”, “high risk home” or “predatory” loan under any other
      state, federal or local law or regulation or ordinance (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).

     

    (ix)  No
      loan
      is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
      in
      Appendix E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.6 Revised (attached hereto as Exhibit K) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed by
      the
      Georgia Fair Lending Act.

     

    (x)  Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, predatory, abusive
      lending or disclosure laws applicable to the origination and servicing of the
      Mortgage Loans have been complied with in all material respects.

     

    (c)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 2.03(b)(viii), (ix) and (x) and
      Section 8 of the Mortgage Loan Purchase Agreement that materially and
      adversely affects the interests of the Certificateholders or the Certificate
      Insurer in any Mortgage Loan, the party discovering such breach shall give
      prompt written notice thereof to the other parties. The Sponsor hereby covenants
      with respect to the representations and warranties set forth in
      Section 2.03(b)(viii), (ix) and (x) and Section 8 of the Mortgage Loan
      Purchase Agreement, that within ninety (90) days of the discovery of a breach
      of
      any representation or warranty set forth therein that materially and adversely
      affects the interests of the Certificateholders or the Certificate Insurer
      in
      any Mortgage Loan, it shall cure such breach in all material respects and,
      if
      such breach is not so cured, (i) prior to the second anniversary of the Closing
      Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund
      and substitute in its place a Replacement Mortgage Loan, 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; provided that any such substitution pursuant
      to
      (i) above or repurchase pursuant to (ii) above shall not be effected prior
      to
      the delivery to the Trustee of an Opinion of Counsel if required by
      Section 2.05 and any such substitution pursuant to (i) above shall not be
      effected prior to the additional delivery to the Custodian of a request for
      release in accordance with the Custodial Agreement. The Sponsor shall promptly
      reimburse the Trustee for any expenses reasonably incurred by the Trustee in
      respect of enforcing the remedies for such breach. To enable the Servicer to
      amend the Mortgage Loan Schedule, the Sponsor shall, unless it cures such breach
      in a timely fashion pursuant to this Section 2.03, promptly notify the
      Trustee whether it intends either to repurchase, or to substitute for, the
      Mortgage Loan affected by such breach. With respect to the representations
      and
      warranties in Section 8 of the Mortgage Loan Purchase Agreement that are
      made to the best of the Sponsor’s knowledge, if it is discovered by any of the
      Depositor, the Sponsor or the Trustee that the substance of such representation
      and warranty is inaccurate and such inaccuracy materially and adversely affects
      the value of the related Mortgage Loan, notwithstanding the Sponsor’s lack of
      knowledge with respect to the substance of such representation or warranty,
      the
      Sponsor shall nevertheless be required to cure, substitute for or repurchase
      the
      affected Mortgage Loan in accordance with the
      foregoing.  Notwithstanding the foregoing, any breach of a
      representation or warranty contained in clauses (xxxvii), (xxxviii), (xxxix),
      (xl) and/or (xlv) of Section 8 of the Mortgage Loan Purchase Agreement shall
      be
      automatically deemed to materially and adversely affect the interests of the
      Certificateholders and the Certificate Insurer.

     

    (d)  With
      respect to any Replacement Mortgage Loan or Loans, the Sponsor shall deliver
      to
      the Custodian for the benefit of the Certificateholders or the Certificate
      Insurer such documents and agreements as are required by Section 2 of the
      Custodial Agreement. No substitution will be made in any calendar month after
      the Determination Date for such month. Scheduled Payments due with respect
      to
      Replacement Mortgage Loans in the Due Period related to the Distribution Date
      on
      which such proceeds are to be distributed shall not be part of the Trust Fund
      and will be retained by the Sponsor. For the month of substitution,
      distributions to Certificateholders will include the Scheduled Payment due
      on
      any Deleted Mortgage Loan for the related Due Period and thereafter the Sponsor
      shall be entitled to retain all amounts received in respect of such Deleted
      Mortgage Loan. The Servicer shall amend the Mortgage Loan Schedule for the
      benefit of the Certificateholders and the Certificate Insurer to reflect the
      removal of such Deleted Mortgage Loan and the substitution of the Replacement
      Mortgage Loan or Loans and shall deliver the amended Mortgage Loan Schedule
      to
      the Trustee, the Master Servicer and the Securities Administrator. Upon such
      substitution, the Replacement Mortgage Loan or Loans shall be subject to the
      terms of this Agreement in all respects, and the Sponsor shall be deemed to
      have
      made with respect to such Replacement Mortgage Loan or Loans, as of the date
      of
      substitution, the representations and warranties set forth in Section 8 of
      the Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon
      any such substitution and the deposit into the Custodial Account of the amount
      required to be deposited therein in connection with such substitution as
      described in the following paragraph and receipt by the Custodian of a request
      for release for such Mortgage Loan in accordance with the Custodial Agreement,
      the Custodian on behalf of the Trustee shall release to the Sponsor the Mortgage
      File relating to such Deleted Mortgage Loan and held for the benefit of the
      Certificateholders and the Certificate Insurer and the Trustee shall execute
      and
      deliver at the Sponsor’s direction such instruments of transfer or assignment as
      have been prepared by the Sponsor, in each case without recourse, as shall
      be
      necessary to vest in the Sponsor, or its respective designee, title to the
      Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this
      Section 2.03.  Neither the Trustee nor the Custodian shall have
      any further responsibility with regard to such Mortgage File.

     

    For
      any
      month in which the Sponsor substitutes one or more Replacement Mortgage Loans
      for a Deleted Mortgage Loan, the Securities Administrator will determine the
      amount (if any) by which the aggregate principal balance of all the Replacement
      Mortgage Loans as of the date of substitution is less than the Stated Principal
      Balance (after application of the principal portion of the Scheduled Payment
      due
      in the month of substitution) of such Deleted Mortgage Loan. An amount equal
      to
      the aggregate of such deficiencies, described in the preceding sentence for
      any
      Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be
      remitted to the Servicer for deposit in the Custodial Account by the Sponsor
      delivering such Replacement Mortgage Loan on or before the Determination Date
      for the Distribution Date relating to the Prepayment Period during which the
      related Mortgage Loan was required to be purchased or replaced
      hereunder.

     

    In
      the
      event that the Sponsor shall be required to repurchase a Mortgage Loan, the
      Purchase Price therefor shall be remitted to the Servicer for deposit in
      Custodial Account, on or before the Determination Date immediately following
      the
      date on which the Sponsor was required to repurchase such Mortgage
      Loan.  The Purchase Price shall be remitted by the Servicer to the
      Securities Administrator on the Remittance Date occurring in the month
      immediately following the month in which the Purchase Price was deposited in
      the
      Custodial Account. In addition, upon such deposit of the Purchase Price, the
      delivery of an Officer’s Certificate by the Servicer (which shall be delivered
      no more than two (2) Business Days following such deposit) to the Trustee
      certifying that the Purchase Price has been deposited in the Custodial Account,
      the delivery of an Opinion of Counsel if required by Section 2.05 and the
      receipt of a Request for Release, the Trustee shall release the related Mortgage
      File held for the benefit of the Certificateholders and the Certificate Insurer
      to the Sponsor, and the Trustee shall execute and deliver at such Person’s
      direction the related instruments of transfer or assignment prepared by the
      Sponsor, in each case without recourse, as shall be necessary to transfer title
      from the Trustee for the benefit of the Certificateholders and Certificate
      Insurer and transfer the Trustee’s interest to the Sponsor to any Mortgage Loan
      purchased pursuant to this Section 2.03.  It is understood and
      agreed that the obligation under this Agreement of the Sponsor to cure,
      repurchase or replace any Mortgage Loan as to which a breach has occurred or
      is
      continuing shall constitute the sole remedies against the Sponsor respecting
      such breach available to each Certificateholder, the Depositor or the
      Trustee.

     

    (e)  The
      Master Servicer hereby represents, warrants and covenants with the Servicer,
      the
      Depositor, the Trustee and the Certificate Insurer as follows, as of the Closing
      Date:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (f)  The
      representations and warranties set forth in Section 2.03 shall survive
      delivery of the respective Mortgage Loans and Mortgage Files to the Trustee
      or
      the Custodian for the benefit of the Certificateholders and the Certificate
      Insurer.

     

    Section
      2.04  Representations
      and Warranties of the Depositor.

     

    The
      Depositor hereby represents and warrants to, and covenants, with the Servicer,
      the Sponsor, the Master Servicer, the Securities Administrator, the Trustee,
      and
      the Certificate Insurer as follows, as of the date hereof and as of the Closing
      Date:

     

    (i)  The
      Depositor is duly organized and is validly existing as a corporation in good
      standing under the laws of the State of Delaware and has full power and
      authority (corporate and other) necessary to own or hold its properties and
      to
      conduct its business as now conducted by it and to enter into and perform its
      obligations under this Agreement.

     

    (ii)  The
      Depositor has the full corporate 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 corporate action on its
      part, 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
      Depositor, enforceable against the Depositor in accordance with its terms,
      subject, as to enforceability, to (i) 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 and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Depositor, the consummation
      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
      Depositor and will not (A) result in a material breach of any term or provision
      of the charter or by-laws of the Depositor or (B) 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 Depositor is a party or by which it may be bound or (C) constitute
      a material violation of any statute, order or regulation applicable to the
      Depositor of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Depositor; and the Depositor 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 Depositor’s ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  No
      litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
      against the Depositor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Depositor
      to
      perform its obligations under this Agreement in accordance with the terms
      hereof.

     

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

     

    The
      Depositor hereby represents and warrants to the Trustee as of the Closing Date,
      following the transfer of the Mortgage Loans to it by the Sponsor, the Depositor
      had good title to the Mortgage Loans and the related Mortgage Notes were subject
      to no offsets, claims, 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 Trustee or
      the Custodian for the benefit of the Certificateholders and the Certificate
      Insurer. Upon discovery by the Depositor, the Servicer, the Master Servicer
      or
      the Trustee of a breach of such representations and warranties, the party
      discovering such breach shall give prompt written notice to the others and
      to
      each Rating Agency, and the Certificate Insurer.

     

    Section
      2.05  Delivery
      of Opinion of Counsel in Connection with Substitutions and
      Repurchases.

     

    (a)  Notwithstanding
      any contrary provision of this Agreement, with respect to any Mortgage Loan
      that
      is not in default or as to which default is not imminent, no repurchase or
      substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor
      delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to
      the
      effect that such repurchase or substitution would not (i) result in the
      imposition of the tax on “prohibited transactions” of any REMIC created
      hereunder or contributions after the Closing Date, as defined in sections
      860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause any REMIC to
      fail
      to qualify as a REMIC at any time that any Certificates are outstanding. Any
      Mortgage Loan as to which repurchase or substitution was delayed pursuant to
      this paragraph shall be repurchased or the substitution therefor shall occur
      (subject to compliance with Sections 2.02 or 2.03) upon the earlier of (a)
      the
      occurrence of a default or imminent default with respect to such Mortgage Loan
      and (b) receipt by the Trustee of an Opinion of Counsel to the effect that
      such
      repurchase or substitution, as applicable, will not result in the events
      described in clause (i) or clause (ii) of the preceding sentence.

     

    (b)  Upon
      discovery by the Depositor or the Sponsor that any Mortgage Loan does not
      constitute a “qualified mortgage” within the meaning of section 860G(a)(3) of
      the Code, the party discovering such fact shall promptly (and in any event
      within five (5) Business Days of discovery) give written notice thereof to
      the
      other parties and the Trustee. In connection therewith, the Sponsor, at its
      option, shall either (i) substitute, if the conditions in Section 2.03(c)
      with respect to substitutions are satisfied, a Replacement Mortgage Loan for
      the
      affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
      ninety (90) days of such discovery in the same manner as it would a Mortgage
      Loan for a breach of representation or warranty contained in Section 2.03.
      The Trustee shall reconvey to the Sponsor the Mortgage Loan to be released
      pursuant hereto in the same manner, and on the same terms and conditions, as
      it
      would a Mortgage Loan repurchased for breach of a representation or warranty
      contained in Section 2.03.

     

    Section
      2.06  Issuance
      of the REMIC I Regular Interests.

     

    (a)  The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the Custodian on its behalf of the related Mortgage Files, subject to the
      provisions of Section 2.01 and Section 2.02, together with the
      assignment to it of all other assets included in REMIC I, the receipt of which
      is hereby acknowledged. The interests evidenced by the Class R-1 Interest,
      together with the REMIC I Regular Interests, constitute the entire beneficial
      ownership interest in REMIC I. The rights of the Holders of the Class R-1
      Interest and REMIC II (as Holder of the REMIC I Regular Interests) to receive
      distributions from the proceeds of REMIC I in respect of the Class R-1 Interest
      and the REMIC I Regular Interests, respectively, and all ownership interests
      evidenced or constituted by the Class R-1 Interest and the REMIC I Regular
      Interests, shall be as set forth in this Agreement.

     

    Section
      2.07  Conveyance
      of the REMIC I Regular Interests, REMIC II Regular Interests, Class X Interest,
      Class P Interest and Class IO Interest.

     

    (a)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC I Regular
      Interests for the benefit of the Class R-2 Interest and REMIC II (as Holder
      of
      the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC
      I
      Regular Interests and declares that it holds and will hold the same in trust
      for
      the exclusive use and benefit of all present and future Holders of the Class
      R-2
      Interest and REMIC II (as Holder of the REMIC I Regular Interests). The rights
      of the Holder of the Class R-2 Interest and REMIC II (as Holder of the REMIC
      I
      Regular Interests) to receive distributions from the proceeds of REMIC II in
      respect of the Class R-2 Interest and the REMIC II Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-2 Interest and the REMIC II Regular Interests, shall be as set forth in this
      Agreement. The Class R-2 Interest and the REMIC II Regular Interests shall
      constitute the entire beneficial ownership interest in REMIC II.

     

    (b)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC II
      Regular Interests for the benefit of the Class R-3 Interest and REMIC III (as
      Holder of the REMIC II Regular Interests). The Trustee acknowledges receipt
      of
      the REMIC II Regular Interests and declares that it holds and will hold the
      same
      in trust for the exclusive use and benefit of all present and future Holders
      of
      the Class R-3 Interest and REMIC III (as Holder of the REMIC II Regular
      Interests). The rights of the Holder of the Class R-3 Interest and REMIC III
      (as
      Holder of the REMIC II Regular Interests) to receive distributions from the
      proceeds of REMIC III in respect of the Class R-3 Interest and Regular
      Certificates (other than the Class X Certificates and Class P Certificates),
      the
      Class X Interest, Class P Interest and Class IO Interest, respectively, and
      all
      ownership interests evidenced or constituted by the Class R-3 Interest and
      the
      Regular Certificates (other than the Class X Certificates and Class P
      Certificates), the Class X Interest, Class P Interest and Class IO Interest,
      shall be as set forth in this Agreement. The Class R-3 Interest and the Regular
      Certificates (other than the Class X Certificates and Class P Certificates),
      the
      Class X Interest, Class P Interest and Class IO Interest shall constitute the
      entire beneficial ownership interest in REMIC III.

     

    (c)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      X Interest for the benefit of the Class R-4 Interest and REMIC IV (as holder
      of
      the Class X Interest).  The Trustee acknowledges receipt of the Class
      X Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of all present and future Holders of the Class R-4
      Interest and REMIC IV (as holder of the Class X Interest).  The rights
      of the Holder of the Class R-4 Interest and REMIC IV (as holder of the Class
      X
      Interest) to receive distributions from the proceeds of REMIC IV in respect
      of
      the Class R-4 Interest, the Class X Certificates, and all ownership interests
      evidenced or constituted by the Class R-4 Interest and the Class X Certificates,
      shall be as set forth in this Agreement.  The Class R-4 Interest and
      the Class X Certificates shall constitute the entire beneficial ownership
      interest in REMIC IV.

     

    (d)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      P Interest for the benefit of the Class R-5 Interest and REMIC V (as holder
      of
      the Class P Interest).  The Trustee acknowledges receipt of the Class
      P Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of all present and future Holders of the Class R-5
      Interest and REMIC V (as holder of the Class P Interest).  The rights
      of the Holder of the Class R-5 Interest and REMIC V (as holder of the Class
      P
      Interest) to receive distributions from the proceeds of REMIC V in respect
      of
      the Class R-V Interest, the Class P Certificates, and all ownership interests
      evidenced or constituted by the Class R-V Interest and the Class P Certificates,
      shall be as set forth in this Agreement.  The Class R-5 Interest and
      the Class P Certificates shall constitute the entire beneficial ownership
      interest in REMIC V.

     

    (e)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without
      recourse, all the right, title and interest of the Depositor in and to the
      Class
      IO Interest for the benefit of the Class R-6 Interest and REMIC VI (as holder
      of
      the Class IO Interest).  The Trustee acknowledges receipt of the Class
      IO Interest and declares that it holds and will hold the same in trust for
      the
      exclusive use and benefit of all present and future Holders of the Class R-6
      Interest and REMIC VI (as holder of the Class IO Interest).  The
      rights of the Holder of the Class R-6 Interest and REMIC VI (as holder of the
      Class IO Interest) to receive distributions from the proceeds of REMIC VI in
      respect of the Class R-6 Interest, REMIC VI Regular Interest IO, and all
      ownership interests evidenced or constituted by the Class R-6 Interest and
      REMIC
      VI Regular Interest IO, shall be as set forth in this Agreement.  The
      Class R-6 Interest and REMIC VI Regular Interest IO shall constitute the entire
      beneficial ownership interest in REMIC VI.

     

    Section
      2.08  Issuance
      of Class R Certificates and the Class R-X Certificates.

     

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

     

    (b)  The
      Trustee acknowledges the assignment to it of the Class X Interest, the Class
      P
      Interest and the Class IO Interest and, concurrently therewith and in exchange
      therefor, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      R-X
      Certificates in authorized denominations.

     

    Section
      2.09  Establishment
      of Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “Nomura Asset Acceptance Corporation, Alternative Loan
      Trust, Series 2007-3” and does hereby appoint HSBC Bank USA, National
      Association, as Trustee in accordance with the provisions of this
      Agreement.

     

    Section
      2.10  Purpose
      and Powers of the Trust.

     

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

     

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

     

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

     

    (c)  to
      make
      payments on the Certificates;

     

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

     

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

     

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

     

    Section
      2.11  Rights
      of the Certificate Insurer.

     

    Since
      the
      Certificate Insurer is providing the Policy for the exclusive benefit of the
      Senior Certificates, the rights of the Certificate Insurer under this Agreement
      shall be limited to the Mortgage Loans and the Senior Certificates. Any action
      to be taken under this Agreement which requires the consent of the Certificate
      Insurer shall be limited to any actions which affect or relate to the Mortgage
      Loans and REO Properties and the Senior Certificates. Any documents,
      instruments, certifications or opinions required to be delivered hereunder
      shall
      be delivered to the Certificate Insurer only if such documents, instruments,
      certifications or opinions relate to the Mortgage Loans or the Senior
Certificates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      III


     

    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    Section
      3.01  The
      Servicer to act as Servicer of the Mortgage Loans.

     

    The
      Servicer shall service and administer the Mortgage Loans on behalf of the Trust
      Fund and in the best interest of and for the benefit of the Certificateholders
      (as determined by the Servicer in its reasonable judgment) and the Certificate
      Insurer, in accordance with the terms of this Agreement and the Mortgage Loans
      and to the extent consistent with such terms and in accordance with and
      exercising the same care in performing those practices that the Servicer
      customarily employs and exercises in servicing and administering mortgage loans
      for its own account and of the same type as such Mortgage Loans in the
      jurisdiction in which the related Mortgaged Properties are located (including,
      compliance with all applicable federal, state and local laws).

     

    To
      the
      extent consistent with the foregoing, the Servicer shall seek the timely and
      complete recovery of principal and interest on the Mortgage Notes related to
      the
      Mortgage Loans and shall waive a Prepayment Charge only under the following
      circumstances: (i) such waiver is standard and customary in servicing similar
      mortgage loans and (ii) either (A) such waiver is related to a default or
      reasonably foreseeable default and would, in the reasonable judgment of the
      Servicer, maximize recovery of total proceeds taking into account the value
      of
      such Prepayment Charge and the related Mortgage Loan and, if such waiver is
      made
      in connection with a refinancing of the related Mortgage Loan, such refinancing
      is related to a default or a reasonably foreseeable default or (B) such waiver
      is made in connection with a refinancing of the related Mortgage Loan unrelated
      to a default or a reasonably foreseeable default where (x) the related Mortgagor
      has stated to the Servicer an intention to refinance the related Mortgage Loan
      and (y) the Servicer has concluded in its reasonable judgment that the waiver
      of
      such Prepayment Charge would induce such Mortgagor to refinance with the
      Servicer, (iii) the Servicer reasonably believes such Prepayment Charge is
      unenforceable in accordance with applicable law or the collection of such
      related Prepayment Charge would otherwise violate applicable law or (iv) the
      collection of such Prepayment Charge would be considered “predatory” pursuant to
      written guidance published or issued by any applicable federal, state or local
      regulatory authority acting in its official capacity and having jurisdiction
      over such matters.  If a Prepayment Charge is waived as permitted by
      meeting both of the standards described in clauses (i) and (ii)(B) above, then
      the Servicer is required to pay the amount of such waived Prepayment Charge
      (the
“Servicer Prepayment Charge Payment Amount”), for the benefit of the Holders of
      the Class P Certificates, by depositing such amount into the Custodial Account
      within ninety (90) days of notice or discovery of such waiver meeting the
      standard set forth in both clauses (i) and (ii)(B) above; provided, however,
      that the Servicer shall not waive more than five percent (5%) of the Prepayment
      Charges (by number of Prepayment Charges) set forth on the Mortgage Loan
      Schedule in accordance with clauses (i) and (ii)(B)
      above.  Notwithstanding any other provisions of this Agreement, any
      payments made by the Servicer in respect of any waived Prepayment Charges
      pursuant to clauses (i) and (ii)(B) above and the preceding sentence shall
      be
      deemed to be paid outside of the Trust Fund.

     

    Notwithstanding
      anything to the contrary contained in this Agreement, if the Servicer waives
      a
      Prepayment Charge in breach of the foregoing paragraph, the Servicer will pay
      the amount of such waived Prepayment Charge, from its own funds without any
      right of reimbursement, for the benefit of the Holders of the Class P
      Certificates by depositing such amount into the Custodial Account within ninety
      (90) days of the earlier of discovery by the Servicer or receipt of notice
      by
      the Servicer of such breach.  Furthermore, notwithstanding any other
      provisions of this Agreement, any payments made by the Servicer in respect
      of
      any waived Prepayment Charges pursuant to this paragraph shall be deemed to
      be
      paid outside of the Trust Fund.

     

    Subject
      only to the above-described applicable servicing standards (the “Accepted
      Servicing Practices”) and the terms of this Agreement and of the respective
      Mortgage Loans, the Servicer shall have full power and authority, acting alone
      and/or through Subservicers as provided in Section 3.03, to do or cause to
      be done any and all things that it may deem necessary or desirable in connection
      with such servicing and administration, including but not limited to, the power
      and authority, subject to the terms hereof (i) to execute and deliver, on behalf
      of the Certificateholders and the Certificate Insurer, and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any related Mortgaged Property and assumptions of the
      Mortgage Notes and related Mortgages (but only in the manner provided herein),
      (iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and
      (iv)
      subject to Section 3.09, to effectuate foreclosure or other conversion of
      the ownership of the Mortgaged Property securing any Mortgage Loan.

     

    Without
      limiting the generality of the foregoing, the Servicer, in its own name or
      in
      the name of the Trust, the Depositor or the Trustee, is hereby authorized and
      empowered by the Trust, the Depositor and the Trustee, when the Servicer
      believes it appropriate in its reasonable judgment, to execute and deliver,
      on
      behalf of the Trustee, the Depositor, the Certificateholders and the Certificate
      Insurer or any of them, any and all instruments of satisfaction or cancellation,
      or of partial or full release or discharge and all other comparable instruments,
      with respect to the related Mortgage Loans, and with respect to the related
      Mortgaged Properties held for the benefit of the Certificateholders and the
      Certificate Insurer.  The Servicer shall prepare and deliver to the
      Depositor and/or the Trustee such documents requiring execution and delivery
      by
      any or all of them as are necessary or appropriate to enable the Servicer to
      service and administer the related Mortgage Loans. Upon receipt of such
      documents, the Depositor and/or the Trustee shall execute such documents and
      deliver them to the Servicer. In addition, the Trustee shall execute, at the
      written request of the Servicer, and furnish to it any special or limited powers
      of attorney agreeable to the Trustee and its counsel applicable to all locations
      in which the Mortgaged Properties are located and other documents necessary
      or
      appropriate to enable the Servicer to carry out its servicing and administrative
      duties, provided such limited powers of attorney or other documents shall be
      prepared by the Servicer and submitted to the Trustee for review prior to
      execution.  Notwithstanding anything to the contrary herein, the
      Trustee shall in no way be liable or responsible for the willful malfeasance
      of
      the Servicer, or for the wrongful or negligent actions taken by the Servicer,
      while the Servicer is acting pursuant to the powers granted to it in this
      paragraph.

     

    In
      accordance with the standards of the first paragraph of this Section 3.01,
      the 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 relating to the Mortgage Loans in order to preserve the lien on
      the
      Mortgaged Property, which advances shall be reimbursable in the first instance
      from related collections from the Mortgagors pursuant to Section 3.27, and
      further as provided in Section 3.32. All costs incurred by the Servicer, if
      any, in effecting the payments of such taxes and assessments on the related
      Mortgaged Properties and  related insurance premiums shall not, for
      the purpose of calculating monthly distributions to the Certificateholders,
      be
      added to the Stated Principal Balance under the related Mortgage Loans,
      notwithstanding that the terms of such Mortgage Loans so permit.

     

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

     

    (a)  Except
      as
      otherwise provided in this Section 3.02, when any Mortgaged Property has
      been or is about to be conveyed by the Mortgagor, the Servicer shall to the
      extent that it has knowledge of such conveyance, enforce any due-on-sale clause
      contained in any Mortgage Note or Mortgage, to the extent permitted under
      applicable law and governmental regulations, but only to the extent that such
      enforcement will not adversely affect or jeopardize coverage under any Required
      Insurance Policy. Notwithstanding the foregoing, the Servicer shall not be
      required to exercise such rights with respect to a Mortgage Loan serviced by
      the
      Servicer if the Person to whom the related Mortgaged Property has been conveyed
      or is proposed to be conveyed satisfies the terms and conditions contained
      in
      the Mortgage Note and Mortgage related thereto and the consent of the mortgagee
      under such Mortgage Note or Mortgage is not otherwise so required under such
      Mortgage Note or Mortgage as a condition to such transfer. In the event that
      the
      Servicer is prohibited by law from enforcing any such due-on-sale clause, or
      if
      coverage under any Required Insurance Policy would be adversely affected, or
      if
      nonenforcement is otherwise permitted hereunder, the Servicer is authorized,
      subject to Section 3.02(b), to take or enter into an assumption and
      modification agreement from or with the person to whom such property has been
      or
      is about to be conveyed, pursuant to which such person becomes liable under
      the
      Mortgage Note and, unless prohibited by applicable state law, the Mortgagor
      remains liable thereon, provided that the related Mortgage Loan shall continue
      to be covered (if so covered before the Servicer enters such agreement) by
      the
      applicable Required Insurance Policies. The Servicer, subject to
      Section 3.02(b), is also authorized with the prior approval of the insurers
      under any Required Insurance Policies to enter into a substitution of liability
      agreement with such Person, pursuant to which the original Mortgagor is released
      from liability and such Person is substituted as Mortgagor and becomes liable
      under the Mortgage Note. Notwithstanding the foregoing, the Servicer shall
      not
      be deemed to be in default under this Section 3.02(a) by reason of any
      transfer or assumption that the Servicer reasonably believes it is restricted
      by
      law from preventing.

     

    (b)  Subject
      to the Servicer’s duty to enforce any due-on-sale clause to the extent set forth
      in Section 3.02(a), in any case in which a Mortgaged Property has been
      conveyed to a Person by a Mortgagor, and such Person is to enter into an
      assumption agreement or modification agreement or supplement to the Mortgage
      Note or Mortgage that requires the signature of the Trustee, or if an instrument
      of release signed by the Trustee is required releasing the Mortgagor from
      liability on the related Mortgage Loan, the Servicer shall prepare and deliver
      or cause to be prepared and delivered to the Trustee for signature and shall
      direct, in writing, the Trustee to execute the assumption agreement with the
      Person to whom the Mortgaged Property is to be conveyed and such modification
      agreement or supplement to the Mortgage Note or Mortgage or other instruments
      as
      are reasonable or necessary to carry out the terms of the Mortgage Note or
      Mortgage or otherwise to comply with any applicable laws regarding assumptions
      or the transfer of the Mortgaged Property to such Person. In connection with
      any
      such assumption, no material term of the Mortgage Note (including, but not
      limited to, (a) the Mortgage Rate, (b) the amount of the Scheduled Payment,
      (c)
      the related Index, Gross Margin, Periodic Rate Cap, Adjustment Date, Maximum
      Interest Rate or Minimum Mortgage Interest Rate, and (d) any other term
      affecting the amount or timing of payment on the related Mortgage Loan) may
      be
      changed. In addition, the substitute Mortgagor and the Mortgaged Property must
      be acceptable to the Servicer in accordance with the servicing standard set
      forth in Section 3.01. The Servicer shall notify the Trustee that any such
      substitution or assumption agreement has been completed by forwarding to the
      Custodian the original of such substitution or assumption agreement, which
      in
      the case of the original shall be added to the related Mortgage File and shall,
      for all purposes, be considered a part of such Mortgage File to the same extent
      as all other documents and instruments constituting a part thereof. Any fee
      collected by the Servicer for entering into an assumption or substitution of
      liability agreement will be retained by the Servicer as additional servicing
      compensation.

     

    Section
      3.03  Subservicers.

     

    The
      Servicer shall perform all of its servicing responsibilities hereunder or may
      cause a Subservicer to perform any such servicing responsibilities on its
      behalf, but the use by the Servicer of a Subservicer shall not release the
      Servicer from any of its obligations hereunder with respect to the Mortgage
      Loans; provided, however that any Subservicer will be subject to the consent
      of
      the Certificate Insurer. Any subservicing arrangement and the terms of the
      related Subservicing Agreement must provide for the servicing of such Mortgage
      Loans in a manner consistent with the servicing arrangements contemplated
      hereunder and the Servicer shall cause any Subservicer to comply with the
      provisions of this Agreement (including, without limitation, to provide the
      information required to be delivered under Sections 3.13, 3.14 and 3.18 hereof),
      to the same extent as if such Subservicer were the Servicer.  Each
      Subservicer shall be (i) authorized to transact business in the state or states
      where the related Mortgaged Properties it is to service are situated, if and
      to
      the extent required by applicable law to enable the Subservicer to perform
      its
      obligations hereunder and under the Subservicing Agreement and (ii) a Freddie
      Mac or Fannie Mae approved mortgage servicer.  The Servicer shall
      promptly, upon request, provide to the Master Servicer and the Depositor a
      written description (in form and substance satisfactory to the Master Servicer
      and the Depositor) of the role and function of each Subservicer utilized by
      the
      Servicer, specifying (i) the identity of each such Subservicer, (ii) which
      (if
      any) of such Subservicer is “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
      Criteria will be addressed in assessments of compliance provided by each
      Subservicer identified pursuant to clause (ii) of this subsection; provided,
      however, that the Servicer shall not be required to provide the information
      in
      clause (i) or (ii) of this subsection until such time that the applicable
      assessment of compliance is due in accordance with Section 3.14 of this
      Agreement.  The Servicer shall be responsible for obtaining from each
      Subservicer engaged by it and delivering to the Master Servicer any annual
      statement of compliance, assessment of compliance, attestation report and
      Sarbanes-Oxley  related certification as and when required to be
      delivered.  The Servicer shall pay all fees of each of its
      Subservicers from its own funds.

     

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

     

    As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicer shall cause any such Subcontractor used by it for
      the benefit of the Master Servicer, the Trustee and the Depositor to comply
      with
      the provisions of Sections 3.13, 3.14 and 3.18 of this Agreement to the same
      extent as if such Subcontractor were the Servicer. The Servicer shall be
      responsible for obtaining from each Subcontractor and delivering to the Master
      Servicer and any Depositor any compliance statement, assessment of compliance,
      attestation report and Sarbanes-Oxley  related certification required
      to be delivered by such Subcontractor under Section 3.13, 3.14 and 3.18, in
      each case as and when required to be delivered.

     

    At
      the
      cost and expense of the Servicer, without any right of reimbursement from the
      Custodial Account, the Servicer shall, with the consent of the Certificate
      Insurer be entitled to terminate the rights and responsibilities of a
      Subservicer or Subcontractor and arrange for any servicing responsibilities
      to
      be performed by a successor Subservicer or Subcontractor; provided, however,
      that nothing contained herein shall be deemed to prevent or prohibit the
      Servicer, at its option, from electing to service the Mortgage Loans itself.
      In
      the event that the Servicer’s responsibilities and duties under this Agreement
      are terminated pursuant to Section 8.01, the Servicer shall at its own cost
      and expense terminate the rights and responsibilities of each Subservicer and
      Subcontractor with respect to the Mortgage Loans effective as of the date of
      the
      Servicer’s termination. The Servicer shall pay all fees, expenses or penalties
      necessary in order to terminate the rights and responsibilities of each
      Subservicer and Subcontractor from the Servicer’s own funds without
      reimbursement from the Trust Fund.

     

    Notwithstanding
      the foregoing, the Servicer shall not be relieved of its obligations hereunder
      with respect to the Mortgage Loans and shall be obligated to the same extent
      and
      under the same terms and conditions as if it alone were servicing and
      administering the Mortgage Loans. The Servicer shall be entitled to enter into
      an agreement with a Subservicer or Subcontractor, as applicable, for
      indemnification of the Servicer by the Subservicer or Subcontractor, as
      applicable, and nothing contained in this Agreement shall be deemed to limit
      or
      modify such indemnification.

     

    Any
      Subservicing Agreement and any other transactions or services relating to the
      Mortgage Loans involving a Subservicer or Subcontractor shall be deemed to
      be
      between such Subservicer or Subcontractor and the Servicer alone, and neither
      the Master Servicer nor the Trustee shall have any obligations, duties or
      liabilities with respect to such Subservicer or Subcontractor including any
      obligation, duty or liability of Master Servicer or the Trustee to pay such
      Subservicer’s or Subcontractor’s fees and expenses or any differential in the
      amount of the servicing fee paid hereunder and the amount necessary to induce
      any successor servicer to act as successor servicer under this Agreement and
      the
      transactions provided for in this Agreement. For purposes of remittances to
      the
      Securities Administrator pursuant to this Agreement, the Servicer shall be
      deemed to have received a payment on a Mortgage Loan when a Subservicer or
      Subcontractor engaged by the Servicer has received such payment.

     

    Section
      3.04  Documents,
      Records and Funds in Possession of the Servicer To Be Held for
      Trustee.

     

    Notwithstanding
      any other provisions of this Agreement, the Servicer shall transmit to the
      Trustee as required by this Agreement all documents and instruments in respect
      of a Mortgage Loan coming into the possession of the Servicer from time to
      time
      and shall account fully to the Securities Administrator for any funds received
      by the Servicer or that otherwise are collected by the Servicer as Liquidation
      Proceeds or Insurance Proceeds in respect of any such Mortgage
      Loan.  All Mortgage Files and funds collected or held by, or under the
      control of, the Servicer in respect of any Mortgage Loans serviced by the
      Servicer, whether from the collection of principal and interest payments or
      from
      Liquidation Proceeds, including but not limited to, any funds on deposit in
      the
      Custodial Account, shall be held by the Servicer for and on behalf of the
      Trustee and shall be and remain the sole and exclusive property of the Trustee,
      subject to the applicable provisions of this Agreement. The Servicer also agrees
      that it shall not create, incur or subject any Mortgage File or any funds that
      are deposited in the Custodial Account, the Distribution Account or in any
      Escrow Account, or any funds that otherwise are or may become due or payable
      to
      the Trustee for the benefit of the Certificateholders and the Certificate
      Insurer 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 set off against any Mortgage File or any funds collected
      on,
      or in connection with, a Mortgage Loan, except, however, that the Servicer
      shall
      be entitled to set off against and deduct from any such funds any amounts that
      are properly due and payable to the Servicer under this Agreement.

     

    Section
      3.05  Maintenance
      of Hazard Insurance.

     

    (a)  The
      Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
      with extended coverage on the Mortgaged Property in an amount which is at least
      equal to the lesser of (i) the Stated Principal Balance of such Mortgage Loan
      and (ii) the amount necessary to fully compensate for any damage or loss to
      the
      improvements that are a part of such property on a replacement cost basis,
      in
      each case in an amount not less than such amount as is necessary to avoid the
      application of any coinsurance clause contained in the related hazard insurance
      policy. The Servicer shall also cause to be maintained hazard insurance with
      extended coverage on each REO Property in an amount which is at least equal
      to
      the lesser of (i) the maximum insurable value of the improvements which are
      a
      part of such REO Property and (ii) the Stated Principal Balance of the related
      Mortgage Loan at the time it became an REO Property. The Servicer will comply
      in
      the performance of this Agreement with all reasonable rules and requirements
      of
      each insurer under any such hazard policies. Any amounts collected by the
      Servicer under any such policies (other than amounts to be applied to the
      restoration or repair of the property subject to the related Mortgage or amounts
      to be released to the Mortgagor in accordance with the procedures that the
      Servicer would follow in servicing loans held for its own account, subject
      to
      the terms and conditions of the related Mortgage and Mortgage Note and in
      accordance with the servicing standard set forth in Section 3.01) shall be
      deposited in the Custodial Account, subject to withdrawal pursuant to
      Section 3.27. Any cost incurred by the Servicer in maintaining any such
      insurance shall not, for the purpose of calculating distributions to the
      Certificateholders, be added to the Stated Principal Balance of the Mortgage
      Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is
      understood and agreed that no earthquake or other additional insurance is to
      be
      required of any Mortgagor other than pursuant to such applicable laws and
      regulations as shall at any time be in force and as shall require such
      additional insurance. If a Mortgaged Property or REO Property is at any time
      in
      an area identified in the Federal Register by the Federal Emergency Management
      Agency as having special flood hazards and flood insurance has been made
      available, the Servicer shall cause to be maintained a flood insurance policy
      in
      respect thereof. Such flood insurance shall be in an amount equal to the lesser
      of (i) the Stated Principal Balance of the related Mortgage Loan and (ii) the
      maximum amount of such insurance available for the related Mortgaged Property
      under the national flood insurance program (assuming that the area in which
      such
      Mortgaged Property is located is participating in such program).

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer acceptable to Fannie Mae or Freddie Mac, or having a General Policy
      Rating of B:VI or better in Best’s Key Rating Guide (or such other rating that
      is comparable to such rating) insuring against hazard losses on all of the
      Mortgage Loans serviced by the Servicer, it shall conclusively be deemed to
      have
      satisfied its obligations as set forth in the first two sentences of this
      Section 3.05, it being understood and agreed that such policy may contain a
      deductible clause, in which case the Servicer shall, in the event that there
      shall not have been maintained on the related Mortgaged Property or REO Property
      a policy complying with the first two sentences of this Section 3.05, and
      there shall have been one or more losses which would have been covered by such
      policy, deposit to the Custodial Account maintained by the Servicer from its
      own
      funds the amount not otherwise payable under the blanket policy because of
      such
      deductible clause. In connection with its activities as administrator and
      servicer of the related Mortgage Loans, the Servicer agrees to prepare and
      present, on behalf of itself, the Trustee and Certificateholders, claims under
      any such blanket policy in a timely fashion in accordance with the terms of
      such
      policy.

     

    (b)  The
      Servicer shall keep in force during the term of this Agreement a policy or
      policies of insurance covering errors and omissions for failure in the
      performance of the Servicer’s obligations under this Agreement, which policy or
      policies shall be in such form and amount that would meet the requirements
      of
      Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless
      the Servicer has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The Servicer shall provide the Master Servicer, upon request,
      with
      copies of such insurance policies and fidelity bond (or waiver thereof). The
      Servicer shall also maintain a fidelity bond in the form and amount that would
      meet the requirements of Fannie Mae or Freddie Mac, unless the Servicer has
      obtained a waiver of such requirements from Fannie Mae or Freddie Mac. The
      Servicer shall be deemed to have complied with this provision if one of its
      Affiliates has such errors and omissions and fidelity bond coverage and, by
      the
      terms of such insurance policy or fidelity bond, the coverage afforded
      thereunder extends to the Servicer. Any such errors and omissions policy and
      fidelity bond shall by its terms not be cancelable without thirty (30) days’
prior written notice to the Master Servicer. The Servicer shall also cause
      its
      Subservicers to maintain a policy of insurance covering errors and omissions
      and
      a fidelity bond which would meet such requirements.

     

    Section
      3.06  Presentment
      of Claims and Collection of Proceeds.

     

    The
      Servicer shall prepare and present on behalf of the Trustee, the
      Certificateholders and the Certificate Insurer all claims under the applicable
      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 Insurance Policies. Any proceeds disbursed to the
      Servicer in respect of such Insurance Policies shall, within two Business Days
      of its receipt, be deposited in the Custodial Account, 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
      3.07  Maintenance
      of Insurance Policies.

     

    The
      Servicer shall not take any action that would result in noncoverage under any
      applicable Insurance Policy of any loss which, but for the actions of the
      Servicer would have been covered thereunder.  The Servicer shall use
      its best efforts to keep in force and effect (to the extent that the related
      Mortgage Loan requires the Mortgagor to maintain such insurance), any applicable
      Insurance Policy. The Servicer shall not cancel or refuse to renew any 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.

     

    Section
      3.08  Reserved.

     

    Section
      3.09  Realization
      Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
      and
      Realized Losses; Repurchases of Certain Mortgage Loans.

     

    (a)  The
      Servicer shall use reasonable efforts to foreclose upon or otherwise comparably
      convert the ownership of properties securing such of the Mortgage Loans as
      come
      into and continue in default and as to which no satisfactory arrangements can
      be
      made for collection of delinquent payments. In connection with such foreclosure
      or other conversion, the Servicer shall follow such practices and procedures
      as
      it shall deem necessary or advisable and as shall be normal and usual in its
      general mortgage servicing activities and the requirements of the insurer under
      any Required Insurance Policy; provided that the Servicer shall not be required
      to expend its own funds in connection with any foreclosure or towards the
      restoration of any property unless it shall determine (i) that such restoration
      and/or foreclosure will increase the proceeds of liquidation of the related
      Mortgage Loan after reimbursement to itself of such expenses and (ii) that
      such
      expenses will be recoverable to it through Liquidation Proceeds (respecting
      which it shall have priority for purposes of withdrawals from the Custodial
      Account). If a Mortgage Loan becomes 180 days delinquent and the Servicer,
      in
      its reasonable good faith judgment, determines that the recovery of principal
      with respect to such Mortgage Loan will not materially be in excess of the
      cost
      of foreclosure or other liquidation of the Mortgage Loan, then the Servicer
      will
      be deemed to have made a Final Recovery Determination with respect to such
      Mortgage Loan and the Servicer may charge off such Mortgage Loan at any time
      thereafter. If the Servicer reasonably believes that Liquidation Proceeds with
      respect to any such Mortgage Loan would not be increased as a result of such
      foreclosure or other action, such Mortgage Loan will be charged-off and will
      become a Liquidated Loan. The Servicer will give notice of any such charge-off
      to the Securities Administrator. The Servicer shall be responsible for all
      other
      costs and expenses incurred by it in any such proceedings; provided that such
      costs and expenses shall be Servicing Advances and that it shall be entitled
      to
      reimbursement thereof from the proceeds of liquidation of the related Mortgaged
      Property, as contemplated in Section 3.27. If the Servicer has knowledge
      that a Mortgaged Property that the Servicer is contemplating acquiring in
      foreclosure or by deed-in-lieu of foreclosure is located within a one-mile
      radius of any site with environmental or hazardous waste risks known to the
      Servicer, the Servicer shall, prior to acquiring the Mortgaged Property,
      consider such risks and only take action in accordance with its established
      environmental review procedures.

     

    With
      respect to any REO Property, the deed or certificate of sale shall be taken
      in
      the name of the Trustee for the benefit of the Certificateholders (or the
      Trustee’s nominee on behalf of the Certificateholders) and the Certificate
      Insurer. The Trustee’s name shall be placed on the title to such REO Property
      solely as the Trustee hereunder and not in its individual capacity. The Servicer
      shall ensure that the title to such REO Property references this Agreement
      and
      the Trustee’s capacity hereunder. Pursuant to its efforts to sell such REO
      Property, the Servicer shall either itself or through an agent selected by
      the
      Servicer protect and conserve such REO Property in the same manner and to such
      extent as is customary in the locality where such REO Property is located and
      may, incident to its conservation and protection of the interests of the
      Certificateholders and the Certificate Insurer, rent the same, or any part
      thereof, as the Servicer deems to be in the best interest of the Servicer and
      the Certificateholders and the Certificate Insurer for the period prior to
      the
      sale of such REO Property. The Servicer shall prepare for and deliver to the
      Securities Administrator a statement with respect to each REO Property that
      has
      been rented showing the aggregate rental income received and all expenses
      incurred in connection with the management and maintenance of such REO Property
      at such times as is necessary to enable the Securities Administrator to comply
      with the reporting requirements of the REMIC Provisions. The net monthly rental
      income, if any, from such REO Property shall be deposited in the Custodial
      Account no later than the close of business on each Determination Date. The
      Servicer shall perform the tax reporting and withholding related to
      foreclosures, abandonments and cancellation of indebtedness income as specified
      by Sections 6050H, 6050J and 6050P of the Code by preparing and filing such
      tax
      and information returns, as may be required.

     

    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 Servicer shall dispose of such Mortgaged Property prior to three years
      after
      its acquisition by the Trust Fund or, at the expense of the Trust Fund, request
      from the Internal Revenue Service more than 60 days prior to the day on which
      such three-year period would otherwise expire, an extension of the three-year
      grace period. The Trustee and the Securities Administrator shall be supplied
      with an Opinion of Counsel (such opinion not to be an expense of the Trustee,
      the Securities Administrator or the Trust Fund) to the effect that the holding
      by the Trust Fund of such Mortgaged Property subsequent to such three-year
      period will not result in the imposition of taxes on “prohibited transactions”
of REMIC I as defined in section 860F of the Code or cause REMIC I to fail
      to
      qualify as a REMIC at any time that any Certificates are outstanding, in which
      case the Trust Fund may continue to hold such Mortgaged Property (subject to
      any
      conditions contained in such Opinion of Counsel). 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 REMIC I 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 Servicer has agreed to
      indemnify and hold harmless the Trust Fund with respect to the imposition of
      any
      such taxes.

     

    The
      decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be
      subject to a determination by the Servicer that the proceeds of such foreclosure
      would exceed the costs and expenses of bringing such a proceeding. The income
      earned from the management of any Mortgaged Properties acquired through
      foreclosure or other judicial proceeding, net of reimbursement to the Servicer
      for expenses incurred (including any property or other taxes) in connection
      with
      such management and net of unreimbursed Servicing Fees, unreimbursed Master
      Servicing Fees, Advances, Servicing Advances and any management fee paid or
      to
      be paid with respect to the management of such Mortgaged Property, shall be
      applied to the payment of principal of, and interest on, the defaulted Mortgage
      Loans (with interest accruing as though such Mortgage Loans were still current)
      and all such income shall be deemed, for all purposes in the Agreement, to
      be
      payments on account of principal and interest on the related Mortgage Notes
      and
      shall be deposited into the Custodial Account. To the extent the income received
      during a Prepayment Period is in excess of the amount attributable to amortizing
      principal and accrued interest at the related Mortgage Rate on the Mortgage
      Loan, such excess shall be considered to be a partial Principal Prepayment
      for
      all purposes hereof.

     

    The
      Liquidation Proceeds from any liquidation of a Mortgage Loan, net of any payment
      to the Servicer as provided above, shall be deposited in the Custodial Account
      on the next succeeding Determination Date following receipt thereof for
      distribution on the Distribution Date, except that any Excess Liquidation
      Proceeds shall be retained by the Servicer as additional servicing
      compensation.

     

    The
      proceeds of any Liquidated Loan, as well as any recovery resulting from a
      partial collection of Liquidation Proceeds or any income from an REO Property,
      shall be applied in the following order of priority: first, to reimburse the
      Servicer for any related unreimbursed Servicing Advances and Servicing Fees,
      pursuant to Section 3.27 or this Section 3.09; second, to reimburse
      the Servicer for any unreimbursed Advances, pursuant to Section 3.27 or
      this Section 3.09; third, to accrued and unpaid interest (to the extent no
      Advance has been made for such amount) on the Mortgage Loan or related REO
      Property, at the Net Mortgage Rate to the first day of the month in which such
      amounts are required to be distributed; and fourth, as a recovery of principal
      of the Mortgage Loan.

     

    (b)  On
      each
      Determination Date, the Servicer shall determine the respective aggregate
      amounts of Excess Liquidation Proceeds and Realized Losses, if any, with respect
      to any Mortgage Loan for the related Prepayment Period and report the same
      to
      the Master Servicer pursuant to Section 3.28.

     

    (c)  The
      Servicer hereby covenants to the parties hereto and the Certificate Insurer
      that
      it has no intent to foreclose on any Mortgage Loan based on the delinquency
      characteristics as of the Closing Date; provided, however, that the foregoing
      does not prevent the Servicer from initiating foreclosure proceedings on any
      date hereafter if the facts and circumstances of such Mortgage Loans including
      delinquency characteristics in the Servicer’s discretion so warrant such
      action.

     

    Section
      3.10  Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the Servicer shall be entitled to
      retain or withdraw from the Custodial Account out of each payment of interest
      on
      each Mortgage Loan included in the Trust Fund an amount equal to the Servicing
      Fee.  In addition, the Servicer shall be entitled to recover unpaid
      Servicing Fees out of Liquidation Proceeds, Insurance Proceeds or condemnation
      proceeds to the extent permitted by Section 3.27.

     

    Additional
      servicing compensation with respect to Mortgage Loans in the form of any Excess
      Liquidation Proceeds, assumption fees, late payment charges, insufficient funds
      charges and ancillary income to the extent such fees or charges are received
      by
      the Servicer, all income and gain net of any losses realized from Permitted
      Investments with respect to funds in or credited to the Custodial Account shall
      be retained by the Servicer to the extent not required to be deposited in the
      Custodial Account pursuant to Section 3.27. The Servicer shall be required
      to pay all expenses incurred by it in connection with its servicing activities
      hereunder (including payment of any premiums for hazard insurance, as required
      by Section 3.05 and maintenance of the other forms of insurance coverage
      required by Section 3.07 and shall not be entitled to reimbursement
      therefor except as specifically provided herein.

     

    Section
      3.11  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 Certificateholders and the
      Certificate Insurer.  The Servicer shall sell any REO Property as
      expeditiously as possible and in accordance with the provisions of this
      Agreement. Pursuant to its efforts to sell such REO Property, the Servicer
      shall
      protect and conserve such REO Property in the manner and to the extent required
      herein, in accordance with the REMIC Provisions.

     

    (b)  The
      Servicer shall deposit all funds collected and received in connection with
      the
      operation of any REO Property into the Custodial Account.

     

    (c)  The
      Servicer, upon the final disposition of any REO Property, shall be entitled
      to
      reimbursement for any related unreimbursed Advances, unreimbursed Servicing
      Advances or Servicing Fees from Liquidation Proceeds received in connection
      with
      the final disposition of such REO Property; provided, that any such unreimbursed
      Advances or Servicing Fees 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.

     

    Section
      3.12  Liquidation
      Reports.

     

    Upon
      the
      foreclosure of any Mortgaged Property or the acquisition thereof by the Trust
      Fund pursuant to a deed-in-lieu of foreclosure, the Servicer shall submit a
      liquidation report to the Trustee containing such information as shall be
      mutually acceptable to the Servicer and the Trustee with respect to such
      Mortgaged Property.

     

    Section
      3.13  Annual
      Statement as to Compliance.

     

    (a)  The
      Servicer, the Master Servicer and the Securities Administrator shall deliver
      or
      otherwise make available (and shall cause each Servicing Function Participant
      engaged by it to deliver) to the Depositor and the Securities Administrator
      on
      or before March 15 of each year, commencing in March 2008, an Officer’s
      Certificate stating, as to the signer thereof, that (A) a review of such party’s
      activities during the preceding calendar year or portion thereof and of such
      Servicing Function Participant’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, or such other applicable agreement in the case of a
      Servicing Function Participant (other than the Servicer, the Master Servicer
      or
      the Securities Administrator), in all material respects throughout such year
      or
      portion thereof, or, if there has been a failure to fulfill any such obligation
      in any material respect, specifying each such failure known to such officer
      and
      the nature and status thereof.

     

    (b)  (i)  For
      so long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of the Servicer to comply timely with this Section 3.13 shall be
      deemed a Servicer Default as to the Servicer, without any cure period, and
      the
      Master Servicer shall notify the Trustee and the Trustee may, in addition to
      whatever rights the Master Servicer or the Trustee, as applicable, may have
      under this Agreement and at law or in equity or to damages, including injunctive
      relief and specific performance, terminate all the rights and obligations of
      the
      Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
      thereof without compensating the Servicer for the same.  The Master
      Servicer or the Trustee, as applicable, shall so terminate the defaulting
      Servicer by delivery of notice thereof via first class mail, facsimile or
      electronic mail.  This paragraph shall supersede any other provision
      in this Agreement or any other agreement to the contrary.

     

    (ii)  After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of the Servicer to comply timely with this Section 3.13 shall be deemed a
      Servicer Default as provided for in Section 8.01(a)(viii).  The
      Master Servicer shall notify the Trustee and the Trustee may, terminate the
      defaulting Servicer by delivery of notice thereof via first class mail,
      facsimile or electronic mail.

     

    (c)  The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the Servicer and any Servicing Function Participant with its own annual
      statement of compliance to be submitted to the Securities Administrator pursuant
      to this Section 3.13.

     

    (d)  Copies
      of
      any Master Servicer annual statements of compliance required to be delivered
      hereunder shall be provided to any Certificateholder and the Certificate Insurer
      upon request at the Master Servicer’s expense.

     

    (e)  In
      the
      event the Servicer, the Master Servicer, the Securities Administrator or any
      other Servicing Function Participant is terminated or resigns pursuant to the
      terms of this Agreement, or any applicable agreement in the case of such other
      Servicing Function Participant, as the case may be, such party shall provide
      or
      cause such other Servicing Function Participant to provide an Officer’s
      Certificate pursuant to this Section 3.13 with respect to the period of
      time it was subject to this Agreement or any other applicable agreement, as
      the
      case may be.

     

    Section
      3.14  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of each year, commencing in March 2008, the Servicer, the Master Servicer
      and
      the Securities Administrator, each at its own expense and pursuant to Item
      1122(a) of Regulation AB, shall furnish or otherwise make available, and shall
      cause any Servicing Function Participant engaged by it to furnish, which in
      each
      case shall not be an expense of the Trust Fund, to the Securities Administrator
      and the Depositor, a report on an assessment of compliance with the Relevant
      Servicing Criteria that contains (A) a statement by such party of its
      responsibility for assessing compliance with the Relevant Servicing Criteria,
      (B) a statement that such party used the Relevant Servicing Criteria to assess
      compliance with the Relevant Servicing Criteria, (C) such party’s assessment of
      compliance with the Relevant Servicing Criteria for the period consisting of
      the
      prior calendar year, 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 for the period
      consisting of the prior calendar year.

     

    (b)  No
      later
      than the end of each calendar year, the Servicer and the Master Servicer shall
      forward to the Securities Administrator and the Depositor, the name of each
      Servicing Function Participant engaged by it and what Relevant Servicing
      Criteria will be addressed in the report on assessment of compliance prepared
      by
      such Servicing Function Participant; provided, however, that the Master Servicer
      need not provide such information to the Securities Administrator so long as
      the
      Master Servicer and the Securities Administrator are the same entity. When
      the
      Servicer and the Master Servicer (or any Servicing Function Participant engaged
      by them) submit their assessments to the Securities Administrator, such parties
      will also at such time include the assessment (and attestation pursuant to
      paragraph (c) below) of each Servicing Function Participant engaged by
      it.

     

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

     

    In
      the
      event a Servicing Function Participant 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, or
      cause a Servicing Function Participant engaged by it to provide, a report on
      assessment of compliance pursuant to this Section 3.14 with respect to the
      period of time it was subject to this Agreement or any other applicable
      agreement, as the case may be.

     

    The
      Master Servicer shall include such annual report on assessment of compliance
      with its own assessment of compliance to be submitted to the Securities
      Administrator pursuant to this Section.

     

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

     

    Promptly
      after receipt of such report from a Servicing Function Participant, the
      Securities Administrator shall confirm that each assessment submitted pursuant
      to paragraph (a) above is coupled with an attestation meeting the requirements
      of this Section and notify the Depositor of any exceptions.

     

    The
      Master Servicer shall include each such attestation with its own attestation
      to
      be submitted to the Securities Administrator pursuant to this
      Section.

     

    In
      the
      event any Servicing Function Participant is terminated, assigns its rights
      and
      duties under, or resigns pursuant to the terms of this Agreement, or any other
      applicable agreement, as the case may be, such party shall cause a registered
      public accounting firm to provide an attestation pursuant to this
      Section 3.14 with respect to the period of time it was subject to this
      Agreement or any applicable subservicing agreement, as the case may
      be.

     

    (d)  Notwithstanding
      the foregoing provisions of Section 3.14, (i) in the event that during any
      calendar year (or applicable portion thereof) a Servicing Function Participant
      services 5% or less of the aggregate Principal Balance of Mortgage Loans as
      of
      the Cut-off Date, as calculated by the Master Servicer, or (ii) in any calendar
      year in which an annual report on Form 10-K is not required to be filed with
      respect to an issuing entity, then, in each such event, the Servicing Function
      Participant may, in lieu of providing an assessment of compliance and
      attestation thereon in accordance with Item 1122 of Regulation AB, provide
      to
      the Depositor and the Master Servicer, by not later than March 1 of such
      calendar year, an Annual Independent Public Accountants’ Servicing
      Report.  If a Servicing Function Participant provides an Annual
      Independent Public Accountants’ Servicing Report pursuant to this subsection
      (d), then the certification required to be delivered by the Servicing Function
      Participant (pursuant to Section 3.18 below) shall be in the form acceptable
      to
      the Master Servicer.

     

    (e)   (i)    For
      so long as the Trust
      Fund is subject to Exchange Act reporting requirements, failure of the Servicer
      to comply timely with this Section 3.14 shall be deemed a Servicer Default,
      automatically, without notice and without any cure period, and the Master
      Servicer shall notify the Trustee and the Trustee may, in addition to whatever
      rights the Master Servicer or the Trustee, as applicable, may have under this
      Agreement and at law or in equity or to damages, including injunctive relief
      and
      specific performance, terminate all the rights and obligations of the Servicer
      under this Agreement and in and to the Mortgage Loans and the proceeds thereof
      without compensating the Servicer for the same.  The Trustee shall so
      terminate the defaulting Servicer by delivery of notice thereof via first class
      mail, facsimile or electronic mail.  This paragraph shall supersede
      any other provision in this Agreement or any other agreement to the
      contrary.

     

    (ii)  After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of the Servicer to comply timely with this Section 3.14 shall be deemed a
      Servicer Default as provided for in Section 8.01(a)(ix).  The
      Trustee may terminate the defaulting Servicer by delivery of notice thereof
      via
      first class mail, facsimile or electronic mail.

     

    Section
      3.15  Books
      and Records.

     

    The
      Servicer shall be responsible for maintaining, and shall maintain, a complete
      set of books and records for the Mortgage Loans which shall be appropriately
      identified in the Servicer’s computer system to clearly reflect the ownership of
      the Mortgage Loans by the Trust.  In particular, the Servicer shall
      maintain in its possession, available for inspection by the Trustee, the Master
      Servicer and the Certificate Insurer and shall deliver to the Trustee or the
      Master Servicer upon reasonable prior request and during normal business hours,
      evidence of compliance with all federal, state and local laws, rules and
      regulations. To the extent that original documents are not required for purposes
      of realization of Liquidation Proceeds or Insurance Proceeds, documents
      maintained by the Servicer may be in the form of microfilm or microfiche or
      such
      other reliable means of recreating original documents, including, but not
      limited to, optical imagery techniques so long as the Servicer complies with
      the
      requirements of Accepted Servicing Practices.

     

    The
      Servicer shall maintain with respect to each Mortgage Loan serviced by the
      Servicer and shall upon reasonable prior request and during normal business
      hours make available for inspection by the Trustee, the Master Servicer and
      the
      Certificate Insurer the related servicing file during the time such Mortgage
      Loan is subject to this Agreement and thereafter in accordance with applicable
      law.

     

    Section
      3.16  The
      Trustee.

     

    The
      Trustee shall furnish the Servicer with any powers of attorney and other
      documents prepared and submitted by the Servicer to the Trustee in a form as
      mutually agreed upon and necessary or appropriate to enable the Servicer to
      service and administer the Mortgage Loans and REO Properties.

     

    The
      Trustee shall provide access to the records and documentation in possession
      of
      the Trustee regarding the related Mortgage Loans and REO Property and the
      servicing thereof to the Certificateholders, the Certificate Insurer, the FDIC,
      and the supervisory agents and examiners of the FDIC, such access being afforded
      only upon reasonable prior written request and during normal business hours
      at
      the office of the Trustee; provided, however, that, unless otherwise required
      by
      law, the Trustee shall not be required to provide access to such records and
      documentation if the provision thereof would violate the legal right to privacy
      of any Mortgagor. The Trustee shall allow representatives of the above entities
      to photocopy any of the records and documentation and shall provide equipment
      for that purpose at a charge that covers the Trustee’s actual
      costs.

     

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

     

    Section
      3.17  REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat each REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicer, or the Master Servicer with respect to such treatment.
      In
      particular, the Trustee shall not (a) knowingly sell or permit the sale of
      all
      or any portion of the Mortgage Loans or of any investment of deposits in an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or
      Section 2.04 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of a REMIC Opinion.

     

    Section
      3.18  Annual
      Sarbanes-Oxley Certification; Additional Information.

     

    (a)  The
      Servicer, the Master Servicer and the Securities Administrator shall and shall
      cause any Servicing Function Participant engaged by such party to, provide
      to
      the Certifying Person, by March 15 of each year in which the Trust Fund 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 M, 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 prepare a Sarbanes-Oxley Certification and
      sign
      the same on behalf of the Trust Fund serving as the “Certifying
      Person”.  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 the Servicer, the Master Servicer or the
      Securities Administrator, or any Servicing Function Participant engaged by
      such
      party, 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 3.18 with respect to the period of time it was subject to this
      Agreement or any other applicable agreement, as the case may be.

     

    Notwithstanding
      the foregoing, (i) the Master Servicer and the Securities Administrator shall
      not be required to deliver a Back-Up Certification to each other if each is
      the
      same Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to execute any Sarbanes-Oxley Certification
      in
      the event that it does not receive a Back-Up Certification from any party
      required to deliver such Back-Up Certification pursuant to this Section or
      the Custodial Agreement; provided, however, in the event the Master Servicer
      shall not be required to execute a Sarbanes-Oxley Certification pursuant to
      clause (ii), the Master Servicer shall prepare such Sarbanes-Oxley Certification
      and deliver it to the Depositor for execution.

     

    (b)  The
      Servicer shall provide (or shall cause each Subservicer or Subcontractor to
      provide) to the Master Servicer, the Securities Administrator and the Depositor
      prompt notice and a description of the occurrence of any of the
      following:

     

    (i)  any
      Servicer Default with respect to the Servicer under the terms of this Agreement,
      any merger, consolidation or sale of substantially all of the assets of the
      Servicer, the Servicer’s engagement of any Subservicer to perform or assist in
      the performance of any of the Servicer’s obligations under this Agreement, any
      material litigation or governmental proceedings involving the Servicer (or
      any
      of its Subservicers or Subcontractors, as applicable), and any affiliation
      or
      other significant relationship between the Servicer (or any of its Subservicers
      or Subcontractors, as applicable) and other Transaction Parties.

     

    (ii)  As
      a
      condition to the succession to the Servicer or any Subservicer as servicer
      or
      subservicer under this Agreement by any Person (i) into which the Servicer
      or
      such Subservicer may be merged or consolidated, or (ii) which may be appointed
      as a successor to the Servicer or any Subservicer, the Servicer shall provide
      to
      the Sponsor, Depositor, Master Servicer and Securities Administrator at least
      fifteen (15) calendar days prior to the effective date of such succession or
      appointment, (x) written notice and all information reasonably requested to
      the
      Sponsor, Depositor, Master Servicer and Securities Administrator of such
      succession or appointment and (y) in writing and in form and substance
      reasonably satisfactory to the Sponsor, Depositor, Master Servicer and
      Securities Administrator in order to comply with the reporting obligations
      under
      Item 6.02 of Form 8-K.

     

    (iii)  If
      the
      Servicer or any Servicing Function Participant engaged by the Servicer has
      knowledge of the occurrence of any of the events described in this clause (iii),
      then no later than ten days prior to the deadline for the filing of any
      Distribution Report on Form 10-D in respect of any Trust Fund that includes
      any
      of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer
      shall provide (or cause such Subservicer to provide) to the Master Servicer
      and
      Securities Administrator notice of the occurrence of any of the following events
      along with all information, data, and materials related thereto as may be
      required to be included in the related Distribution Report on Form 10-D (as
      specified in the provisions of Regulation AB referenced below):

     

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

     

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

     

    (C)  information
      regarding any material pool asset changes (such as, additions, substitutions
      or
      repurchases).

     

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

     

    Section
      3.19  Release
      of Mortgage Files.

     

    (a)  Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the Servicer of a notification that payment in full has been escrowed in a
      manner customary for such purposes for payment to Certificateholders on the
      next
      Distribution Date, the Servicer will (or if the Servicer does not, the Master
      Servicer may) promptly furnish to the Trustee and the Custodian, on behalf
      of
      the Trustee, two copies of a request for release substantially in the form
      attached to the Custodial Agreement signed by an Authorized Servicer
      Representative or in a mutually agreeable electronic format which will, in
      lieu
      of a signature on its face, originate from an Authorized Servicer Representative
      (which certification shall include a statement to the effect that all amounts
      received in connection with such payment that are required to be deposited
      in
      the Custodial Account pursuant to Article V have been or will be so deposited)
      and shall request that the Custodian, on behalf of the Trustee, deliver to
      the
      Servicer the related Mortgage File. Within five (5) Business Days of receipt
      of
      such certification and request, the Custodian, on behalf of the Trustee, shall
      release the related Mortgage File to the Servicer and the Trustee and the
      Custodian shall have no further responsibility with regard to such Mortgage
      File. Upon any such payment in full, the Servicer is authorized, to give, as
      agent for the Trustee, as the mortgagee under the Mortgage that secured the
      related Mortgage Loan, an instrument of satisfaction (or assignment of mortgage
      without recourse) regarding the Mortgaged Property subject to the Mortgage,
      which instrument of satisfaction or assignment, as the case may be, shall be
      delivered to the Person or Persons entitled thereto against receipt therefor
      of
      such payment, it being understood and agreed that no expenses incurred in
      connection with such instrument of satisfaction or assignment, as the case
      may
      be, shall be chargeable to the Custodial Account.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with this Agreement, the Trustee shall execute such documents
      as shall be prepared and furnished to the Trustee by the Servicer (in form
      reasonably acceptable to the Trustee) and as are necessary to the prosecution
      of
      any such proceedings. The Custodian, on behalf of the Trustee, shall, upon
      the
      written request of the Servicer, and delivery to the Custodian, on behalf of
      the
      Trustee, of two copies of a request for release signed by an Authorized Servicer
      Representative substantially in the form attached to the Custodial Agreement
      (or
      in a mutually agreeable electronic format which will, in lieu of a signature
      on
      its face, originate from an Authorized Servicer Representative), release the
      related Mortgage File held in its possession or control to the Servicer. Such
      request for release shall obligate the Servicer to return the Mortgage File
      to
      the Custodian on behalf of the Trustee, when the need therefor by such Person
      no
      longer exists unless the Mortgage Loan shall be liquidated, in which case,
      upon
      receipt of a certificate of an Authorized Servicer Representative similar to
      that hereinabove specified, the Mortgage File shall be released by the
      Custodian, on behalf of the Trustee, to the Servicer.

     

    Section
      3.20  Documents,
      Records and Funds in Possession of the Servicer to be held for
      Trustee.

     

    The
      Servicer (to the extent required by this Agreement) shall transmit to the
      Trustee or the Custodian such documents and instruments coming into the
      possession of the Servicer from time to time as are required by the terms hereof
      to be delivered to the Trustee or the Custodian. Any funds received by the
      Servicer in respect of any Mortgage Loan or which otherwise are collected by
      the
      Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
      Mortgage Loan shall be held for the benefit of the Trustee, the
      Certificateholders and the Certificate Insurer subject to the right of the
      Servicer to retain its Servicing Fee and other amounts as provided in this
      Agreement.

     

    Section
      3.21  Possession
      of Certain Insurance Policies and Documents.

     

    The
      Servicer shall retain possession and custody of the originals (to the extent
      available) of any Insurance Policies, or certificate of insurance if applicable,
      and any certificates of renewal as to the foregoing as may be issued from time
      to time that comes into the possession of the Servicer, as contemplated by
      this
      Agreement. Until all amounts distributable in respect of the Certificates have
      been distributed in full, the Trustee (or the Custodian, as directed by the
      Trustee) shall retain possession and custody of each Mortgage File in accordance
      with and subject to the terms and conditions of this Agreement.

     

    Section
      3.22  [Reserved].

     

    Section
      3.23  [Reserved].

     

    Section
      3.24  Optional
      Purchase of Certain Mortgage Loans.

     

    With
      respect to any Mortgage Loan which is delinquent in payment by ninety-one (91)
      days or more or is an REO Property, the Sponsor shall have the right to purchase
      such Mortgage Loan or REO Property from the Trust Fund at a price equal to
      the
      Purchase Price.  The Purchase Price shall be remitted to the Servicer
      for deposit in the Custodial Account and remitted by the Servicer to the
      Securities Administrator on the Remittance Date in the month immediately
      following the month in which the Purchase Price was deposited in the Custodial
      Account.

     

    In
      addition, the Sponsor shall, at its option, purchase any Mortgage Loan from
      the
      Trust Fund if the first Due Date for such Mortgage Loan is subsequent to the
      Cut-off Date and the first Monthly Payment is not made within thirty (30) days
      of such Due Date. Such purchase shall be made at a price equal to the Purchase
      Price.

     

    If
      at any
      time the Sponsor remits to the Servicer a payment for deposit in the Custodial
      Account covering the amount of the Purchase Price for such Mortgage Loan and
      the
      Servicer delivers an Officer’s Certificate to the Trustee (which shall be
      delivered no later than two (2) Business Days following such deposit) certifying
      that the Purchase Price has been deposited in the Custodial Account, the Trustee
      shall execute the assignment of such Mortgage Loan at the request of the Sponsor
      without recourse to the Sponsor which shall succeed to all the Trustee’s, right,
      title and interest in and to such Mortgage Loan, and all security and documents
      relative thereto.  Such assignment shall be an assignment outright and
      not for security.  The Sponsor will thereupon own such Mortgage, and
      all such security and documents, free of any further obligation to the Trustee
      or the Certificateholders with respect thereto.  The Sponsor shall be
      responsible for any transfer costs incurred with respect to a Mortgage Loan
      purchased pursuant to this Section 3.24.

     

    If
      the
      Sponsor is required to repurchase a Mortgage Loan pursuant to this
      Section 3.24, the Servicer shall continue to service such Mortgage Loan
      unless the Sponsor shall repurchase the servicing rights thereon on terms
      mutually agreed to by the Sponsor and the Servicer.  Notwithstanding
      the foregoing, the Master Servicer shall have no obligation to master service
      any Mortgage Loan that has been so repurchased.

     

    Section
      3.25  Obligations
      of the Servicer Under Credit Risk Management Agreements.

     

    Notwithstanding
      anything in this Agreement or the Credit Risk Management Agreements to the
      contrary, the Trustee shall not have any duty or obligation to enforce any
      Credit Risk Management Agreement or to supervise, monitor or oversee the
      activities of the Credit Risk Manager or the Servicer under the Credit Risk
      Management Agreements or this Agreement with respect to any action taken or
      not
      taken by the Servicer pursuant to a recommendation of the Credit Risk Manager
      or
      otherwise in connection with obligations of the Servicer under the related
      Credit Risk Management Agreement.

     

    Section
      3.26  Collection
      of Mortgage Loan Payments; Custodial Account.

     

    (a)  The
      Servicer shall make reasonable efforts in accordance with Accepted Servicing
      Practices to collect all payments called for under the terms and provisions
      of
      the related Mortgage Loans to the extent such procedures shall be consistent
      with this Agreement and the terms and provisions of any related Required
      Insurance Policy. Consistent with the foregoing, the Servicer may in its
      discretion (i) waive any late payment charge and (ii) extend the due dates
      for
      payments due on a Mortgage Note for a Mortgage Loan serviced by the Servicer
      for
      a period not greater than 180 days; provided, however no such extension shall
      be
      materially adverse to the Certificateholders or the Certificate Insurer. In
      the
      event of any such arrangement, the Servicer shall make Advances on the Mortgage
      Loan during the scheduled period in accordance with the amortization schedule
      of
      such Mortgage Loan without modification thereof by reason of such arrangements,
      and shall be entitled to reimbursement therefor in accordance with
      Section 5.01. The Servicer shall not be required to institute or join in
      litigation with respect to collection of any payment (whether under a Mortgage,
      Mortgage Note or otherwise or against any public or governmental authority
      with
      respect to a taking or condemnation) if it reasonably believes that enforcing
      the provision of the Mortgage or other instrument pursuant to which such payment
      is required is prohibited by applicable law. In addition, if (x) a Mortgage
      Loan
      is in default or default is imminent or (y) the Servicer delivers to the Trustee
      and the Securities Administrator a REMIC Opinion, the Servicer may, (A) amend
      the related Mortgage Note to reduce the Mortgage Rate applicable thereto, and
      (B) amend any Mortgage Note for a Mortgage Loan to extend the maturity
      thereof.

     

    (b)  The
      Servicer shall establish and maintain a segregated Custodial Account (which
      shall at all times be an Eligible Account) with a depository institution and
      shall be in the name of the Servicer in trust for Nomura Asset Acceptance
      Corporation, Mortgage Pass-Through Certificates, Series 2007-3,
      Certificateholders and the Certificate Insurer.  On behalf of the
      Trust Fund, the Servicer shall deposit or cause to be deposited in the clearing
      account in which it customarily deposits payments and collection on mortgage
      loans in connection with its mortgage loan servicing activities on a daily
      basis
      and in no event more than one Business Day after the Servicer’s receipt thereof,
      and shall thereafter deposit in the Custodial Account, in no event more than
      two
      (2) Business Days after the Servicer’s receipt thereof, except as otherwise
      specifically provided herein, the following payments and collections remitted
      by
      Subservicers or received by it in respect of the Mortgage Loans subsequent
      to
      the Cut-off Date (other than in respect of principal and interest due on the
      related 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, including Principal Prepayments and Subsequent
      Recoveries, on the Mortgage Loans;

     

    (ii)  all
      payments on account of interest on the Mortgage Loans net of the Servicing
      Fee
      permitted under Section 3.10;

     

    (iii)  all
      Liquidation Proceeds, Insurance Proceeds and condemnation proceeds with respect
      to the Mortgage Loans, other than proceeds to be applied to the restoration
      or
      repair of the related Mortgaged Properties or released to the Mortgagor in
      accordance with the Servicer’s normal servicing procedures;

     

    (iv)  any
      amount required to be deposited by the Servicer pursuant to Section 3.26(c)
      in connection with any losses on Permitted Investments;

     

    (v)  any
      amounts required to be deposited by the Servicer pursuant to
      Section 3.05;

     

    (vi)  any
      amounts paid by an Advance Financing Person in respect of Advances or Servicing
      Advances;

     

    (vii)  any
      Prepayment Charges collected by the Servicer in connection with the Principal
      Prepayment of any of the Mortgage Loans in and any Servicer Prepayment Charge
      Payment Amounts;

     

    (viii)  the
      Purchase Price with respect to any Mortgage Loans purchased by the Sponsor
      pursuant to Section 2.02 or 2.03, any amounts which are to be treated
      pursuant to Section 2.04 of this Agreement as the payment of such a
      Purchase Price and the Purchase Price with respect to any Mortgage Loans
      purchased by the Sponsor pursuant to Section 3.24; and

     

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

     

    The
      foregoing requirements for deposit by the Servicer into the Custodial Account
      shall be exclusive, it being understood and agreed that, without limiting the
      generality of the foregoing, payments in the nature of late payment charges
      or
      assumption fees, if collected, need not be deposited by the
      Servicer.  In the event that the Servicer shall deposit any amount not
      required to be deposited and not otherwise subject to withdrawal pursuant to
      Section 3.27, it may at any time withdraw or direct the institution
      maintaining the Custodial Account, to withdraw such amount from the Custodial
      Account, any provision herein to the contrary notwithstanding.  Such
      withdrawal or direction may be accomplished by delivering written notice thereof
      to the institution maintaining the Custodial Account, that describes the amounts
      deposited in error in the Custodial Account. The Servicer shall maintain
      adequate records with respect to all withdrawals made pursuant to this Section.
      All funds deposited in a Custodial Account shall be held in trust for the
      Certificateholders and the Certificate Insurer, until withdrawn in accordance
      with Section 3.27.

     

    (c)  The
      institution that maintains the Custodial Account, or other authorized entity
      shall invest the funds in the Custodial Account, in the manner directed by
      the
      Servicer, in Permitted Investments which shall mature not later than the next
      succeeding Remittance Date and shall not be sold or disposed of prior to its
      maturity. All such Permitted Investments shall be made in the name of the
      Trustee, for the benefit of the Certificateholders and the Certificate Insurer.
      All income and gain net of any losses realized from any such investment shall
      be
      for the benefit of the Servicer as servicing compensation and shall be remitted
      to it monthly as provided herein. The amount of any losses incurred in the
      Custodial Account in respect of any such investments shall be deposited by
      the
      Servicer into the Custodial Account immediately as realized, out of its own
      funds.

     

    (d)  The
      Servicer shall give at least thirty (30) days’ advance notice to the Trustee,
      the Securities Administrator, the Master Servicer, the Sponsor, each Rating
      Agency, the Certificate Insurer and the Depositor of any proposed change of
      location of the Custodial Account prior to any change thereof.

     

    Section
      3.27  Permitted
      Withdrawals From the Custodial Account.

     

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

     

    (i)  to
      pay
      itself (to the extent not previously paid to or withheld by the Servicer),
      as
      servicing compensation in accordance with Section 3.10, that portion of any
      payment of interest that equals the Servicing Fee for the period with respect
      to
      which such interest payment was made, and, as additional servicing compensation,
      those other amounts set forth in Section 3.10;

     

    (ii)  to
      reimburse the Servicer or an Advance Financing Person for (A) any unreimbursed
      Advances to the extent of amounts received which represent late recoveries
      of
      payments of principal and/or interest  (net of the related Servicing
      Fees), Liquidation Proceeds and Insurance Proceeds on the related Mortgage
      Loans
      with respect to which such Advances were made in accordance with the provisions
      of Section 5.01; and (B) any unreimbursed Advances with respect to the
      final liquidation of a related Mortgage Loan that are Nonrecoverable Advances,
      but only to the extent that late recoveries of payments of principal and/or
      interest, Liquidation Proceeds and Insurance Proceeds received with respect
      to
      such Mortgage Loan are insufficient to reimburse the Servicer or an Advance
      Financing Person for such unreimbursed Advances or (C) subject to
      Section 3.27(b), any unreimbursed Advances to the extent of Amounts Held
      For Future Distribution funds held in the Custodial Account relating to the
      Mortgage Loans that were not included in the Available Distribution Amount
      for
      the preceding Distribution Date;

     

    (iii)  to
      reimburse itself or an Advance Financing Person for any Nonrecoverable
      Advances;

     

    (iv)  to
      reimburse itself from Insurance Proceeds for Insured Expenses covered by the
      related Insurance Policy;

     

    (v)  to
      pay
      itself any unpaid Servicing Fees and to reimburse itself or any Advance
      Financing Person for any unreimbursed Servicing Advances, provided, however,
      that the Servicer’s or such Advance Financing Person’s right to reimbursement
      for Servicing Advances pursuant to this subclause (v) with respect to any
      Mortgage Loan shall be limited to amounts received on particular Mortgage
      Loan(s) (including, for this purpose, late recoveries of payments of principal
      and/or interest, Liquidation Proceeds, Insurance Proceeds, condemnation proceeds
      and purchase and repurchase proceeds) that represent late recoveries of the
      payments for which such Servicing Advances were made;

     

    (vi)  to
      pay to
      the Sponsor or the Depositor with respect to each related Mortgage Loan or
      property acquired in respect thereof that has been purchased pursuant to
      Section 2.02, 2.03 or 3.24, all amounts received thereon and not taken into
      account in determining the related Stated Principal Balance of such repurchased
      Mortgage Loan;

     

    (vii)  to
      pay
      any expenses reimbursable pursuant to Section 7.04;

     

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

     

    (ix)  to
      clear
      and terminate the Custodial Account upon termination of this Agreement pursuant
      to Section 10.01 hereof; and

     

    (x)  to
      pay
      the fee payable to any provider of lender-paid mortgage insurance, if
      applicable.

     

    In
      addition, no later than noon Eastern time on the Remittance Date, the Servicer
      shall withdraw from the Custodial Account maintained by the Servicer and remit
      to the Securities Administrator (a) all amounts deposited in the Custodial
      Account as of the close of business on the last day of the related Due Period
      (net of charges against or withdrawals from the Custodial Account pursuant
      to
      this Section 3.27(a)), plus (b) all Advances, if any, which the Servicer is
      obligated to make pursuant to Section 5.01, minus (c) any amounts
      attributable to Principal Prepayments, Liquidation Proceeds, Insurance Proceeds
      or condemnation proceeds received after the applicable Prepayment Period, which
      amounts shall be remitted on the following Remittance Date, together with any
      Compensating Interest required to be deposited in the Custodial Account in
      connection with such Principal Prepayment in accordance with Section 5.02,
      and minus (d) any amounts attributable to Scheduled Payments collected but
      due
      on a Due Date or Due Dates subsequent to the first day of the month in which
      such Remittance Date occurs, which amounts shall be remitted on the Remittance
      Date next succeeding the Due Date related to such Scheduled
      Payment.

     

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

     

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

     

    (b)  Notwithstanding
      the foregoing, any Amounts Held For Future Distribution withdrawn by the
      Servicer as permitted in Section 3.27(a)(ii) in reimbursement of Advances
      previously made by the Servicer shall be appropriately reflected in the
      Servicer’s records and replaced by the Servicer by deposit in the Custodial
      Account, no later than the close of business on any future Remittance Date
      on
      which the funds on deposit in the Custodial Account shall be less than the
      amount required to be remitted to the Trust Fund on such Remittance Date;
      provided, however that if the rating of the Servicer (including any Successor
      Servicer) is less than “BBB”, the Servicer shall be required to replace such
      funds by deposit to the Distribution Account, no later than the close of
      business on the Remittance Date immediately following the Due Period or
      Prepayment Period for which such amounts relate.  The amount at any
      time credited to the Custodial Account may be invested by the Servicer in
      Permitted Investments.

     

    Section
      3.28  Reports
      to Master Servicer.

     

    Not
      later
      than the tenth (10th) calendar day of each month (or if such tenth calendar
      day
      is not a Business Day, the immediately succeeding Business Day), the Servicer
      shall furnish to the Master Servicer (i) (a) monthly loan data in a mutually
      agreed-upon format containing all of the information set forth in Exhibit X-1,
      (b) default loan data in the format set forth in Exhibit X-2 hereto (or in
      such
      other format mutually agreed-upon between the Servicer and the Master Servicer)
      and (c) information regarding realized losses and gains in the format set forth
      in Exhibit X-3 hereto (or in such other format mutually agreed between the
      Servicer and the Master Servicer), in each case relating to the period ending
      on
      the last day of the preceding calendar month, (ii) all such information required
      pursuant to clause (i)(a) above on a magnetic tape, electronic mail, or other
      similar media reasonably acceptable to the Master Servicer and (iii) all
      supporting documentation with respect to the information required pursuant
      to
      clause (i)(c) above.

     

    Not
      later
      than three (3) Business Days after the Determination Date of each calendar
      month
      and in any event not later than the 18th of each
      month, the
      Servicer shall furnish to the Master Servicer a monthly report containing such
      information regarding prepayments of Mortgage Loans during the applicable
      Prepayment Period in a format as mutually agreed to between the Servicer and
      the
      Master Servicer.

     

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

     

    To
      the
      extent required by the Mortgage Note related to a Mortgage Loan, the Servicer
      shall establish and maintain one or more accounts (each, an “Escrow Account”)
      and deposit, promptly upon receipt, 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 Servicer to compel a Mortgagor to establish
      an
      Escrow Account in violation of applicable law.

     

    Withdrawals
      of amounts so collected from the Escrow Accounts may be made only to effect
      timely payment of taxes, assessments, hazard insurance premiums, condominium
      or
      PUD association dues, or comparable items, to reimburse the Servicer out of
      related collections for any payments made with respect to each Mortgage Loan
      pursuant to Section 3.01 (with respect to taxes and assessments and
      insurance premiums) and Section 3.05 (with respect to hazard insurance), to
      refund to any Mortgagors any sums as may be determined to be overages, to pay
      interest, if required by law or the terms of the related Mortgage or Mortgage
      Note, to such Mortgagors on balances in the Escrow Account, to remove amounts
      deposited in error or to clear and terminate the Escrow Account at the
      termination of this Agreement in accordance with Section 10.01 thereof. The
      Escrow Account shall not be a part of the Trust Fund.

     

    Section
      3.30  Adjustments
      to Mortgage Rate and Scheduled Payment.

     

    On
      each
      applicable Adjustment Date, the Mortgage Rate with respect to each Mortgage
      Loan
      shall be adjusted, in compliance with the requirements of the related Mortgage
      and Mortgage Note, to equal the sum of the related Index plus the Gross Margin
      (rounded in accordance with the related Mortgage Note) subject to the applicable
      Periodic Rate Cap, Maximum Mortgage Interest Rate and Minimum Mortgage Interest
      Rate, as set forth in the Mortgage Note.  The Servicer shall execute
      and deliver the notices required by each Mortgage and Mortgage Note, applicable
      laws and regulations regarding interest rate adjustments.  The
      Servicer shall also provide timely notification to the Master Servicer of all
      applicable data and information regarding such interest rate adjustments and
      the
      Servicer’s methods of implementing such interest rate
      adjustments.  Upon the discovery by the Servicer or the Master
      Servicer that the Servicer has failed to adjust a Mortgage Rate or a Scheduled
      Payment pursuant to the terms of the related Mortgage Note and Mortgage, the
      Servicer shall immediately deposit in the Custodial Account from its own funds
      the amount of any interest loss caused thereby without reimbursement
      therefor.

     

    Section
      3.31  Distribution
      Account.

     

    (a)  The
      Securities Administrator shall establish and maintain a segregated non-interest
      bearing trust account in the name of the Trustee for the benefit of the
      Certificateholders and the Certificate Insurer (the “Distribution Account”). The
      Securities Administrator will deposit in the Distribution Account as identified
      by the Securities Administrator and as received by the Securities Administrator,
      the following amounts:

     

    (i)  All
      payments and recoveries in respect of principal on the related Mortgage Loans,
      including, without limitation, Principal Prepayments, Subsequent Recoveries,
      Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments
      and recoveries in respect of interest on the related Mortgage Loans withdrawn
      by
      the Servicer from the Custodial Account and remitted by the Servicer to the
      Securities Administrator;

     

    (ii)  Any
      Advance and any Compensating Interest Payments;

     

    (iii)  Any
      Prepayment Charges collected by the Servicer in connection with the Principal
      Prepayment of any of the Mortgage Loans (including any Servicer Prepayment
      Charge Payment Amounts);

     

    (iv)  Any
      Insurance Proceeds or Liquidation Proceeds received by or on behalf of the
      Securities Administrator or which were not deposited in the Custodial
      Account;

     

    (v)  The
      Purchase Price with respect to any Mortgage Loans purchased by the Sponsor
      or
      Section 2.02 or 2.03, any amounts which are to be treated pursuant to
      Section 2.04 of this Agreement as the payment of such a Purchase Price, the
      Purchase Price with respect to any Mortgage Loans purchased by the Depositor
      pursuant to Section 3.24, and all proceeds of any Mortgage Loans or
      property acquired with respect thereto repurchased by the Master Servicer
      pursuant to Section 10.01;

     

    (vi)  Any
      amounts required to be deposited with respect to losses on investments of
      deposits in an Account; and

     

    (vii)  Any
      other
      amounts received by or on behalf of the Securities Administrator and required
      to
      be deposited in the Distribution Account pursuant to this
      Agreement.

     

    (b)  All
      amounts deposited to the Distribution Account shall be held by the Securities
      Administrator in the name of the Trustee in trust for the benefit of the
      Certificateholders and the Certificate Insurer in accordance with the terms
      and
      provisions of this Agreement. The requirements for crediting a Distribution
      Account shall be exclusive, it being understood and agreed that, without
      limiting the generality of the foregoing, payments in the nature of late payment
      charges or assumption, tax service, statement account or payoff, substitution,
      satisfaction, release and other like fees and charges, need not be credited
      by
      the Securities Administrator to the Distribution Account.

     

    (c)  The
      amount at any time credited to a Distribution Account may be invested by the
      Securities Administrator in Permitted Investments that mature no later than
      the
      Business Day prior to the next succeeding Distribution Date as directed by
      the
      Master Servicer, unless the investment is managed by the Securities
      Administrator or an affiliate of the Securities Administrator, in which case
      such Permitted Investments may mature on the Distribution Date. All such
      investment income shall be for the benefit of the Master Servicer, and any
      losses incurred shall be deposited by the Master Servicer in such Distribution
      Account immediately as realized.

     

    Section
      3.32  Permitted
      Withdrawals and Transfers from the Distribution Account.

     

    (a)  The
      Securities Administrator will from time to time make or cause to be made such
      withdrawals or transfers from each Distribution Account pursuant to this
      Agreement for the following purposes:

     

    (i)  to
      pay to
      the Trustee any expenses recoverable by the Trustee pursuant to this
      Agreement.

     

    (ii)  to
      reimburse the Servicer (or any successor thereto) for any Advance or Servicing
      Advance of its own funds, the right of the Servicer (or any successor thereto)
      to reimbursement pursuant to this subclause (ii) being limited to amounts
      received on a particular Mortgage Loan (including, for this purpose, the
      Purchase Price therefor, Insurance Proceeds, Liquidation Proceeds and
      condemnation proceeds) which represent late payments or recoveries of the
      principal of or interest on such Mortgage Loan respecting which such Advance
      or
      Servicing Advance was made;

     

    (iii)  to
      reimburse the Master Servicer or the Servicer (or any successor thereto) from
      Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage
      Loan for amounts expended by the Servicer (or any successor thereto) in good
      faith in connection with the restoration of the related Mortgaged Property
      which
      was damaged by an uninsured cause or in connection with the liquidation of
      such
      Mortgage Loan;

     

    (iv)  to
      reimburse the Servicer (or any successor thereto) from Insurance Proceeds
      relating to a particular Mortgage Loan for insured expenses incurred with
      respect to such Mortgage Loan and to reimburse the Servicer (or any successor
      thereto) from Liquidation Proceeds from a particular Mortgage Loan for
      Liquidation Expenses incurred with respect to such Mortgage Loan;

     

    (v)  to
      reimburse the Servicer (or any successor thereto) for advances of funds pursuant
      to this Agreement, and the right to reimbursement pursuant to this subclause
      being limited to amounts received on the related Mortgage Loan (including,
      for
      this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
      Proceeds and condemnation proceeds) which represent late recoveries of the
      payments for which such advances were made;

     

    (vi)  to
      reimburse the Servicer (or any successor thereto) for any Advance or advance,
      after a Realized Loss has been allocated with respect to the related Mortgage
      Loan if the Advance or advance has not been reimbursed pursuant to clauses
      (ii)
      and (v);

     

    (vii)  to
      pay
      the Credit Risk Manager Fee to the Credit Risk Manager; provided, however,
      that
      upon the termination of the Credit Risk Manager pursuant to Section 3.33
      hereof, the amount of the Credit Risk Manager Fee (or any portion thereof)
      previously payable to the Credit Risk Manager as described herein shall be
      paid
      to the Sponsor;

     

    (viii)  to
      reimburse the Trustee or the Securities Administrator for expenses, costs and
      liabilities incurred by and reimbursable to it pursuant to this Agreement
      (including the expenses of the Securities Administrator in connection with
      a tax
      audit in connection with the performance of its obligations pursuant to
      Section 9.13);

     

    (ix)  to
      pay to
      the Trust Fund, as additional servicing compensation, any Excess Liquidation
      Proceeds to the extent not retained by the Servicer;

     

    (x)  to
      reimburse or pay the Servicer any such amounts as are due thereto under this
      Agreement and have not been retained by or paid to the Servicer, to the extent
      provided herein or therein;

     

    (xi)  to
      reimburse the Trustee or the Master Servicer for expenses incurred in the
      transfer of servicing responsibilities of the terminated Servicer after the
      occurrence and continuance of a Servicer Default to the extent not paid by
      the
      terminated Servicer;

     

    (xii)  to
      reimburse the Master Servicer for any costs and expenses reimbursable to the
      Master Servicer pursuant to this Agreement;

     

    (xiii)  to
      reimburse the Custodian for expenses, costs and liabilities incurred or
      reimbursable to it pursuant to this Agreement or the Custodial
      Agreement;

     

    (xiv)  to
      remove
      amounts deposited in error; and

     

    (xv)  to
      clear
      and terminate the Distribution Account pursuant to
      Section 10.01.

     

    (b)  The
      Securities Administrator shall keep and maintain separate accounting, on a
      Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
      reimbursement from the Distribution Account pursuant to subclauses (ii) through
      (v), inclusive or with respect to any such amounts which would have been covered
      by such subclauses had the amounts not been retained by the Securities
      Administrator without being deposited in the Distribution Account under
      Section 3.31.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall distribute the Available
      Funds and the Available Distribution Amounts, to the extent of funds on deposit
      in the Distribution Account to the holders of the related Certificates and
      the
      Certificate Insurer in accordance with Sections 5.05 and 5.06.

     

    Section
      3.33  Duties
      of the Credit Risk Manager; Termination.

     

    The
      Depositor appoints Clayton Fixed Income Services Inc. as Credit Risk Manager.
      For and on behalf of the Depositor, the Credit Risk Manager will provide reports
      and recommendations concerning the Mortgage Loans that are past due, as to
      which
      there has been commencement of foreclosure, as to which there has been
      forbearance in exercise of remedies which are in default, as to which a
      Mortgagor is the subject of bankruptcy, receivership, or an arrangement of
      creditors, or as to which have become REO Properties. Such reports and
      recommendations will be based upon information provided to the Credit Risk
      Manager pursuant to the related Credit Risk Management Agreement and the Credit
      Risk Manager shall look solely to the Servicer and/or Master Servicer for all
      information and data (including loss and delinquency information and data)
      and
      loan level information and data relating to the servicing of the related
      Mortgage Loans. If the Credit Risk Manager is no longer able to perform its
      duties hereunder, the Credit Risk Manager may be terminated by the Depositor
      at
      the direction of Certificateholders evidencing not less than 66 2/3% of the
      Voting Rights. The Depositor may, at its option, cause the appointment of a
      successor Credit Risk Manager. Upon any termination of the Credit Risk Manager
      or the appointment of a successor Credit Risk Manager, the Depositor shall
      give
      written notice thereof to the Servicer, the Trustee, each Rating Agency and
      the
      Credit Risk Manager.

     

    Section
      3.34  Limitation
      Upon Liability of Credit Risk Manager; Indemnification.

     

    Neither
      the Credit Risk Manager, nor any of the directors, officers, employees or agents
      of the Credit Risk Manager, shall be under any liability to the Servicer, the
      Master Servicer, the Securities Administrator, the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement, in reliance
      upon information provided by the Servicer and/or Master Servicer under the
      related Credit Risk Management Agreement or of errors in judgment; provided,
      however, that this provision shall not protect the Credit Risk Manager or any
      such person against liability that would otherwise be imposed by reason of
      willful malfeasance, bad faith or gross negligence in its performance of its
      duties under this Agreement or the Credit Risk Management Agreements. The Credit
      Risk Manager and any director, officer, employee or agent of the Credit Risk
      Manager may rely in good faith on any document of any kind prima facie properly
      executed and submitted by any Person respecting any matters arising hereunder,
      and may rely in good faith upon the accuracy of information furnished by the
      Servicer and/or Master Servicer pursuant to the related Credit Risk Management
      Agreement in the performance of its duties thereunder and
      hereunder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

     

    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS

     

    Section
      4.01  The
      Master Servicer.

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicer to service and administer the Mortgage Loans in accordance with the
      terms of this 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 Accepted
      Master Servicing Practices.  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 this Agreement.  The Master Servicer shall
      independently and separately monitor the servicing activities of the Servicer
      with respect to each Mortgage Loan, reconcile the results of such monitoring
      with such information provided in the previous sentence on a monthly basis
      and
      coordinate corrective adjustments to the Servicer and Master Servicer’s records,
      and based on such reconciled and corrected information, provide such information
      relating to the Mortgage Loans to the Securities Administrator as shall be
      necessary to enable it to prepare the statements specified in Section 5.06
      and any other information and statements required to be provided by the
      Securities Administrator hereunder.  The Master Servicer shall
      reconcile the results of its Mortgage Loan monitoring with the actual
      remittances of the Servicer to the Distribution Account.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Master Servicer shall not have
      any duty or obligation to enforce any Credit Risk Management Agreement that
      the
      Servicer is a party to (the “Servicer Credit Risk Management Agreement”) or to
      supervise, monitor or oversee the activities of the Credit Risk Manager under
      the Servicer Credit Risk Management Agreement with respect to any action taken
      or not taken by the Servicer pursuant to a recommendation of the Credit Risk
      Manager.

     

    The
      Trustee shall furnish the Servicer and the Master Servicer with any limited
      powers of attorney and other documents in form acceptable to the Trustee
      necessary or appropriate to enable the Servicer and the Master Servicer to
      service or master service and administer the Mortgage Loans and REO
      Property.  The Trustee shall have no responsibility for any action of
      the Master Servicer or the Servicer pursuant to any such limited power of
      attorney and shall be indemnified by the Master Servicer or the Servicer for
      any
      cost, liability or expense arising from the misuse thereof by the Master
      Servicer or the Servicer.

     

    Section
      4.02  Monitoring
      of the Servicer.

     

    The
      Master Servicer shall be responsible for monitoring the compliance by the
      Servicer with its respective duties under this Agreement.  In the
      review of the Servicer’s activities, the Master Servicer may rely upon an
      officer’s certificate of the Servicer with regard to the Servicer’s compliance
      with the terms of this Agreement.  In the event that the Master
      Servicer, in its judgment, determines that the Servicer should be terminated
      in
      accordance with this Agreement or that a notice should be sent pursuant to
      this
      Agreement with respect to the occurrence of an event that, unless cured, would
      constitute grounds for such termination, the Master Servicer shall notify the
      Sponsor and the Trustee thereof and the Master Servicer shall issue such notice
      or take such other action as it deems appropriate.

     

    The
      Master Servicer, for the benefit of the Trustee, the Certificateholders and
      the
      Certificate Insurer, shall enforce the obligations of the Servicer under this
      Agreement, and the Master Servicer shall, in the event that the Servicer fails
      to perform its obligations in accordance with this Agreement subject to this
      Section and Article VIII, terminate the rights and obligations of the Servicer
      hereunder in accordance with the provisions of Article VIII.  The
      Master Servicer shall act as servicer of the Mortgage Loans or enter in to
      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 the Master Servicer or such
      successor servicer.  Such enforcement, including, without limitation,
      the legal prosecution of claims and the pursuit of other appropriate remedies,
      shall be in such form and carried out to such an extent and at such time as
      the
      Master Servicer, in its good faith business judgment, would require were it
      the
      owner of the 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 indemnity reasonably acceptable
      to
      it for its costs and expenses in pursuing such action.

     

    To
      the
      extent that the costs and expenses related to the termination of the Servicer,
      appointment of a Successor Servicer or the transfer and assumption of servicing
      by the Master Servicer (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 this 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 Distribution
      Account.

     

    The
      Master Servicer shall require the Servicer to comply with the remittance
      requirements and other obligations set forth in this Agreement.

     

    If
      the
      Master Servicer acts as a Successor Servicer, it shall not assume liability
      for
      the representations and warranties of the Servicer, if any, that it
      replaces.

     

    Section
      4.03  Fidelity
      Bond.

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy that shall be in such form
      and
      amount generally acceptable for entities serving as master servicers or
      trustees, affording coverage with respect to all directors, officers, employees
      and other Persons acting on such Master Servicer’s behalf, and covering errors
      and omissions in the performance of the Master Servicer’s obligations
      hereunder.  Any such errors and omissions policy and fidelity bond may
      not be cancelable without thirty (30) days’ prior written notice to the
      Trustee.

     

    Section
      4.04  Power
      to Act; Procedures.

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Section 9.13 hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders, the Trustee and the
      Certificate Insurer customary consents or waivers and other instruments and
      documents, (ii) to consent to transfers of any Mortgaged Property and
      assumptions of the Mortgage Notes and related Mortgages, (iii) to collect any
      Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate foreclosure
      or other conversion of the ownership of the Mortgaged Property securing any
      Mortgage Loan, in each case, in accordance with the provisions of this
      Agreement; provided, however, that the Master Servicer shall not (and,
      consistent with its responsibilities under Section 4.02, shall not permit
      the Servicer to) knowingly or intentionally take any action, or fail to take
      (or
      fail to cause to be taken) any action reasonably within its control and the
      scope of duties more specifically set forth herein, that, under the REMIC
      Provisions, if taken or not taken, as the case may be, would cause any REMIC
      to
      fail to qualify as a REMIC or result in the imposition of a tax upon the Trust
      Fund (including but not limited to the tax on prohibited transactions as defined
      in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
      set forth in Section 860G(d) of the Code) unless the Master Servicer has
      received an Opinion of Counsel (but not at the expense of the Master Servicer)
      to the effect that the contemplated action will not cause any REMIC to fail
      to
      qualify as a REMIC or result in the imposition of a tax upon any
      REMIC.  The Trustee shall furnish the Master Servicer, upon written
      request from a Servicing Officer or an Authorized Servicer Representative,
      with
      any powers of attorney (in form acceptable to Trustee) empowering the Master
      Servicer, or the Servicer to execute and deliver instruments of satisfaction
      or
      cancellation, or of partial or full release or discharge, and to foreclose
      upon
      or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
      in
      any court action relating to the Mortgage Loans or the Mortgaged Property,
      in
      accordance with this Agreement, and the Trustee shall execute and deliver such
      other documents, as the Master Servicer or the Servicer may request, to enable
      the Master Servicer to master service and administer the Mortgage Loans and
      carry out its duties hereunder, in each case in accordance with Accepted Master
      Servicing Practices (and the Trustee shall have no liability for the misuse
      of
      any such powers of attorney by the Master Servicer or the Servicer and shall
      be
      indemnified by the Master Servicer or the Servicer, as applicable, for any
      costs, liabilities or expenses incurred by the Trustee in connection with such
      misuse).  If the Master Servicer or the Trustee has been advised that
      it is likely that the laws of the state in which action is to be taken prohibit
      such action if taken in the name of the Trustee or that the Trustee would be
      adversely affected under the “doing business” or tax laws of such state if such
      action is taken in its name, the Master Servicer shall join with the Trustee
      in
      the appointment of a co-trustee pursuant to Section 9.10
      hereof.  In the performance of its duties hereunder, the Master
      Servicer shall be an independent contractor and shall not, except in those
      instances where it is taking action authorized pursuant to this Agreement to
      be
      taken by it in the name of the Trustee, be deemed to be the agent of the
      Trustee.

     

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

     

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

     

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

     

    The
      Master Servicer shall transmit to the Trustee or Custodian such documents and
      instruments coming into the possession of the Master Servicer from time to
      time
      as are required by the terms hereof to be delivered to the Trustee or the
      Custodian.  Any funds received by the Master Servicer in respect of
      any Mortgage Loan or which otherwise are collected by the Master Servicer as
      Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect
      of
      any Mortgage Loan shall be held for the benefit of the Trustee, the
      Certificateholders and the Certificate Insurer subject to the Master Servicer’s
      right to retain or withdraw from the Distribution Account the Master Servicing
      Fee and other amounts provided in this Agreement.  The Master
      Servicer, to the extent required by Article III shall cause the Servicer to,
      provide access to information and documentation regarding the Mortgage Loans
      to
      the Trustee, its agents and accountants at any time upon reasonable request
      and
      during normal business hours, and to the Certificateholders that are savings
      and
      loan associations, banks or insurance companies, the OTS, the FDIC and the
      supervisory agents and examiners of such Office and Corporation or examiners
      of
      any other federal or state banking or insurance regulatory authority if so
      required by applicable regulations of the OTS or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it.  In fulfilling such a request the Master Servicer
      shall not be responsible for determining the sufficiency of such
      information.

     

    All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee,
      the Certificateholders and the Certificate Insurer and shall be and remain
      the
      sole and exclusive property of the Trustee; provided, however, that the Master
      Servicer and the Servicer shall be entitled to setoff against, and deduct from,
      any such funds any amounts that are properly due and payable to the Master
      Servicer or the Servicer under this Agreement.

     

    Section
      4.07  Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicer
      under this Agreement to maintain or cause to be maintained standard fire and
      casualty insurance and, where applicable, flood insurance, all in accordance
      with the provisions of this Agreement.  It is understood and agreed
      that such insurance shall be with insurers meeting the eligibility requirements
      set forth in this 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 Mortgage Loan, other than pursuant to such applicable
      laws and regulations as shall at any time be in force and as shall require
      such
      additional insurance.

     

    Pursuant
      to Section 3.31, any amounts collected by the Master 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 this Agreement) shall be deposited into the
      Distribution Account, subject to withdrawal pursuant to
      Section 3.32.

     

    Section
      4.08  Presentment
      of Claims and Collection of Proceeds.

     

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

     

    Section
      4.09  Maintenance
      of the Primary Mortgage Insurance Policies.

     

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

     

    The
      Master Servicer agrees to cause the Servicer to present, on behalf of the
      Trustee, the Certificateholders and the Certificate Insurer claims to the
      insurer under any primary mortgage insurance policies and, in this regard,
      to
      take such reasonable action as shall be necessary to permit recovery under
      any
      primary mortgage insurance policies respecting defaulted Mortgage
      Loans.  Pursuant to Section 3.31 of this Agreement, any amounts
      collected by the Master Servicer or the Servicer under any primary mortgage
      insurance policies shall be deposited by the Servicer or by the Master Servicer
      in the Distribution Account, subject to withdrawal pursuant to
      Section 3.32.

     

    Section
      4.10  Trustee
      to Retain Possession of Certain Insurance Policies and
      Documents.

     

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

     

    Section
      4.11  Realization
      Upon Defaulted Loans.

     

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

     

    Section
      4.12  Compensation
      for the Master Servicer.

     

    As
      compensation for its services hereunder, the Master Servicer shall be entitled
      to receive the Master Servicing Fee and to retain all income and gain realized
      from any investment of funds in the Distribution Account (the “Master Servicing
      Compensation”).  The Master Servicer shall be required to pay all
      expenses incurred by it in connection with its activities hereunder and shall
      not be entitled to reimbursement therefor except as provided in this
      Agreement.

     

    The
      amount of the Master Servicing Fee payable to the Master Servicer in respect
      of
      any Distribution Date shall be reduced in accordance with
      Section 4.14.

     

    Section
      4.13  REO
      Property.

     

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

     

    The
      Master Servicer shall cause the Servicer to deposit all funds collected and
      received in connection with the operation of any REO Property in the Custodial
      Account.

     

    The
      Master Servicer and the Servicer upon the final disposition of any REO Property,
      shall be entitled to reimbursement for any related unreimbursed Advances and
      other unreimbursed advances as well as any unpaid Servicing Fees or Master
      Servicing Fees, as applicable, from Liquidation Proceeds received in connection
      with the final disposition of such REO Property; provided, that any such
      unreimbursed Advances 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.

     

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

     

    The
      Master Servicer shall deposit in the Distribution Account not later than each
      Distribution Date an amount equal to the lesser of (i) the aggregate amounts
      required to be paid by the Servicer under this Agreement with respect to
      Prepayment Interest Shortfalls on the Mortgage Loans for such Distribution
      Date,
      and not so paid by the Servicer and (ii) the Master Servicing Fee for such
      Distribution Date without reimbursement therefor.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      V

     

    ADVANCES
      AND DISTRIBUTIONS

     

    Section
      5.01  Advances;
      Advance Facility.

     

    (a)  The
      Servicer shall make an Advance with respect to any Mortgage Loan and deposit
      such Advance in the Distribution Account no later than noon Eastern time on
      the
      Remittance Date in immediately available funds. The Servicer shall be obligated
      to make any such Advance only to the extent that such advance would not be
      a
      Nonrecoverable Advance. If the Servicer shall have determined that it has made
      a
      Nonrecoverable Advance or that a proposed Advance or a lesser portion of such
      Advance would constitute a Nonrecoverable Advance, the Servicer shall deliver
      (i) to the Securities Administrator for the benefit of the Certificateholders
      and the Certificate Insurer, funds constituting the remaining portion of such
      Advance, if applicable, and (ii) to the Depositor, each Rating Agency and the
      Master Servicer an Officer’s Certificate setting forth the basis for such
      determination.

     

    In
      lieu
      of making all or a portion of an Advance from its own funds, the Servicer may
      (i) cause to be made an appropriate entry in its records relating to the
      Custodial Account that any Amounts Held for Future Distribution has been used
      by
      the Servicer in discharge of its obligation to make any such Advance and (ii)
      transfer such funds from the Custodial Account to the Distribution
      Account.  Any funds so applied and transferred shall be replaced by
      the Servicer by deposit in the Distribution Account, no later than the close
      of
      business on any future Remittance Date on which the funds on deposit in the
      Custodial Account shall be less than the amount required to be remitted to
      the
      Securities Administrator on such Remittance Date; provided, however that if
      the
      rating of the Servicer (including any Successor Servicer) is less than “BBB”,
      the Servicer shall be required to replace such funds by deposit to the
      Distribution Account, no later than the close of business on the Remittance
      Date
      immediately following the Due Period or Prepayment Period for which such amounts
      relate.

     

    The
      Servicer shall be entitled to be reimbursed from the Custodial Account for
      all
      Advances of its own funds made pursuant to this Section as provided in
      Section 3.27. The obligation to make Advances with respect to any Mortgage
      Loan shall continue until such Mortgage Loan is paid in full or the related
      Mortgaged Property or related REO Property has been liquidated or until the
      purchase or repurchase thereof (or substitution therefor) from the Trust Fund
      pursuant to any applicable provision of this Agreement, except as otherwise
      provided in this Section 5.01.

     

    Subject
      to and in accordance with the provisions of Article VIII hereof, in the event
      that the Servicer fails to make such Advance under this Agreement, then the
      Master Servicer, as successor to the Servicer shall be obligated to make such
      Advance only to the extent such Advance, if made, would not constitute a
      Nonrecoverable Advance, subject to the provisions of Sections 5.01 and
      8.02.

     

    (b)  (i)  The
      Servicer is hereby authorized to enter into a financing or other facility (any
      such arrangement, an “Advance Facility”), the documentation for which complies
      with Section 5.01(b)(v) below, under which (1) the Servicer assigns or
      pledges its rights under this Agreement to be reimbursed for any or all Advances
      and/or Servicing Advances to (i) a Person, which may be a special-purpose
      bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously
      assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in
      the case of any Person or SPV of the type described in either of the preceding
      clauses (i) or (ii), may directly or through other assignees and/or pledgees,
      assign or pledge such rights to a Person, which may include a trustee acting
      on
      behalf of holders of debt instruments (any such Person or any such Lender,
      an
“Advance Financing Person”), and/or (2) an Advance Financing Person agrees to
      fund all the Advances and/or Servicing Advances required to be made by the
      Servicer pursuant to this Agreement.  No consent of the Trustee, the
      Securities Administrator, the Master Servicer, the Certificateholders or any
      other party shall be required before the Servicer may enter into an Advance
      Facility nor shall the Trustee, the Securities Administrator, the Master
      Servicer or the Certificateholders be a third party beneficiary of any
      obligation of an Advance Financing Person to the Servicer. Notwithstanding
      the
      existence of any Advance Facility under which an Advance Financing Person agrees
      to fund Advances and/or Servicing Advances, (A) the Servicer (i) shall remain
      obligated pursuant to this Agreement to make Advances and/or Servicing Advances
      pursuant to and as required by this Agreement and (ii) shall not be relieved
      of
      such obligations by virtue of such Advance Facility and (B) neither the Advance
      Financing Person nor any the Servicer’s Assignee (as hereinafter defined) shall
      have any right to proceed against or otherwise contact any Mortgagor for the
      purpose of collecting any payment that may be due with respect to any related
      Mortgage Loan or enforcing any covenant of such Mortgagor under the related
      Mortgage Loan documents.

     

    (ii)  If
      the
      Servicer enters into an Advance Facility, the Servicer and the related Advance
      Financing Person shall deliver to the Master Servicer and the Securities
      Administrator at the address set forth in Section 11.05 hereof no later
      than the Remittance Date immediately following the effective date of such
      Advance Facility a written notice (an “Advance Facility Notice”), stating (a)
      the identity of the Advance Financing Person and (b) the identity of the Person
      (the “Servicer’s Assignee”) that will, subject to Section 5.01(b)(iii)
      hereof, have the right to make withdrawals from the Custodial Account pursuant
      to Section 3.27 hereof to reimburse previously unreimbursed Advances and/or
      Servicing Advances (“Advance Reimbursement Amounts”).  Advance
      Reimbursement Amounts (i) shall consist solely of amounts in respect of Advances
      and/or Servicing Advances for which the Servicer would be permitted to reimburse
      itself in accordance with Section 3.27 hereof, assuming the Servicer had
      made the related Advance(s) and/or Servicing Advance(s) and (ii) shall not
      consist of amounts payable to a successor Servicer in accordance with
      Section 3.27 hereof to the extent permitted under Section 5.01(b)(v)
      below.

     

    (iii)  Notwithstanding
      the existence of an Advance Facility, the Servicer, on behalf of the Advance
      Financing Person and the Servicer’s Assignee, shall be entitled to receive
      reimbursements of Advances and/or Servicing Advances in accordance with
      Section 3.27 hereof, which entitlement may be terminated by the Advance
      Financing Person pursuant to a written notice to the Master Servicer and the
      Securities Administrator in the manner set forth in Section 11.05
      hereof.  Upon receipt of such written notice, the Servicer shall no
      longer be entitled to receive reimbursement for any Advance Reimbursement
      Amounts and the Servicer’s Assignee shall immediately have the right to receive
      from the Custodial Account all Advance Reimbursement
      Amounts.  Notwithstanding the foregoing, and for the avoidance of
      doubt, (i) the Servicer and/or the Servicer ’s Assignee shall only be entitled
      to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals
      from the Custodial Account pursuant to Section 3.27 of this Agreement and
      shall not otherwise be entitled to make withdrawals or receive amounts that
      shall be deposited in the Distribution Account pursuant to Section 3.31
      hereof, and (ii) none of the Trustee or the Certificateholders shall have any
      right to, or otherwise be entitled to, receive any Advance Reimbursement Amounts
      to which the Servicer or the Servicer’s Assignee, as applicable, shall be
      entitled pursuant to Section 3.27 hereof.  An Advance Facility
      may be terminated by the joint written direction of the Servicer and the related
      Advance Financing Person.  Written notice of such termination shall be
      delivered to the Trustee in the manner set forth in Section 11.05
      hereof.  None of the Depositor, Master Servicer, the Securities
      Administrator or the Trustee shall, as a result of the existence of any Advance
      Facility, have any additional duty or liability with respect to the calculation
      or payment of any Advance Reimbursement Amount, nor, as a result of the
      existence of any Advance Facility, shall the Depositor, Master Servicer, the
      Securities Administrator or the Trustee have any additional responsibility
      to
      track or monitor the administration of the Advance Facility or the payment
      of
      Advance Reimbursement Amounts to the Servicer’s Assignee.  The
      Servicer shall indemnify the Master Servicer, the Securities Administrator,
      Depositor, the Trustee, any successor Servicer and the Trust Fund for any claim,
      loss, liability or damage resulting from any claim by the related Advancing
      Financing Person, except to the extent that such claim, loss, liability or
      damage resulted from or arose out of gross negligence, recklessness or willful
      misconduct on the part of the Master Servicer, the Securities Administrator,
      Depositor, the Trustee or any successor Servicer, as the case may
      be.  The Servicer shall maintain and provide to any successor Servicer
      and, upon request, the Trustee a detailed accounting on a loan-by-loan basis
      as
      to amounts advanced by, pledged or assigned to, and reimbursed to any Advancing
      Financing Person. The successor Servicer shall be entitled to rely on any such
      information provided by the Servicer, and the successor Servicer shall not
      be
      liable for any errors in such information.

     

    (iv)  An
      Advance Financing Person who receives an assignment or pledge of rights to
      receive Advance Reimbursement Amounts and/or whose obligations are limited
      to
      the funding of Advances and/or Servicing Advances pursuant to an Advance
      Facility shall not be required to meet the criteria for qualification as the
      Servicer.

     

    (v)  As
      between the Servicer and its Advance Financing Person, on the one hand, and
      a
      successor Servicer and its Advance Financing Person, if any, on the other hand,
      Advance Reimbursement Amounts on a loan-by-loan basis with respect to each
      Mortgage Loan as to which an Advance and/or Servicing Advance shall have been
      made and be outstanding shall be allocated on a “first-in, first out” basis. In
      the event the Servicer’s Assignee shall have received some or all of an Advance
      Reimbursement Amount related to Advances and/or Servicing Advances that were
      made by a Person other than the Servicer or its related Advance Financing Person
      in error, then the Servicer’s Assignee shall be required to remit any portion of
      such Advance Reimbursement Amount to each Person entitled to such portion of
      such Advance Reimbursement Amount.  Without limiting the generality of
      the foregoing, the Servicer shall remain entitled to be reimbursed by the
      Advance Financing Person for all Advances and/or Servicing Advances funded
      by
      the Servicer to the extent the related Advance Reimbursement Amounts have not
      been assigned or pledged to such Advance Financing Person or Servicer’s
      Assignee.

     

    (vi)  For
      purposes of any Officer’s Certificate of the Servicer delivered pursuant to
      Section 5.01(a), any Nonrecoverable Advance referred to therein may have
      been made by the Servicer. In making its determination that any Advance or
      Servicing Advance theretofore made has become a Nonrecoverable Advance, the
      Servicer shall apply the same criteria in making such determination regardless
      of whether such Advance or Servicing Advance shall have been made by the
      Servicer.

     

    (vii)  Any
      amendment to this Section 5.01(b) or to any other provision of this
      Agreement that may be necessary or appropriate to effect the terms of an Advance
      Facility as described generally in this Section 5.01(b), including
      amendments to add provisions relating to a successor Servicer, may be entered
      into by the Master Servicer, the Securities Administrator, the Trustee, the
      Depositor and the Servicer without the consent of any Certificateholder,
      provided such amendment complies with Section 11.01 hereof.  All
      reasonable costs and expenses (including attorneys’ fees) of each party hereto
      of any such amendment shall be borne solely by the Servicer.  The
      parties hereto hereby acknowledge and agree that:  (a) the Advances
      and/or Servicing Advances financed by and/or pledged to an Advance Financing
      Person under any Advance Facility are obligations owed to the Servicer payable
      only from the cash flows and proceeds received under this Agreement for
      reimbursement of Advances and/or Servicing Advances only to the extent provided
      herein, and none of the Master Servicer, the Securities Administrator, the
      Trustee or the Trust Fund are, as a result of the existence of any Advance
      Facility, obligated or liable to repay any Advances and/or Servicing Advances
      financed by the Advance Financing Person; (b) the Servicer will be responsible
      for remitting to the Advance Financing Person the applicable amounts collected
      by it as reimbursement for Advances and/or Servicing Advances funded by the
      Advance Financing Person, subject to the provisions of this Agreement; and
      (c)
      none of the Master Servicer, the Securities Administrator or the Trustee shall
      have any responsibility to track or monitor the administration of the financing
      arrangement between the Servicer and any Advance Financing Person.

     

    Section
      5.02  Compensating
      Interest Payments.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment in full by the Mortgagor with respect to any Mortgage
      Loan
      during the portion of the Prepayment Period occurring in the month prior to
      the
      month in which the related Distribution Date occurs, the Servicer shall deposit
      into the Custodial Account no later than the close of business on the Remittance
      Date immediately preceding such Distribution Date, an amount equal to the
      Prepayment Interest Shortfall; and in case of such deposit, the Servicer shall
      not be entitled to any recovery or reimbursement from the Depositor, the
      Trustee, the Sponsor, the Trust Fund, the Master Servicer or the
      Certificateholders.

     

    Section
      5.03  REMIC
      Distributions.

     

    On
      each
      Distribution Date the Securities Administrator, shall be deemed to allocate
      distributions to the REMIC Regular Interests in accordance with
      Section 5.11 hereof.

     

    Section
      5.04  [Reserved].

     

    Section
      5.05  Distributions
      on the Certificates.

     

    (a)  On
      each
      Distribution Date, the Securities Administrator will withdraw funds on deposit
      in the Distribution Account and make distributions to the Certificate Insurer
      and the Holders of the Certificates in accordance with the Remittance Report
      for
      such Distribution Date, in the following order of priority:

     

    (i)(1)        to
      the Supplemental Interest Trust, any Net Swap Payment and any Swap Termination
      Payment owed to the Swap Provider (unless the Swap Provider is the sole
      Defaulting Party or the sole Affected Party (as defined in the ISDA Master
      Agreement) and to the extent not paid by the Securities Administrator from
      any
      upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust
      Trustee);

     

    (2)           to
      the Certificate Insurer, the Policy Premium payable to the Certificate Insurer
      on such Distribution Date;

     

    (3)           concurrently,
      to the Senior Certificates, pro rata based on amounts due, Current Interest
      and
      Carryforward Interest for such Distribution Date;

     

    (4)           to
      the Certificate Insurer, in an amount equal to (i) any amounts reimbursable
      to
      the Certificate Insurer for the interest portion of any payments made by the
      Certificate Insurer pursuant to the Commitment Letter and (ii) any related
      unpaid Policy Premium;

     

    (5)           to
      the Class M-1 Certificates, Current Interest and Carryforward Interest for
      such
      Class and Distribution Date;

     

    (6)           to
      the Class M-2 Certificates, Current Interest and Carryforward Interest for
      such
      Class and Distribution Date;

     

    (7)           to
      the Class M-3 Certificates, Current Interest and Carryforward Interest for
      such
      Class and Distribution Date;

     

    (8)           to
      the Class M-4 Certificates, Current Interest and Carryforward Interest for
      such
      Class and Distribution Date;

     

    (9)           to
      the Class M-5 Certificates, Current Interest and Carryforward Interest for
      such
      Class and Distribution Date; and

     

    (10)           for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      any
      such Interest Remittance Amount remaining after application pursuant to clauses
      (1) through (9) above.

     

    (ii)           The
      Principal Payment Amount will be paid on each Distribution Date as
      follows:

     

    I.           On
      each Distribution Date (x) prior to the Stepdown Date or (y) with respect to
      which a Trigger Event is in effect, the Principal Payment Amount will be paid
      in
      the following order of priority:

     

    (A)  to
      the
      Supplemental Interest Trust, any Net Swap Payment and any Swap Termination
      Payment owed to the Swap Provider (unless the Swap Provider is the sole
      Defaulting Party or the sole Affected Party (as defined in the ISDA Master
      Agreement) and to the extent not paid by the Securities Administrator from
      any
      upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust Trustee)
      to the extent not paid from the Interest Remittance Amount on such Distribution
      Date;

     

    (B)  concurrently,
      to the Senior Certificates as follows:

     

    (i)           the
      Senior Sequential Allocation Percentage of the remaining Principal Payment
      Amount, sequentially, in the following order of priority:

     

    (1)           first,
      to the Class A-1 Certificates, until its Certificate Principal Balance has
      been
      reduced to zero;

     

    (2)           second,
      to the Class A-2 Certificates, until its Certificate Principal Balance has
      been
      reduced to zero;

     

    (3)           third,
      to the Class A-3 Certificates, until its Certificate Principal Balance has
      been
      reduced to zero; and

     

    (ii)           the
      Class A-4 Allocation Percentage of the remaining Principal Payment Amount to
      the
      Class A-4 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (C)  to
      the
      Class M-1 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (D)  to
      the
      Class M-2 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (E)  to
      the
      Class M-3 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (F)  to
      the
      Class M-4 Certificates, until its Certificate Principal Balance has been reduced
      to zero;

     

    (G)  to
      the
      Class M-5 Certificates, until its Certificate Principal Balance has been reduced
      to zero; and

     

    (H)  for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      any
      such Principal Payment Amount remaining after application pursuant to clauses
      I(A) through (G) above.

     

    II.           On
      each Distribution Date (x) on or after the Stepdown Date and (y) with respect
      to
      which a Trigger Event is not in effect, the Principal Payment Amount will be
      paid in the following order of priority:

     

    (I)  to
      the
      Supplemental Interest Trust, any Net Swap Payment and any Swap Termination
      Payment owed to the Swap Provider (unless the Swap Provider is the sole
      Defaulting Party or the sole Affected Party (as defined in the ISDA Master
      Agreement) and to the extent not paid by the Securities Administrator from
      any
      upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust Trustee)
      remaining unpaid after the distribution of the Interest Remittance Amount on
      such Distribution Date;

     

    (J)  concurrently
      to the Senior Certificates, the Senior Principal Payment Amount, in the
      following order of priority:

     

    (i)
      the
      Senior Sequential Allocation Percentage of the Senior Principal Payment Amount,
      sequentially, in the following order of priority:

     

    (a)           to
      the Class A-1 Certificates, until its Certificate Principal Balance has been
      reduced to zero;

     

    (b)           to
      the Class A-2 Certificates, until its Certificate Principal Balance has been
      reduced to zero;

     

    (c)           to
      the Class A-3 Certificates, until its Certificate Principal Balance has been
      reduced to zero; and

     

    (ii)
      to
      the Class A-4 Certificates, the Class A-4 Allocation Percentage of the Senior
      Principal Payment Amount, until its Certificate Principal Balance has been
      reduced to zero;

     

    (K)  to
      the
      Class M-1 Certificates, the Class M-1 Principal Payment Amount for such
      Distribution Date, until its Certificate Principal Balance has been reduced
      to
      zero;

     

    (L)  to
      the
      Class M-2 Certificates, the Class M-2 Principal Payment Amount for such
      Distribution Date, until its Certificate Principal Balance has been reduced
      to
      zero;

     

    (M)  to
      the
      Class M-3 Certificates, the Class M-3 Principal Payment Amount for such
      Distribution Date, until its Certificate Principal Balance has been reduced
      to
      zero;

     

    (N)  to
      the
      Class M-4 Certificates, the Class M-4 Principal Payment Amount for such
      Distribution Date, until its Certificate Principal Balance has been reduced
      to
      zero;

     

    (O)  to
      the
      Class M-5 Certificates, the Class M-5 Principal Payment Amount for such
      Distribution Date, until its Certificate Principal Balance has been reduced
      to
      zero; and

     

    (P)  for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      any
      such Principal Payment Amount remaining after application pursuant to clauses
      II(A) through (G) above.

     

    Notwithstanding
      the priority of distributions described in this section with respect to the
      Senior Certificates, on any Distribution Date which occurs after the Certificate
      Principal Balances of the Mezzanine Certificates have been reduced to zero
      distributions to the Senior Certificates in respect of principal will be
      allocated concurrently to the Senior Certificates on a pro rata basis, based
      on
      the Certificate Principal Balance of each Class of Senior Certificates, until
      the Certificate Principal Balance of each such Class has been reduced to
      zero.

     

    (iii)           On
      each Distribution Date, the Monthly Excess Cashflow will be distributed in
      the
      following order of priority:

     

    
      	
               

            	
              (1)

            	
              to
                the Certificate Insurer, in an amount equal to (i) any amounts
                reimbursable to the Certificate Insurer for payments made by the
                Certificate Insurer pursuant to the Commitment Letter and (ii) any
                related
                unpaid Policy Premium;

            


    

     

    
      	
               

            	
                 (2)(A)

            	
              until
                the aggregate Certificate Principal Balance of the Publicly Offered
                Certificates equals or exceeds the Aggregate Loan Balance for such
                Distribution Date (after giving effect to scheduled payments of principal
                due during the related Due Period to the extent received or advanced,
                unscheduled collections of principal received during the related
                Prepayment Period and after reduction for Realized Losses on the
                Mortgage
                Loans incurred during the related Due Period) minus the Targeted
                Overcollateralization Amount for such date, on each Distribution
                Date (a)
                prior to the Stepdown Date or (b) with respect to which a Trigger
                Event is
                in effect, to the extent of Monthly Excess Interest for such Distribution
                Date, to the Publicly Offered Certificates, in the following order
                of
                priority:

            


    

     

    (i)    concurrently,
      to
      the Senior Certificates as follows:

     

    (a)           the
      Senior Sequential Allocation Percentage of the Monthly Excess Cashflow,
      sequentially, in the following order of priority:

     

    (1)           to
      the Class A-1 Certificates, until its Certificate Principal Balance has been
      reduced to zero;

     

    (2)           to
      the Class A-2 Certificates, until its Certificate Principal Balance has been
      reduced to zero;

     

    (3)           to
      the Class A-3 Certificates, until its Certificate Principal Balance has been
      reduced to zero; and

     

    (b)           to
      the Class A-4 Certificates, the Class A-4 Allocation Percentage of the Monthly
      Excess Cashflow, until its Certificate Principal Balance has been reduced to
      zero; and

     

    (ii)           to
      the Class M-1 Certificates, until its Certificate Principal Balance has been
      reduced to zero;

     

    
      	
               

            	
              (iii)

            	
              to
                the Class M-2 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
               

            	
              (iv)

            	
              to
                the Class M-3 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero;

            


    

     

    
      	
               

            	
              (v)

            	
              to
                the Class M-4 Certificates, until its Certificate Principal Balance
                has
                been reduced to zero; and

            


    

     

    
      	
               

            	
              (vi)

            	
              to
                the Class M-5 Certificates, until the Certificate Principal Balance
                thereof has been reduced to zero.

            


    

     

    (B)           on
      each Distribution Date on or after the Stepdown Date and with respect to which
      a
      Trigger Event is not in effect, to fund any principal distributions required
      to
      be made on such Distribution Date set forth in Section 5.05(a)(ii)(II),
      after giving effect to the distribution of the Principal Payment Amount for
      such
      date, in accordance with the priorities set forth therein;

     

    
      	
               

            	
              (3)

            	
              concurrently,
                to the Senior Certificates, any Deferred Amount for each such Class
                on a
                pro rata basis based on the entitlement of each such
                Class;

            


    

     

    
      	
               

            	
              (4)

            	
              to
                the Class M-1 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	
               

            	
              (5)

            	
              to
                the Class M-2 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	
               

            	
              (6)

            	
              to
                the Class M-3 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	
               

            	
              (7)

            	
              to
                the Class M-4 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	
               

            	
              (8)

            	
              to
                the Class M-5 Certificates, any Deferred Amount for such
                Class;

            


    

     

    
      	
               

            	
              (9)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Senior Certificates, concurrently,
                any Basis
                Risk Shortfall for each such Class, on a pro rata basis based on
                the
                entitlement of each such Class;

            


    

     

    
      	
               

            	
              (10)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-1 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	
               

            	
              (11)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-2 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	
               

            	
              (12)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-3 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	
               

            	
              (13)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-4 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	
               

            	
              (14)

            	
              to
                the Basis Risk Shortfall Reserve Fund and then from the Basis Risk
                Shortfall Reserve Fund to the Class M-5 Certificates, any Basis Risk
                Shortfall for such Class;

            


    

     

    
      	
               

            	
              (15)

            	
              to
                the Supplemental Interest Trust, any Swap Termination Payment owed
                to the
                Swap Provider in the event of a Swap Provider Trigger Event and the
                Swap
                Provider is the sole Defaulting Party or the sole Affected Party
                (as
                defined in the ISDA Master Agreement) not paid on prior Distribution
                Dates
                and to the extent not paid by the Securities Administrator from any
                upfront payment received pursuant to any replacement interest rate
                swap
                agreement that may be entered into by the Supplemental Interest Trust
                Trustee;

            


    

     

    
      	
               

            	
              (16)

            	
              to
                the Certificate Insurer, any remaining amounts owed to the Certificate
                Insurer under the Commitment
                Letter;

            


    

     

    (17)         to
      the Class X Certificates, the Class X Distribution Amount; and

     

    
      	
               

            	
              (18)

            	
              to
                the Class R Certificates (in respect of the Class R-3 Interest),
                any
                remaining amount. It is not anticipated that any amounts will be
                distributed to the Class R Certificates under this clause
                (18).

            


    

     

    Notwithstanding
      the foregoing, distributions pursuant to subparagraphs (2) through (14) above
      on
      any Distribution Date will be made after giving effect to payments received
      pursuant to the Swap Agreement.

     

    On
      each
      Distribution Date, the Securities Administrator, after making the required
      distributions of interest and principal to the Certificates as described in
      clauses (i) and (ii) above and after the distribution of the Monthly Excess
      Cashflow as described in clause (iii) above, will withdraw from the Basis Risk
      Shortfall Reserve Fund the amounts on deposit therein and distribute such
      amounts to the Senior Certificates and Mezzanine Certificates in respect of
      any
      Basis Risk Shortfalls in the following manner and order of priority: first,
      concurrently to the Senior Certificates, on a pro rata basis, based on the
      entitlement of each such Class, the amount of any Basis Risk Shortfalls
      allocated to such Class for such Distribution Date; second, to the Class M-1
      Certificates, the amount of any Basis Risk Shortfall allocated to such Class
      for
      such Distribution Date for such Class; third, to the Class M-2 Certificates,
      the
      amount of any Basis Risk Shortfall allocated to such Class for such Distribution
      Date for such Class; fourth, to the Class M-3 Certificates, the amount of any
      Basis Risk Shortfalls allocated to such Class for such Distribution Date for
      such Class; fifth, to the Class M-4 Certificates, the amount of any Basis Risk
      Shortfalls allocated to such Class for such Distribution Date; and sixth, to
      the
      Class M-5 Certificates, the amount of any Basis Risk Shortfalls allocated to
      such Class for such Distribution Date.

     

    (b)  Subject
      to Section 10.02 hereof respecting the final distribution on a Class of
      Senior Certificates or Mezzanine Certificates, on each Distribution Date the
      Securities Administrator shall make distributions to each Holder of a Senior
      Certificate or Mezzanine Certificate of record on the preceding Record Date
      either by wire transfer in immediately available funds to the account of such
      Holder at a bank or other entity having appropriate facilities therefor, if
      (i)
      such Holder has so notified the Securities Administrator at least five (5)
      Business Days prior to the related Record Date and (ii) such Holder shall hold
      Regular Certificates with aggregate principal denominations of not less than
      $1,000,000 or evidencing a Percentage Interest aggregating ten percent (10%)
      or
      more with respect to such Class or, if not, by check mailed by first class
      mail
      to such Certificateholder at the address of such Holder appearing in the
      Certificate Register. Notwithstanding the foregoing, but subject to
      Section 10.02 hereof respecting the final distribution, distributions with
      respect to Senior Certificates and Mezzanine Certificates registered in the
      name
      of a Depository shall be made to such Depository in immediately available
      funds.

     

    (c)  Any
      Net
      Swap Payments and Swap Termination Payments (other than Swap Termination
      Payments resulting from a Swap Provider Trigger Event) payable by the
      Supplemental Interest Trust to the Swap Provider pursuant to the Swap Agreement
      shall be deducted from Interest Remittance Amount, and to the extent of any
      such
      remaining amounts due, from Principal Remittance Amount, prior to any
      distributions to the Holders of the Certificates. On each Distribution Date,
      such amounts will be remitted to the Supplemental Interest Trust, first to
      make
      any Net Swap Payment owed to the Swap Provider pursuant to the Swap Agreement
      for such Distribution Date, and second to make any Swap Termination Payment
      (not
      due to a Swap Provider Trigger Event) owed to the Swap Provider pursuant to
      the
      Swap Agreement for such Distribution Date.  Any Swap Termination
      Payment due as a result of the occurrence of a Swap Provider Trigger Event
      owed
      to the Swap Provider pursuant to the Swap Agreement will be subordinated to
      distributions to the Holders of the Senior Certificates and Mezzanine
      Certificates and shall be paid as set forth in clause (d) below.

     

    (d)  On
      each
      Distribution Date, the Securities Administrator shall distribute from the
      amounts received from the Swap Provider in respect of any Net Swap Payment
      then
      on deposit in the Supplemental Interest Trust in the following order of
      priority:

     

    (i)            concurrently,
      to the Senior Certificates, pro rata based on amounts due, Current Interest
      and
      any Carryforward Interest for each such Class and Distribution Date, after
      giving effect to distributions of such amounts pursuant to
      Section 5.05(a)(i)(3);

     

    (ii)            to
      the Certificate Insurer, the portion of the unpaid amount that represents the
      interest portion of any outstanding payments made by the Certificate Insurer
      under the Policy, after giving effect to distributions of such amount pursuant
      to Section 5.05(a)(i)(2) and Section 5.05(a)(iii)(1) on such Distribution
      Date;

     

    (iii)            sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates,
      in
      that order, Current Interest and any Carryforward Interest for each such Class
      and Distribution Date, after giving effect to distributions of such amounts
      pursuant to Sections 5.05(a)(i)(5) through (9);

     

    (iv)            to
      the Holders of the Class or Classes of Publicly Offered Certificates then
      entitled to receive distributions in respect of principal, in an amount
      necessary to maintain or restore the Targeted Overcollateralization Amount
      after
      taking into account distributions made pursuant to
      Section 5.05(a)(iii)(2);

     

    (v)            concurrently
      to the Senior Certificates, on a pro rata basis based on the entitlement of
      each
      such Class, any applicable Deferred Amounts, prior to giving effect to amounts
      available to be paid in respect of Deferred Amounts pursuant to
      Section 5.05(a)(iii)(3);

     

    (vi)            to
      the Certificate Insurer, the portion of any unpaid amount that represents the
      principal portion of any outstanding payments made by the Certificate Insurer
      under the Policy, after giving effect to distributions of such amount as
      described under “-Credit
      Enhancement-
      Overcollateralization” on such distribution date;

     

    (vii)            concurrently
      to the Senior Certificates, on a pro rata basis based on the entitlement of
      each
      such Class, and then sequentially to the Class M-1, Class M-2, Class M-3, Class
      M-4 and Class M-5 Certificates, in that order, any applicable Deferred Amounts,
      prior to giving effect to amounts available to be paid in respect of Deferred
      Amounts pursuant to Section 5.05(a)(iii)(3) through (8);

     

    (viii)           to
      the Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall
      Reserve Fund first, concurrently, to the Senior Certificates, on a pro rata
      basis, based on the entitlement of each such Class, and then to the Class M-1,
      Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, in that order,
      any
      applicable Basis Risk Shortfalls, prior to giving effect to any withdrawals
      from
      the Basis Risk Shortfall Reserve Fund or from amounts available to be paid
      in
      respect of Basis Risk Shortfalls pursuant to Section 5.05(a)(iii)(9)
      through (14); and

     

    (ix)            to
      the Class X Certificates, any remaining amounts.

     

    Notwithstanding
      the foregoing, in no instance will such payments (other than payments made
      under
      clause (ix) above) be made other than to the extent of Realized Losses and
      Basis
      Risk Shortfalls.

     

    Amounts
      payable by the supplemental interest trust to the Securities Administrator
      in
      respect of Net Swap Payments and Swap Termination Payments other than Swap
      Termination Payments resulting from a Swap Provider Trigger Event (and to the
      extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any replacement interest rate swap agreement that may
      be
      entered into by the Supplemental Interest Trust Trustee) in respect of the
      Swap
      Agreement will be deducted from related available funds before distributions
      to
      the holders of the Publicly Offered Certificates. On or before each Distribution
      Date, such amounts will be distributed by the trust to the Securities
      Administrator, and paid by the Securities Administrator to the Swap Provider
      as
      follows:

     

    (i)  first
      to
      make any Net Swap Payment owed to the Swap Provider pursuant to the Swap
      Agreement for such Distribution Date, and

     

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

     

    Section
      5.06  [Reserved].

     

    Section
      5.07  Allocation
      of Realized Losses on the Mortgage Loans.

     

    (a)  On
      or
      prior to each Determination Date, the Securities Administrator shall determine
      the amount of any Realized Loss in respect of each Mortgage Loan that occurred
      during the immediately preceding calendar month.

     

    (b)  The
      interest portion of Realized Losses on the Mortgage Loans shall be allocated
      to
      the Certificates as described in Section 1.02 hereof.

     

    The
      principal portion of all Realized Losses on the Mortgage Loans shall be
      allocated on each Distribution Date as follows: first, in reduction of
      Net Swap Payments paid by the Swap Provider under the Swap Agreement and the
      Monthly Excess Cashflow for such Distribution Date; second, to the Class
      X Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; third, to the Class M-5 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; fourth, to the Class
      M-4 Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero; fifth, to the Class M-3 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; sixth, to
      the Class M-2 Certificates, until the Certificate Principal Balance thereof
      has
      been reduced to zero, and seventh, to the Class M-1 Certificates, until
      the Certificate Principal Balance thereof has been reduced to zero. In addition,
      once the Mezzanine Certificates have been reduced to zero, any additional
      Realized Losses on the Mortgage Loans will be allocated to the Senior
      Certificates, on a pro rata basis, until the Certificate Principal Balance
      of
      each such Class has been reduced to zero; provided, however, that Realized
      Losses allocable to the Senior Certificates will be covered by the
      Policy.

     

    Any
      allocation of the principal portion of Realized Losses to a Class of Publicly
      Offered Certificates on any Distribution Date shall be made by reducing the
      Certificate Principal Balance thereof by the amount so allocated; any allocation
      of Realized Losses to a Class X Certificate shall be made by reducing the amount
      otherwise payable in respect thereof pursuant to
      Section 5.05(a)(iii).  No allocations of any Realized Losses
      shall be made to the Certificate Principal Balances of the Class P
      Certificates.

     

    All
      such
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    (c)  Notwithstanding
      anything to the contrary contained herein, if on any Distribution Date the
      Securities Administrator discovers, based solely on the reports delivered by
      the
      Servicer under this Agreement that any Subsequent Recoveries have been collected
      by the Servicer with respect to the Mortgage Loans, the amount of such
      Subsequent Recoveries will be applied to increase the Certificate Principal
      Balance of the Certificates to which such Realized Losses have been allocated
      as
      follows: first, to the Senior Certificates, on a pro rata basis based on the
      related amount of Applied Loss Amounts allocated thereto, and then to the Class
      M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates, in that order,
      in each case up to the related amount of Applied Loss Amounts but only to the
      extent that the Certificate Principal Balance has not previously been increased
      due to other Subsequent Recoveries and that any such Applied Loss Amount has
      not
      been paid to such Class of Publicly Offered Certificates as a Deferred Amount
      with Monthly Excess Cashflow or a Net Swap Payment paid by the Swap Provider
      and
      available for this purpose. Holders of such Certificates will not be entitled
      to
      any payment in respect of current interest on the amount of such increases
      for
      any Accrual Period preceding the Distribution Date on which such increase
      occurs. Any such increases shall be applied to the Certificate Principal Balance
      of each Class of Publicly Offered Certificates in accordance with its respective
      Percentage Interest.

     

    (d)  With
      respect to the REMIC I Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated shall be allocated on each Distribution Date first,
      to
      REMIC I Regular Interest I until the Uncertificated Principal Balance has been
      reduced to zero, and second, to REMIC I Regular Interest I-1-A through REMIC
      I
      Regular Interest 60-B, starting with the lowest numerical denomination until
      such REMIC I Regular Interest has been reduced to zero, provided that, for
      REMIC
      I Regular Interests with the same numerical denomination, such Realized Losses
      shall be allocated pro rata between such REMIC I Regular Interests.

     

    (e)  With
      respect to the REMIC II Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated on each Distribution Date to the following REMIC II
      Regular Interests in the specified percentages, as follows: first, to
      Uncertificated Accrued Interest payable to the REMIC II Regular Interest LT-AA
      and REMIC II Regular Interest LT-ZZ up to an aggregate amount equal to the
      REMIC
      II Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
      Uncertificated Principal Balances of REMIC II Regular Interest LT-AA and REMIC
      II Regular Interest LT-ZZ up to an aggregate amount equal to the REMIC II
      Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
      Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II
      Regular Interest LT-M5 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M5 has been reduced to zero; fourth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M4
      and
      REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M4 has been
      reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M3 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M3 has been reduced to zero; sixth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M2 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M2 has been reduced to zero; seventh, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-M1 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC II Regular Interest LT-M1 has
      been
      reduced to zero; and eighth, to the Uncertificated Principal Balances of REMIC
      II Regular Interest LT-AA, 98%, to the Uncertificated Principal Balances of
      REMIC II Regular Interests LT-A1, LT-A2, LT-A3 and LT-A4, 1%, pro rata, and
      to
      the Uncertificated Principal Balance of REMIC II Regular Interest LT-ZZ, 1%,
      respectively, until the Uncertificated Principal Balances of REMIC II Regular
      Interests LT-A1, LT-A2, LT-A3 and LT-A4 have been reduced to zero.

     

    Section
      5.08  Monthly
      Statements to Certificateholders.

     

    (a)  Not
      later
      than each Distribution Date, the Securities Administrator shall prepare and
      make
      available to each Holder of Certificates, the Certificate Insurer and the Credit
      Risk Manager via its website a statement setting forth the following information
      for the Certificates:

     

    (i)  the
      Accrual Period and Distribution Date for each Class of
      Certificates;

     

    (ii)  the
      Pass-Through Rate for each Class of Certificates with respect to the current
      Accrual Period;

     

    (iii)  the
      total
      cash flows received and the general sources thereof;

     

    (iv)   the
      amount of the related distribution to Holders of each Class of Certificates
      allocable to principal, separately identifying (A) the aggregate amount of
      any
      Principal Prepayments included therein, (B) the aggregate of all scheduled
      payments of principal included therein, (C) the amount of Prepayment Charges
      distributed to the Class P Certificates, (D) the Extra Principal Distribution
      Amount and (E) the Monthly Excess Interest with respect to the Certificates,
      if
      any;

     

    (v)  the
      amount distributed to Holders of each Class of Certificates on such Distribution
      Date allocable to interest;

     

    (vi)  the
      Certificate Principal Balance or Certificate Notional Balance of each Class
      of
      Certificates, if applicable, after giving effect (i) to all distributions
      allocable to principal on such Distribution Date and (ii) the allocation of
      any
      Realized Losses for such Distribution Date;

     

    (vii)  the
      aggregate amount of Advances included in the distributions on the Distribution
      Date;

     

    (viii)  the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (ix)  the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to
      Section 3.27 of this Agreement or the Master Servicer pursuant to
      Section 4.14 of this Agreement, as applicable;

     

    (x)  the
      cumulative amount of Realized Losses for the Mortgage Loans to date and, in
      addition, if the Certificate Principal Balance of any Class of Certificates
      have
      been reduced to zero, the cumulative amount of any Realized Losses for the
      Mortgage Loans that have not been allocated to any Class of
      Certificates;

     

    (xi)  the
      Overcollateralization Amount, the Senior Enhancement Percentage, any
      Overcollateralization Deficiency Amount and any Overcollateralization Release
      Amount for such Distribution Date;

     

    (xii)  the
      amount of any Prepayment Charges remitted by the Servicer;

     

    (xiii)  the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (xiv)  the
      number and Scheduled Principal Balance of all the Mortgage Loans for the
      following Distribution Date;

     

    (xv)  the
      number and aggregate principal balance of any related Mortgage Loans that were
      (A) delinquent (exclusive of related Mortgage Loans in foreclosure) using the
      “OTS” method (1) one scheduled payment is delinquent, (2) two scheduled payments
      are delinquent, (3) three scheduled payments are delinquent and (4) foreclosure
      proceedings have been commenced, and loss information for the period; the number
      and aggregate principal balance of any related Mortgage Loans in respect of
      which (A) one scheduled payment is delinquent, (B) two scheduled payments are
      delinquent, (C) three or more scheduled payments are delinquent and (D)
      foreclosure proceedings have been commenced, and loss information for the
      period;

     

    (xvi)  with
      respect to any related Mortgage Loan that was liquidated during the preceding
      calendar month, the loan number and the Stated Principal Balance of, and
      Realized Loss on, such Mortgage Loan as of the close of business on the
      Determination Date preceding such Distribution Date;

     

    (xvii)  the
      total
      number and principal balance of any real estate owned or REO Properties as
      of
      the close of business on the Determination Date preceding such Distribution
      Date;

     

    (xviii)  the
      three
      month rolling average of the percent equivalent of a fraction, the numerator
      of
      which is the aggregate scheduled principal balance of the Mortgage Loans that
      are sixty (60) days or more delinquent or are in bankruptcy or foreclosure
      or
      are REO Properties, and the denominator of which is the scheduled principal
      balances of all of the Mortgage Loans as of the last day of such Distribution
      Date;

     

    (xix)  the
      aggregate Stated Principal Balance for each Mortgage Loan that is sixty (60)
      days or more delinquent or is in bankruptcy or foreclosure or are REO
      Properties;

     

    (xx)  the
      aggregate Servicing Fee received by the Servicer, and the Master Servicing
      Fees
      received by the Master Servicer during the related Due Period;

     

    (xxi)  the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees;

     

    (xxii)  the
      amount of any Basis Risk Shortfalls and the amount in the Basis Risk Shortfall
      Reserve Fund after all deposits and withdrawals on such Distribution
      Date;

     

    (xxiii)  amounts
      payable in respect of the Swap Agreement; and

     

    (xxiv)  whether
      the Stepdown Date has occurred and whether any Trigger Event is in
      effect.

     

    The
      Securities Administrator may make the foregoing monthly statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders via the Securities
      Administrator’s internet website. The Securities Administrator’s internet
      website shall initially be located at “www.ctslink.com”. Assistance in using the
      website can be obtained by calling the Securities Administrator’s customer
      service desk at (866) 846-4526. Parties that are unable to use the above
      distribution options are entitled to have a paper copy mailed to them via first
      class mail by calling the customer service desk and indicating such. The
      Securities Administrator may change the way monthly statements are distributed
      in order to make such distributions more convenient or more accessible to the
      above parties.

     

    The
      Securities Administrator shall be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing such 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).

     

    (b)  The
      Securities Administrator’s responsibility for making the above information
      available to the Certificateholders is limited to the availability, timeliness
      and accuracy of the information provided by the Servicer and the Swap Provider.
      The Securities Administrator will make available a copy of each statement
      provided pursuant to this Section 5.08 to each Rating Agency.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall cause to be furnished upon written 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) and (a)(ii) of this
      Section 5.08 aggregated for such calendar year or applicable portion
      thereof during which such Person was a Certificateholder. Such obligation of
      the
      Securities Administrator shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Securities
      Administrator pursuant to any requirements of the Code as from time to time
      in
      effect.

     

    (d)  Upon
      filing with the Internal Revenue Service, the Securities Administrator shall
      furnish to the Holders of the Residual Certificates the applicable Form 1066
      and
      each applicable Form 1066Q and shall respond promptly to written requests made
      not more frequently than quarterly by any Holder of a Residual Certificate
      with
      respect to the following matters:

     

    (i)  The
      original projected principal and interest cash flows on the Closing Date on
      each
      Class of regular and residual interests created hereunder and on the Mortgage
      Loans, based on the Prepayment Assumption;

     

    (ii)  The
      projected remaining principal and interest cash flows as of the end of any
      calendar quarter with respect to each Class of regular and residual interests
      created hereunder and the Mortgage Loans, based on the Prepayment
      Assumption;

     

    (iii)  The
      applicable Prepayment Assumption and any interest rate assumptions used in
      determining the projected principal and interest cash flows described
      above;

     

    (iv)  The
      original issue discount (or, in the case of the Mortgage Loans, market discount)
      or premium accrued or amortized through the end of such calendar quarter with
      respect to each Class of regular or residual interests created hereunder and
      to
      the Mortgage Loans, together with each constant yield to maturity used in
      computing the same;

     

    (v)  The
      treatment of losses realized with respect to the Mortgage Loans or the regular
      interests created hereunder, including the timing and amount of any cancellation
      of indebtedness income of a REMIC with respect to such regular interests or
      bad
      debt deductions claimed with respect to the Mortgage Loans;

     

    (vi)  The
      amount and timing of any non-interest expenses of a REMIC; and

     

    (vii)  Any
      taxes
      (including penalties and interest) imposed on the REMIC, including, without
      limitation, taxes on “prohibited transactions,” “contributions” or “net income
      from foreclosure property” or state or local income or franchise
      taxes.

     

    The
      information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
      provided by the Depositor pursuant to Section 9.13.

     

    (e)  For
      each
      Distribution Date, through and including the Distribution Date in December
      2007,
      the Securities Administrator shall calculate the Significance Percentage of
      the
      Swap Agreement. If on any such Distribution Date, the Significance Percentage
      is
      equal to or greater than 9%, the Securities Administrator shall promptly notify
      the Depositor and the Depositor, on behalf of the Securities Administrator,
      shall obtain the financial information required to be delivered by the Swap
      Provider pursuant to the terms of the Swap Agreement. If, on any succeeding
      Distribution Date through and including the Distribution Date in December 2007,
      the Significance Percentage is equal to or greater than 10%, the Securities
      Administrator shall promptly notify the Depositor and the Depositor shall,
      within five (5) Business Days of such Distribution Date, deliver to the
      Securities Administrator the financial information provided to it by the Swap
      Provider for inclusion in the Form 10-D relating to such Distribution Date.
      If
      on any Distribution Date after December 2007, the Significance Percentage is
      greater than 10%, the Securities Administrator shall include the Significance
      Percentage on the statement to Certificateholders for the related Distribution
      Date.

     

    Section
      5.09  REMIC
      Designations and REMIC Allocations.

     

    (a)  The
      Securities Administrator shall elect that each of REMIC I, REMIC II, REMIC
      III,
      REMIC IV, REMIC V and REMIC VI shall be treated as a REMIC under
      Section 860D of the Code. Any inconsistencies or ambiguities in this
      Agreement or in the administration of this Agreement shall be resolved in a
      manner that preserves the validity of such REMIC elections.  The REMIC
      I Regular Interests shall constitute the assets of REMIC II. The REMIC II
      Regular Interests shall constitute the assets of REMIC III. The Class X Interest
      shall constitute the assets of REMIC IV. The Class P Interest shall constitute
      the assets of REMIC V. The Class IO Interest shall constitute the assets of
      REMIC VI.

     

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

     

    (c)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC I to
      REMIC II Regular Interests or withdrawn from the Distribution Account and
      distributed to the Holders of the Class R-1 Interest, as the case may
      be:

     

    (i)  to
      Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
      I-1-A
      through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued
      Interest for such REMIC I Regular Interests for such Distribution Date, plus
      (B)
      any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates;

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated to REMIC I Regular Interest
      I,
      then to REMIC I Regular Interests I-1-A through I-60-B starting with the lowest
      numerical denomination until the Uncertificated Principal Balance of each such
      REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such payments of principal
      shall
      be allocated pro rata between such REMIC I Regular Interests; and

     

    (iii)  to
      the
      Holders of REMIC I Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges on the  Mortgage
      Loans and (B) on the Distribution Date in July 2012 until $100 has been
      distributed pursuant to this clause.

     

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

     

    (i)  first,
      to
      the Holder of REMIC II Regular Interest LT-IO in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates and then to the Holders of REMIC II Regular Interest
      LT-AA, REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC
      II Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular
      Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest
      LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest LT-M5 and
      REMIC II Regular Interest LT-ZZ, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for each such REMIC II Regular Interest for
      such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
      in respect of REMIC II Regular Interest LT-ZZ shall be reduced and deferred
      when
      the REMIC II Overcollateralization Amount is less than the REMIC II Targeted
      Overcollateralization Amount, by the lesser of (x) the amount of such difference
      and (y) the REMIC II Regular Interest LT-ZZ Maximum Interest Deferral Amount
      and
      such amount will be payable to the Holders of REMIC II Regular Interest LT-A1,
      REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II
      Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4
      and REMIC II Regular Interest LT-M5, in the same proportion as the
      Overcollateralization Deficiency is allocated to the Corresponding Certificates
      and the Uncertificated Principal Balance of REMIC II Regular Interest LT-ZZ
      shall be increased by such amount;

     

    (ii)  second,
      to the Holders of REMIC II Regular Interests, in an amount equal to the
      remainder of the REMIC II Marker Allocation Percentage of the Interest
      Remittance Amount and the Principal Payment Amount for such Distribution Date
      after the distributions made pursuant to clause (i) above, allocated as
      follows:

     

    (A)  98.00%
      of
      such remainder (other than amounts payable under clause (C) below) to the
      Holders of REMIC II Regular Interest LT-AA and REMIC II Regular Interest LT-P,
      until the Uncertificated Principal Balance of such REMIC II Regular Interest
      is
      reduced to zero, provided, however, that the Uncertificated Principal Balance
      of
      REMIC II Regular Interest LT-P shall not be reduced until the Distribution
      Date
      in May, 2012 or any Distribution Date thereafter, at which point such amount
      shall be distributed to REMIC II Regular Interest LT-P, until $100 has been
      distributed pursuant to this clause;

     

    (B)  2.00%
      of
      such remainder, first, to the Holders REMIC II Regular Interest LT-A1, REMIC
      II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4 and
      REMIC II Regular Interest LT-M5, 1% in the same proportion as principal payments
      are allocated to the Corresponding Certificates, until the Uncertificated
      Principal Balances of such REMIC II Regular Interests are reduced to zero and
      second, to the Holders of REMIC II Regular Interest LT-ZZ (other than amounts
      payable under the proviso below), until the Uncertificated Principal Balance
      of
      such REMIC II Regular Interest is reduced to zero; and

     

    (C)  any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-2 Interest).

     

    provided,
      however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
      attributable to an  Overcollateralization Release Amount shall be
      allocated to Holders of (i) REMIC II Regular Interest LT-AA and REMIC II Regular
      Interest LT-P, in that order and (ii) REMIC II Regular Interest LTII-IIZZ,
      respectively; provided that REMIC II Regular Interest LT-P shall not be reduced
      until the Distribution Date in May, 2012, at which point such amount shall
      be
      distributed to REMIC II Regular Interest LT-P, until $100 has been distributed
      pursuant to this clause.

     

    (iii)  all
      amounts paid to the Class X Certificates shall be deemed to be distributed
      to
      the Class X Interest;

     

    (iv)  all
      amounts paid to the Class P Certificates shall be deemed to be distributed to
      the Class P Interest; and

     

    (v)  all
      amounts paid to REMIC VI Regular Interest IO shall be deemed to be distributed
      to the Class IO Interest.

     

    Section
      5.10  Prepayment
      Charges.

     

    (a)  On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and deposited
      in
      the Distribution Account will be withdrawn from such Distribution Account and
      distributed by the Securities Administrator in accordance with the Remittance
      Reports to the Class P Certificates and shall not be available for distribution
      to the holders of any other Class of Certificates. The payment of such
      Prepayment Charges shall not reduce the Certificate Principal Balance of the
      Class P Certificates.

     

    (b)  The
      Master Servicer shall not be obligated to recalculate or verify Prepayment
      Charges collected by the Servicer and remitted to the Distribution Account
      for
      distribution to the Certificateholders.

     

    Section
      5.11  Class
      P Certificate Account.

     

    The
      Securities Administrator shall establish and maintain with itself a separate,
      segregated trust account titled “Wells Fargo Bank, N.A., for the benefit of
      Nomura Asset Acceptance Corporation, Alternative Loan Trust 2007-3 Class P
      Certificate Account”. On the Closing Date, the Depositor will deposit, or cause
      to be deposited in the Class P Certificate Account $100.00. The amount on
      deposit in the Class P Certificate Account shall be held uninvested. On the
      July
      2012 Distribution Date, the Securities Administrator shall withdraw the amount
      on deposit in the Class P Certificate Account and remit such amount to the
      Holders of the Class P Certificates, in reduction of the Certificate Principal
      Balance thereof.

     

    Section
      5.12  [Reserved].

     

    Section
      5.13  Basis
      Risk Shortfall Reserve Fund.

     

    (a)  The
      Securities Administrator shall establish a Basis Risk Shortfall Reserve Fund
      on
      behalf of the holders of the Senior Certificates and the Mezzanine
      Certificates.  The Basis Risk Shortfall Reserve Fund must be an
      Eligible Account.  The Basis Risk Shortfall Reserve Fund shall be
      entitled “Basis Risk Shortfall Reserve Fund, Wells Fargo Bank, N.A., for the
      benefit of holders of Nomura Asset Acceptance Corporation, Mortgage Loan
      Pass-Through Certificates, Series 2007-3, Class A-1, Class A-2, Class A-3,
      Class
      A-4, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates.
      On
      the Closing Date, the Depositor will deposit, or cause to be deposited, into
      the
      Basis Risk Shortfall Reserve Fund $1,000. On each Distribution Date as to which
      there is a Basis Risk Shortfall payable to any Class of Certificates, the
      Securities Administrator shall deposit the amounts pursuant to paragraphs (9)
      through (14) of Section 5.05(a)(iii) into the Basis Risk Shortfall Reserve
      Fund and the Securities Administrator has been directed by the Class X
      Certificateholder to distribute such amounts to the Holders of the Senior
      Certificates and Mezzanine Certificates in the amounts and priorities set forth
      in Section 5.05(a)(iii).

     

    (b)  The
      Basis
      Risk Shortfall Reserve Fund is an “outside reserve fund” within the meaning of
      Treasury regulation Section 1.860G-2(h) and shall be an asset of the Trust
      Fund
      but not an asset of any REMIC.  The Securities Administrator on behalf
      of the Trust shall be the nominal owner of the Basis Risk Shortfall Reserve
      Fund.  The Class X Certificateholders shall be the beneficial owners
      of the Basis Risk Shortfall Reserve Fund, subject to the power of the Securities
      Administrator to transfer amounts under
      Section 5.05(a)(iii).  Amounts in the Basis Risk Shortfall
      Reserve Fund shall be held either uninvested in a trust or deposit account
      of
      the Securities Administrator with no liability for interest or other
      compensation thereof or, at the written direction of the Majority Class X
      Certificateholder, be invested in Permitted Investments that mature no later
      than the Business Day prior to the next succeeding Distribution
      Date.  All net income and gain from such investments shall be
      distributed to the Majority Class X Certificateholder, not as a distribution
      in
      respect of any interest in any REMIC, on such Distribution Date.  All
      amounts earned on amounts on deposit in the Basis Risk Shortfall Reserve Fund
      shall be taxable to the Majority Class X Certificateholder.  Any
      losses on such investments shall be deposited in the Basis Risk Shortfall
      Reserve Fund by the Majority Class X Certificateholder out of its own funds
      immediately as realized. In the event that the Majority Class X
      Certificateholder shall fail to provide investment instructions to the
      Securities Administrator, the amounts on deposit in the Basis Risk Shortfall
      Reserve Fund shall be held uninvested.

     

    (c)  For
      federal tax return and information reporting, the value of the right of the
      holders of the Senior Certificates and Mezzanine Certificates to receive
      payments from the Basis Risk Shortfall Reserve Fund in respect of any Basis
      Risk
      Shortfall shall be zero dollars ($0.00).

     

    Section
      5.14  Supplemental
      Interest Trust.

     

    (a)  On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Publicly Offered Certificates (the “Supplemental Interest
      Trust”).  The Supplemental Interest Trust shall be an Eligible
      Account, and funds on deposit therein shall be held separate and apart from,
      and
      shall not be commingled with, any other moneys, including, without limitation,
      other moneys of the Trustee or of the Securities Administrator held pursuant
      to
      this Agreement.

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts distributable to the Swap Provider by the
      Supplemental Interest Trust pursuant to Section 5.05 of this
      Agreement.  On each Distribution Date, the Securities Administrator
      shall distribute any such amounts to the Swap Provider pursuant to the Swap
      Agreement, first to pay any Net Swap Payment owed to the Swap Provider for
      such
      Distribution Date, and second to pay any Swap Termination Payment owed to the
      Swap Provider.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Swap
      Provider.  On each Distribution Date, the Securities Administrator
      shall distribute from the Supplemental Interest Trust an amount equal to the
      amount of any Net Swap Payment received from the Swap Provider under the Swap
      Agreement, and make the distributions required under Section 5.05 of this
      Agreement.

     

    (d)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury regulation Section 1.860G-2(h) and is not an asset of any
      REMIC.  The Holders of the Class X Certificates shall be the
      beneficial owner of the Supplemental Interest Trust, subject to the power of
      the
      Securities Administrator to transfer amounts under this
      Agreement.  The Securities Administrator shall keep records that
      accurately reflect the funds on deposit in the Supplemental Interest Trust
      and
      shall keep track of payments made pursuant to each Swap Agreement
      separately.  The Securities Administrator shall, at the written
      direction of the Majority Class X Certificateholder invest amounts on deposit
      in
      the Supplemental Interest Trust in respect of the Swap Agreement in Permitted
      Investments. In the absence of written direction to the Securities Administrator
      from the Majority Class X Certificateholder, all funds in respect of the Swap
      Agreement in the Supplemental Interest Trust shall remain uninvested. On each
      Distribution Date, the Securities Administrator shall distribute, not in respect
      of any REMIC, any interest earned on the Supplemental Interest Trust to the
      Holders of the Class X Certificates.

     

    (e)  For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 5.05 shall first be deemed paid
      to
      the Supplemental Interest Trust in respect of the Class IO Interest to the
      extent of the amount distributable on such Class IO Interest on such
      Distribution Date, and any remaining amount shall be deemed paid to the
      Supplemental Interest Trust in respect of the Class IO Distribution
      Amount.  For federal income tax purposes, the Supplemental Interest
      Trust will be treated as a disregarded entity.

     

    The
      Securities Administrator shall treat the Holders of the Certificates (other
      than
      the Class P, Class X, Class R and Class R-X Certificates) as having entered
      into
      a notional principal contract with respect to the Holders of the Class X
      Certificates.  Pursuant to each such notional principal contract, all
      Holders of the Certificates (other than the Class P, Class X, Class R and Class
      R-X Certificates) shall be treated as having agreed to pay, on each Distribution
      Date, to the Holder of the Class X Certificates an aggregate amount equal to
      the
      excess, if any, of (i) the amount payable on such Distribution Date on the
      REMIC
      III Regular Interest, ownership of which is represented by such Class of
      Certificates over (ii) the amount payable on such Class of Certificates on
      such
      Distribution Date (such excess, a “Class IO Distribution Amount”).  A
      Class IO Distribution Amount payable from interest collections shall be
      allocated pro rata among such Certificates based on the amount of interest
      otherwise payable to such Certificates, and a Class IO Distribution Amount
      payable from principal collections shall be allocated to the most subordinate
      Class of such Certificates with an outstanding principal balance to the extent
      of such balance.  In addition, pursuant to such notional principal
      contract, the Holder of the Class X Certificates shall be treated as having
      agreed to pay Basis Risk Shortfalls to the Holders of the Certificates (other
      than the Class X, Class P, Class R and Class R-X Certificates) in accordance
      with the terms of this Agreement.  Any payments to such Certificates
      from amounts deemed received in respect of this notional principal contract
      shall not be payments with respect to a Regular Interest in a REMIC within
      the
      meaning of Code Section 860G(a)(1).  However, any payment from
      the Certificates (other than the Class X, Class P, Class R and Class R-X
      Certificates) of a Class IO Distribution Amount shall be treated for tax
      purposes as having been received by the Holders of such Certificates in respect
      of the REMIC III Regular Interest ownership of which is represented by such
      Certificates, and as having been paid by such Holders to the Supplemental
      Interest Trust pursuant to the notional principal contract.  Thus,
      each Offered Certificate shall be treated as representing not only ownership
      of
      a Regular Interest in REMIC III, but also ownership of an interest in, and
      obligations with respect to, a notional principal contract.

     

    (f)  The
      Sponsor shall provide to the Securities Administrator the value of the right
      of
      the holders of the Publicly Offered Certificates to receive payments from the
      Supplemental Interest Trust for federal tax return and information reporting
      not
      later than December 31, 2007.

     

    (g)  In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      Swap Agreement (including, without limitation, its obligation to make any
      payment or transfer collateral), or breaches any of its representations and
      warranties thereunder, or in the event that any Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Swap Agreement)
      occurs with respect to the Swap Agreement, the Securities Administrator on
      behalf of the Supplemental Interest Trust Trustee shall, promptly following
      actual notice of such failure, breach or event, notify the Depositor and send
      any notices and make any demands, on behalf of the Supplemental Interest Trust,
      required to enforce the rights of the Supplemental Interest Trust under the
      Swap
      Agreement.

     

    In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Swap Agreement (such guaranty the “Guaranty” and such
      third party the “Guarantor”), then to the extent that the Swap Provider fails to
      make any payment by the close of business on the day it is required to make
      payment under the terms of the Swap Agreement, the Securities Administrator
      on
      behalf of the Supplemental Interest Trust Trustee shall, promptly following
      actual notice of the Swap Provider’s failure to pay, demand that the Guarantor
      make any and all payments then required to be made by the Guarantor pursuant
      to
      such Guaranty; provided, that the Supplemental Interest Trust Trustee shall
      in
      no event be liable for any failure or delay in the performance by the Swap
      Provider or any Guarantor of its obligations hereunder or pursuant to the Swap
      Agreement and the Guaranty, nor for any special, indirect or consequential
      loss
      or damage of any kind whatsoever (including but not limited to lost profits)
      in
      connection therewith.

     

    Section
      5.15  Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each Holder of a Senior Certificate or Mezzanine
      Certificate is deemed to own an undivided beneficial ownership interest in
      a
      REMIC regular interest and the right to receive payments from the Basis Risk
      Shortfall Reserve Fund or the Supplemental Interest Trust in respect of any
      Basis Risk Shortfall Amounts or the obligation to make payments to the
      Supplemental Interest Trust. For federal income tax purposes, the Securities
      Administrator will account for payments to each Senior Certificate and Mezzanine
      Certificate as follows: each Senior Certificate and Mezzanine Certificate will
      be treated as receiving their entire payment from REMIC III (regardless of
      any
      Swap Termination Payment or obligation under the Swap Agreement) and
      subsequently paying their portion of any Swap Termination Payment in respect
      of
      each such Class’ obligation under the Swap Agreement. In the event that any such
      Class is resecuritized in a REMIC, the obligation under the Swap Agreement
      to
      pay any such Swap Termination Payment (or any shortfall in Net Swap Payment),
      will be made by one or more of the REMIC Regular Interests issued by the
      resecuritization REMIC subsequent to such REMIC Regular Interest receiving
      its
      full payment from any such Senior Certificate and Mezzanine
      Certificate.

     

    Each
      REMIC Regular Interest corresponding to a Senior Certificate and Mezzanine
      Certificate will be entitled to receive interest and principal payments at
      the
      times and in the amounts equal to those made on the certificate to which it
      corresponds, except that (i) the maximum interest rate of that REMIC regular
      interest will equal the Class A Net Funds Cap or the Net Funds Cap, as
      applicable, computed for this purpose by limiting the Notional Amount of the
      Swap Agreement to the aggregate Stated Principal Balance of the Mortgage Loans
      and (ii) any Swap Termination Payment will be treated as being payable solely
      from amounts otherwise payable to the Class X Certificates. As a result of
      the
      foregoing, the amount of distributions and taxable income on the REMIC Regular
      Interest corresponding to a Senior Certificate and Mezzanine Certificate may
      exceed the actual amount of distributions on the Senior Certificates and
      Mezzanine Certificates.

     

    Section
      5.16  Reports
      Filed with Securities and Exchange Commission.

     

    (a)  (i)           For
      so long as the Trust Fund is subject to Exchange Act reporting requirements,
      within fifteen (15) days after each Distribution Date (subject to permitted
      extensions under the Exchange Act), the Securities Administrator shall prepare
      and file on behalf of the Trust Fund any Form 10-D required by the Exchange
      Act,
      in form and substance as required by the Exchange Act.  The Securities
      Administrator shall file each Form 10-D with a copy of the related Monthly
      Statement attached thereto.  The Securities Administrator shall also
      include with each Form 10-D any disclosure required by the Exchange Act in
      addition to the Monthly Statement that is required to be included on Form 10-D
      (“Additional Form 10-D Disclosure”) subject to the receipt of such information
      by the Securities Administrator from the entity indicated on Exhibit N as the
      party responsible for providing that information.  The Securities
      Administrator will have no duty or liability for any failure hereunder to
      determine or prepare any Additional Form 10-D Disclosure, except as set forth
      in
      the next paragraph.

     

    (ii)  As
      set
      forth on Exhibit N hereto, within five (5) calendar days after the related
      Distribution Date, (i) the parties to this transaction shall be required to
      provide to the Securities Administrator and to the Depositor, to the extent
      known by a responsible officer thereof, in EDGAR-compatible form, or in such
      other form as otherwise agreed upon by the Securities Administrator and such
      party, the form and substance of any Additional Form 10-D Disclosure, if
      applicable, together with an Additional Disclosure Notification in the form
      of
      Exhibit H hereto (an “Additional Disclosure Notification”) and (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.  The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
      paragraph.

     

    (iii)  After
      preparing the Form 10-D, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 10-D to the Depositor (provided that
      such Form 10-D includes any Additional Form 10-D Disclosure).  Within
      two (2) Business Days after receipt of such copy, but no later than the 12th
      calendar day after the Distribution Date, the Depositor shall notify the
      Securities Administrator in writing (which may be furnished electronically)
      of
      any changes to or approval of such Form 10-D.  In the absence of
      receipt of any written changes or approval, or if the Depositor does not request
      a copy of a Form 10-D, the Securities Administrator shall be entitled to assume
      that such Form 10-D is in final form and the Securities Administrator may
      proceed with the execution and filing of the Form 10-D. A duly authorized
      representative of the Master Servicer shall sign each Form 10-D.  If a
      Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
      to be
      amended, the Securities Administrator will follow the procedures set forth
      in
      Section 5.16(c)(ii).  Promptly (but no later than one (1)
      Business Day) after filing with the Commission, the Securities Administrator
      will make available on its internet website a final executed copy of each Form
      10-D filed by the Securities Administrator.  Each party to this
      Agreement acknowledges that the performance by the Master Servicer and the
      Securities Administrator of its duties under this Section 5.16(a) related
      to the timely preparation, execution and filing of Form 10-D is contingent
      upon
      such parties strictly observing all applicable deadlines in the performance
      of
      their duties as set forth in this Agreement.  Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file such Form 10-D, where such failure results
      from the Securities 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-D, not resulting from its
      own negligence, bad faith or willful misconduct.

     

    (b)  (i)           For
      so long as the Trust Fund is subject to Exchange Act reporting requirements,
      within four (4) Business Days after the occurrence of an event set forth on
      Exhibit N hereto or such other event requiring disclosure on Form 8-K (each
      such
      event, a “Reportable Event”), or if requested by the Depositor, and
      subject to receipt of such information by the Securities Administrator from
      the
      entity indicated on Exhibit N as the responsible party for providing that
      information, the Securities Administrator shall prepare and file on behalf
      of
      the Trust Fund any Form 8-K, as required by the Exchange Act, provided
      that the Depositor shall file the initial Form 8-K in connection with the
      issuance of the Certificates.  Any disclosure or information related
      to a Reportable Event or that is otherwise required to be included on Form
      8-K
      other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall
      be reported by the parties set forth on Exhibit N to the Depositor and the
      Securities Administrator and directed and approved by the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in the next
      paragraph.

     

    (ii)  As
      set
      forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the close of business (New York City
      time) on the 2nd Business Day after the occurrence of a Reportable Event (i)
      the
      parties to this transaction shall be required to provide to the Securities
      Administrator and to the Depositor, to the extent known by a responsible officer
      thereof, in EDGAR-compatible form, or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Form 8-K Disclosure Information, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Form 8-K
      Disclosure Information.  The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Form 8-K Disclosure Information
      on Form 8-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 8-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 8-K to the
      Depositor.  Promptly, but no later than the close of business on the
      third Business Day after the Reportable Event, the Depositor shall notify the
      Securities Administrator in writing (which may be furnished electronically)
      of
      any changes to or approval of such Form 8-K.  In the absence of
      receipt of any written changes or approval, or if the Depositor does not request
      a copy of a Form 8-K, the Securities Administrator shall be entitled to assume
      that such Form 8-K is in final form and the Securities Administrator may proceed
      with the execution and filing of the Form 8-K.  A duly authorized
      representative of the Master Servicer shall sign each Form 8-K.  If a
      Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
      be
      amended, the Securities Administrator will follow the procedures set forth
      in
      Section 5.16(c)(ii).  Promptly (but no later than one (1)
      Business Day) after filing with the Commission, the Securities Administrator
      will, make available on its internet website a final executed copy of each
      Form
      8-K that is filed by the Securities Administrator.  The parties to
      this Agreement acknowledge that the performance by the Master Servicer and
      the
      Securities Administrator of its duties under this Section 5.16(b) related
      to the timely preparation, execution and filing of Form 8-K is contingent upon
      such parties strictly observing all applicable deadlines in the performance
      of
      their duties under this Agreement.  Neither the Master Servicer nor
      the Securities Administrator shall have any liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file such Form 8-K, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 8-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

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

     

    (ii)  In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify electronically the Depositor.  In the case of Form
      10-D and 10-K, the parties to this Agreement will cooperate to prepare and
      file
      a Form 12b-25 and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25
      of
      the Exchange Act.  In the case of Form 8-K, the Securities
      Administrator will, upon receipt of all required Form 8-K Disclosure Information
      and upon the approval and direction of the Depositor, include such disclosure
      information on the next Form 10-D.  In the event that any previously
      filed Form 8-K, 10-D or 10-K needs to be amended in connection with any
      Additional Form 10-D Disclosure (other than for the purpose of restating any
      monthly report), Additional Form 10-K Disclosure or Form 8-K Disclosure
      Information, the Securities 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,
      10-D/A or 10-K/A.  Any Form 15, Form 12b-25 or any amendment to Form
      8-K, 10-D or 10-K shall be signed by a duly authorized representative, or senior
      officer in charge of master servicing, as applicable, of the Master
      Servicer.  The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of its
      duties under this Section 5.16(c) related to the timely preparation,
      execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
      10-D or 10-K is contingent upon each such party performing its duties under
      this
      Section.  Neither the Master Servicer nor the Securities Administrator
      shall have any liability for any loss, expense, damage, claim arising out of
      or
      with respect to any failure to properly prepare, execute and/or timely file
      any
      such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where
      such failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 15, Form
      12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its
      own
      negligence, bad faith or willful misconduct.

     

    (d)  (i)           For
      so long as the trust is subject to Exchange Act reporting requirements, within
      90 days after the end of each calendar year or such earlier date as may be
      required by the Exchange Act (the “10-K Filing Deadline”), commencing in
      March 2008, the Securities Administrator shall prepare and file on behalf of
      the
      Trust Fund a Form 10-K, in form and substance as required by the Exchange
      Act.  Each such Form 10-K shall include the following items, in each
      case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, (i) an annual
      compliance statement for each Servicing Function Participant (other than the
      Custodian), as described under Section 3.13, (ii)(A) the annual reports on
      assessment of compliance with servicing criteria for each Servicing Function
      Participant, as described under Section 3.14 and the Custodial Agreement,
      and (B) if any Servicing Function Participant’s report on assessment of
      compliance with servicing criteria described under Section 3.14 identifies
      any material instance of noncompliance, disclosure identifying such instance
      of
      noncompliance, or if any Servicing Function Participant’s report on assessment
      of compliance with servicing criteria described under Section 3.14 is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Servicing Function
      Participant, as described under Section 3.14 and the Custodial Agreement,
      and (B) if any registered public accounting firm attestation report described
      under Section 3.14 identifies any material instance of noncompliance,
      disclosure identifying such instance of noncompliance, or if any such registered
      public accounting firm attestation report is not included as an exhibit to
      such
      Form 10-K, disclosure that such report is not included and an explanation why
      such report is not included, and (iv) a Sarbanes-Oxley Certification as
      described in Section 3.18. The Securities Administrator shall also include
      with each Form 10-K any disclosure or information in addition to (i) through
      (iv) above that is required to be included on Form 10-K as set forth on Exhibit
      N under Form 10-K (“Additional Form 10-K Disclosure”) subject to receipt
      of such information by the Securities Administrator from the entity indicated
      on
      Exhibit N as the responsible party for providing that
      information.  The Securities Administrator will have no duty or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure, except as set forth in the next paragraph.

     

    (ii)  As
      set
      forth on Exhibit N hereto, no later than March 1 (with a ten-calendar day cure
      period) of each year that the Trust is subject to the Exchange Act reporting
      requirements, commencing in 2008, (i) the parties to this transaction shall
      be
      required to provide to the Securities Administrator and to the Depositor, to
      the
      extent known by a responsible officer thereof, in EDGAR-compatible form, or
      in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Additional Form 10-K Disclosure,
      if
      applicable, together with an Additional Disclosure Notification and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-K Disclosure on Form
      10-K.  The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
      paragraph.

     

    (iii)  After
      preparing the Form 10-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 10-K to the
      Depositor.  Within three (3) Business Days after receipt of such copy,
      but no later than March 25th, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-K.  In the absence of receipt of any
      written changes or approval, or if the Depositor does not request a copy of
      a
      Form 10-K, the Securities Administrator shall be entitled to assume that such
      Form 10-K is in final form and the Securities Administrator may proceed with
      the
      execution and filing of the Form 10-K.  A senior officer of the Master
      Servicer in charge of the master servicing function shall sign the Form
      10-K.  If a Form 10-K cannot be filed on time or if a previously filed
      Form 10-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 5.16(c)(ii).  Promptly (but no
      later than one (1) Business Day) after filing with the Commission, the
      Securities Administrator will make available on its internet website a final
      executed copy of each Form 10-K to be filed by the Securities
      Administrator.  The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of its
      duties under this Section 5.16(d) related to the timely preparation,
      execution and filing of Form 10-K is contingent upon such parties (and any
      Servicing Function Participant) strictly observing all applicable deadlines
      in
      the performance of their duties under this Section 5.16(d),
      Section 3.13, Section 3.14 and Section 3.18.  Neither
      the Master Servicer nor the Securities Administrator shall have any liability
      for any loss, expense, damage or claim arising out of or with respect to any
      failure to properly prepare and/or timely file such Form 10-K, where such
      failure results from the Securities 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.

     

    (e)  Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days.” The
      Depositor hereby represents to the Securities Administrator as of the date
      hereof that the Depositor has (1) filed all such required reports that (a)
      the
      Depositor has undertaken to file on its own behalf or (b) relate to other
      securitization transactions of the Depositor for which Wells Fargo Bank, N.A.,
      in its capacity as Securities Administrator or similar capacity, does not have
      the exclusive obligation to prepare and file during the preceding 12 months;
      provided, however, that the Depositor shall not be obligated to make such
      representation with respect to any filings made by Wells Fargo on behalf of
      the
      Depositor, and (2) that it has been subject to such filing requirement for
      the
      past 90 days. The Depositor shall notify the Securities Administrator in
      writing, no later than the fifth calendar day after the related Distribution
      Date with respect to the filing of a report on Form 10-D and no later than
      March
      15th with respect to the filing of a report on Form 10-K, if the answer to
      the
      questions should be “no”. The Securities Administrator shall be entitled to rely
      on such representations in preparing, executing and/or filing any such
      report.

     

    (f)  The
      Servicer, the Master Servicer, the Depositor, the Custodian, the Sponsor and
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of such party’s obligations under this
      Section 5.16 or such party’s negligence, bad faith or willful misconduct in
      connection therewith.

     

    Notwithstanding
      the provisions of Section 11.01, this Section 5.16 may be amended
      without the consent of the Certificateholders.

     

    Section
      5.17  [Reserved].

     

    Section
      5.18  Swap
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Swap Credit Support Annex (the “Swap
      Custodian”).

     

    On
      or
      shortly after the Closing Date, the Swap Custodian shall establish a Swap
      Collateral Account.  The Swap Collateral Account shall be held in the
      name of the Swap Custodian in trust for the benefit of the Holders of
      Certificates.  The Swap Collateral Account must be an Eligible Account
      and shall be entitled “Nomura Asset Acceptance Corporation, Mortgage
      Pass-Through Certificates, Series 2007-3, Swap Collateral Account, Wells Fargo
      Bank, N.A., as Swap Custodian for the benefit of holders of Mortgage
      Pass-Through Certificates, Series 2007-3.”

     

    The
      Swap
      Custodian shall credit to the Swap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Swap Provider to secure the
      obligations of the Swap Provider in accordance with the terms of the Swap
      Agreement.  Except for investment earnings, the Swap Provider shall
      not have any legal, equitable or beneficial interest in the Swap Collateral
      Account other than in accordance with this Agreement, the Swap Agreement and
      applicable law.  The Swap Custodian shall maintain and apply all
      collateral and earnings thereon on deposit in the Swap Collateral Account in
      accordance with the Swap Credit Support Annex.

     

    Cash
      collateral posted by the Swap Provider in accordance with the Swap Credit
      Support Annex shall be invested at the direction of such Swap Provider in
      Permitted Investments in accordance with the requirements of the Swap Credit
      Support Annex.  In the absence of such direction, amounts therein will
      remain uninvested.  All amounts earned on amounts on deposit in the
      Swap Collateral Account (whether cash collateral or securities) shall be for
      the
      account of and taxable to the Swap Provider.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Swap Agreement) with respect to the Swap Provider or upon occurrence or
      designation of an Early Termination Date (as defined in the Swap Agreement)
      as a
      result of any such Event of Default or Specified Condition with respect to
      the
      Swap Provider, and, in either such case, unless the Swap Provider has paid
      in
      full all of its Obligations (as defined in the Swap Credit Support Annex) that
      are then due, then any collateral posted by the Swap Provider in accordance
      with
      the Swap Credit Support Annex shall be applied to the payment of any Obligations
      due to Party B (as defined in the Swap Agreement) in accordance with the Swap
      Credit Support Annex.  Any excess amounts held in the Swap Collateral
      Account after payment of all amounts owing to Party B under the Swap Agreement
      shall be withdrawn from the Swap Collateral Account and paid to the Swap
      Provider in accordance with the Swap Credit Support Annex.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    Section
      6.01  The
      Certificates.

     

    (a)  The
      Certificates shall be substantially in the forms attached hereto as Exhibits
      A-1
      through A-5. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

     

    
      
        	
                
                  Class

                

              	 	
                
                  Minimum
                    Denomination

                

              	 	 	
                
                  Integral
                    Multiple in Excess of Minimum

                

              	 	 	
                
                  Original
                    Certificate Principal Balance

                

              	 	
                
                  Pass-Through
                    Rate

                

              
	
                A-1

              	 	$	
                25,000

              	 	 	$	
                1

              	 	 	$	
                187,691,000

              	 	
                Class
                  A-1A Pass-Through Rate

              
	
                A-2

              	 	$	
                25,000

              	 	 	$	
                1

              	 	 	$	
                48,071,000

              	 	
                Class
                  A-2 Pass-Through Rate

              
	
                A-3

              	 	$	
                25,000

              	 	 	$	
                1

              	 	 	$	
                62,033,000

              	 	
                Class
                  A-3 Pass-Through Rate

              
	
                A-4

              	 	$	
                25,000

              	 	 	$	
                1

              	 	 	$	
                50,503,000

              	 	
                Class
                  A-4 Pass-Through Rate

              
	
                M-1

              	 	$	
                25,000

              	 	 	$	
                1

              	 	 	$	
                18,906,000

              	 	
                Class
                  M-1 Pass-Through Rate

              
	
                M-2

              	 	$	
                25,000

              	 	 	$	
                1

              	 	 	$	
                6,043,000

              	 	
                Class
                  M-2 Pass-Through Rate

              
	
                M-3

              	 	$	
                25,000

              	 	 	$	
                1

              	 	 	$	
                4,093,000

              	 	
                Class
                  M-3 Pass-Through Rate

              
	
                M-4

              	 	$	
                25,000

              	 	 	$	
                1

              	 	 	$	
                2,533,000

              	 	
                Class
                  M-4 Pass-Through Rate

              
	
                M-5

              	 	$	
                25,000

              	 	 	$	
                1

              	 	 	$	
                3,508,000

              	 	
                Class
                  M-5 Pass-Through Rate

              
	
                    P

              	 	$	
                1

              	 	 	$	
                1

              	 	 	$	
                100.00

              	 	
                N/A

              
	
                    X

              	 	$	
                1

              	 	 	$	
                1

              	 	 	 	 	 	
                Class
                  X Pass-Through Rate

              
	
                R

              	 	
                N/A

              	 	 	
                N/A

              	 	 	
                N/A

              	 	
                N/A

              
	
                R-X

              	 	
                N/A

              	 	 	
                N/A

              	 	 	
                N/A

              	 	
                N/A

              


      

    

    


    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust Fund by the Securities Administrator
      by an authorized signatory. Certificates bearing the manual or facsimile
      signatures of individuals who were at any time the proper officers of the
      Securities Administrator shall bind the Trust, notwithstanding that such
      individuals or any of them have ceased to hold such offices prior to the
      authentication and delivery of such Certificates or did not hold such offices
      at
      the date of such Certificates. No Certificate shall be entitled to any benefit
      under this Agreement or be valid for any purpose, unless there appears on such
      Certificate a certificate of authentication substantially in the form provided
      herein executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

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

     

    (b)  The
      Class
      X Certificates and Class P Certificates offered and sold to Qualified
      Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule
      144A”) will be issued in the form of Definitive Certificates.

     

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

     

    (a)  The
      Securities Administrator shall maintain, or cause to be maintained in accordance
      with the provisions of Section 6.09, a Certificate Register for the
      Certificates in which, subject to the provisions of subsections (b) and (c)
      below and to such reasonable regulations as it may prescribe, the Securities
      Administrator shall provide for the registration of Certificates and of
      Transfers and exchanges of Certificates as herein provided. Upon surrender
      for
      registration of Transfer of any Certificate, the Securities Administrator shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same Class and of like
      aggregate Percentage Interest.

     

    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 Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate, and deliver the Certificates that 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 Securities
      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.

     

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

     

    (b)  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 the Securities 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 and such
      Certificateholder’s prospective transferee shall each certify to the Securities
      Administrator in writing the facts surrounding the Transfer in substantially
      the
      forms set forth in Exhibit E (the “Transferor Certificate”) and (x) deliver a
      letter in substantially the form of either Exhibit F (the “Investment Letter”)
      or Exhibit G (the “Rule 144A Letter”) or (y) there shall be delivered to the
      Securities Administrator an Opinion of Counsel, at the expense of the
      transferor, that such Transfer may be made pursuant to an exemption from the
      Securities Act, which Opinion of Counsel shall not be an expense of the
      Depositor, the Sponsor, the Securities Administrator, the Trustee or the Trust
      Fund. 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 Securities Administrator shall cooperate with the Depositor in
      providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Depositor 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 Securities
      Administrator, the Depositor and the Sponsor against any liability that may
      result if the Transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    No
      Transfer of an ERISA Restricted Certificate shall be made unless the Securities
      Administrator shall have received either (i) a representation from the
      transferee of such Certificate acceptable to and in form and substance
      satisfactory to the Securities Administrator to the effect that such transferee
      is not an employee benefit plan subject to Section 406 of ERISA and/or a
      plan subject to Section 4975 of the Code, or a Person acting on behalf of
      any such plan or using the assets of any such plan, or (ii) in the case of
      any
      such ERISA Restricted Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan subject to Section 4975
      of the Code (or comparable provisions of any subsequent enactments), or a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Securities Administrator for the
      benefit of the Securities Administrator, the Depositor and the Servicer and
      on
      which they may rely to the effect that the purchase and holding of such ERISA
      Restricted Certificate is permissible under applicable law, will not result
      in
      any prohibited transactions under ERISA or Section 4975 of the Code and
      will not subject the Securities Administrator, the Depositor or any Servicer
      to
      any obligation in addition to those expressly undertaken in this Agreement,
      which Opinion of Counsel shall not be an expense of the Securities
      Administrator, the Depositor or any Servicer.  In addition, with
      respect to transfers of an ERISA Restricted Certificate (that is not a Residual
      Certificate) other than as described in the preceding sentence, if the
      representation letter or Opinion of Counsel referred to in the preceding
      sentence is not furnished, the representation in clause (i) shall be deemed
      to
      have been made to the Trustee by the transferee’s (including an initial
      acquirer’s) acceptance of the ERISA Restricted
      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 subject to Section 406 of ERISA and/or a plan subject
      to Section 4975 of the Code other than in compliance with the foregoing
      shall be void and of no effect; provided that the restriction set forth in
      this
      sentence shall not be applicable if there has been delivered to the Securities
      Administrator an Opinion of Counsel meeting the requirements of clause (ii)
      of
      the first sentence of this paragraph.  The Securities Administrator
      shall not be under any liability to any Person for any registration or transfer
      of any ERISA Restricted Certificate that is in fact not permitted by this
      Section 6.02(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.  The Securities Administrator shall be
      entitled, but not obligated, to recover from any Holder of any ERISA Restricted
      Certificate that was in fact an employee benefit plan subject to
      Section 406 of ERISA or a plan subject to Section 4975 of the Code or
      a Person acting on behalf of any such plan at the time it became a Holder or,
      at
      such subsequent time as it became such a plan or Person acting on behalf of
      such
      a plan, all payments made on such ERISA Restricted Certificate at and after
      either such time. Any such payments so recovered by the Securities Administrator
      shall be paid and delivered by the Securities Administrator to the last
      preceding Holder of such Certificate that is not such a plan or Person acting
      on
      behalf of a plan.

     

    Each
      beneficial owner of a Mezzanine Certificate (other than an ERISA Restricted
      Certificate) acquired after termination of the Supplemental Interest Trust,
      shall be deemed to have represented, by virtue of its acquisition or holding
      of
      that certificate or interest therein, that either (i) it is not a Plan or
      investing with “Plan Assets”, (ii) it has acquired and is holding such
      certificate in reliance on the Exemption, and that it understands that there
      are
      certain conditions to the availability of the Exemption, including that the
      certificate must be rated, at the time of purchase, not lower than “BBB-“ (or
      its equivalent) by S&P, Moody’s, Fitch Ratings, Dominion Bond Rating Service
      Limited (known as DBRS Limited) or Dominion Bond Rating Service, Inc. (known
      as
      DBRS, Inc.) and the certificate is so rated or (iii) (1) it is an insurance
      company, (2) the source of funds used to acquire or hold the certificate or
      interest therein is an “insurance company general account,” as such term is
      defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60 and (3) the
      conditions in Sections I and III of PTCE 95-60  have been
      satisfied.

     

    For
      so
      long as the Supplemental Interest Trust is in existence , each beneficial owner
      of a Publicly Offered Certificate (other than an ERISA Restricted Certificate)
      or any interest therein, shall be deemed to have represented, by virtue of
      its
      acquisition or holding of such Certificate, or interest therein, that either
      (i)
      it is not a Plan or (ii) (A) it is an accredited investor within the meaning
      of
      the Exemption and (B) the acquisition and holding of such Certificate and the
      separate right to receive payments from the Supplemental Interest Trust are
      eligible for the exemptive relief available under one of PTCE 95-60, 91-38,
      96-23, 90-1 or 84-14.

     

    (c)  (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:

     

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

     

    (B)  In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit D) from the proposed Transferee, in form and
      substance satisfactory to the Securities Administrator, representing and
      warranting, among other things, that such Transferee is a Permitted Transferee,
      that it is not acquiring its Ownership Interest in the Residual Certificate
      that
      is the subject of the proposed Transfer as a nominee, trustee or agent for
      any
      Person that is not a Permitted Transferee, that for so long as it retains its
      Ownership Interest in a Residual Certificate, it will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this
      Section 6.02(d) and agrees to be bound by them.

     

    (C)  Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit E)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    (E)  Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary Treasury regulation
      Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
      Interest in a Residual Certificate, if it is, or is holding an Ownership
      Interest in a Residual Certificate on behalf of, a “pass-through interest
      holder.”

     

    (ii)  The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii)  (A)           If
      any purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(d), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as Holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(d)
      or for making any payments due on such Certificate to the Holder thereof or
      for
      taking any other action with respect to such Holder under the provisions of
      this
      Agreement.

     

    (B)   If
      any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(d) and to the extent
      that the retroactive restoration of the rights of the Holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the Holder or any prior Holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv)  The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    (v)  The
      provisions of this Section 6.02(d) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A)  written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B)  an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any REMIC to cease to qualify
      as a
      REMIC and will not cause any REMIC, as the case may be, to be subject to an
      entity-level tax caused by the Transfer of any Residual Certificate to a Person
      that is not a Permitted Transferee or a Person other than the prospective
      transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
      Certificate to a Person that is not a Permitted Transferee.

     

    (d)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (e)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing.  In
      addition, (i) with respect to each Class R Certificate, the Holder thereof
      may
      exchange, in the manner described above, such Class R Certificate for three
      separate certificates, each representing such Holder's respective Percentage
      Interest in the Class R-1 Interest, the Class R-2 Interest and the Class R-3
      Interest, respectively, in each case that was evidenced by the Class R
      Certificate being exchanged and (ii) with respect to each Class R-X Certificate,
      the Holder thereof may exchange, in the manner described above, such Class
      R-X
      Certificate for three separate certificates, each representing such Holder's
      respective Percentage Interest in the Class R-4 Interest, Class R-5 Interest
      and
      Class R-6 Interest, respectively, in each case that was evidenced by the Class
      R-X Certificate being exchanged.

     

    (f)  No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator may require payment
      of a sum sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of Certificates.

     

    (g)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 6.02 shall not be an expense of the Trust Fund, the Securities
      Administrator, the Depositor or the Sponsor.

     

    (h)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    Section
      6.03  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof
      and
      (b) there is delivered to the Securities 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 Securities Administrator that such Certificate has
      been
      acquired by a bona fide purchaser, the Securities Administrator shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
      and Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 6.03, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section 6.03 shall
      constitute complete and indefeasible evidence of ownership in the Trust Fund,
      as
      if originally issued, whether or not the lost, stolen or destroyed Certificate
      shall be found at any time. All Certificates surrendered to the Securities
      Administrator under the terms of this Section 6.03 shall be canceled and
      destroyed by the Securities Administrator in accordance with its standard
      procedures without liability on its part.

     

    Section
      6.04  Persons
      Deemed Owners.

     

    The
      Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
      Administrator and any of their agents 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 Depositor, the Servicer, the Trustee, the Master
      Servicer, the Securities Administrator nor any of their agents shall be affected
      by any notice to the contrary.

     

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

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Securities 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 that such Certificateholders propose to transmit or if the
      Depositor shall request such information in writing from the Securities
      Administrator, then the Securities Administrator shall, within ten (10) Business
      Days after the receipt of such request, provide the Depositor or such
      Certificateholders at such recipients’ expense the most recent list of the
      Certificateholders of the Trust Fund held by the Securities Administrator,
      if
      any. The Depositor and every Certificateholder, by receiving and holding a
      Certificate, agree that the Securities 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
      6.06  Book-Entry
      Certificates.

     

    The
      Regular Certificates, upon original issuance, shall be issued in the form of
      one
      or more typewritten Certificates representing the Book-Entry Certificates,
      to be
      delivered to the Depository by or on behalf of the Depositor. Such Certificates
      shall initially be registered on the Certificate Register in the name of the
      Depository or its nominee, and no Certificate Owner of such Certificates will
      receive a definitive certificate representing such Certificate Owner’s interest
      in such Certificates, except as provided in Section 6.08. Unless and until
      definitive, fully registered Certificates (“Definitive Certificates”) have been
      issued to the Certificate Owners of such Certificates pursuant to
      Section 6.08:

     

    (a)  the
      provisions of this Section shall be in full force and effect;

     

    (b)  the
      Depositor and the Securities Administrator may deal with the Depository and
      the
      Depository Participants for all purposes (including the making of distributions)
      as the authorized representative of the respective Certificate Owners of such
      Certificates;

     

    (c)  registration
      of the Book-Entry Certificates may not be transferred by the Securities
      Administrator except to another Depository;

     

    (d)  the
      rights of the respective Certificate Owners of such Certificates shall be
      exercised only through the Depository and the Depository Participants and shall
      be limited to those established by law and agreements between the Owners of
      such
      Certificates and the Depository and/or the Depository Participants. Pursuant
      to
      the Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 6.08, the Depository will make book-entry transfers
      among the Depository Participants and receive and transmit distributions of
      principal and interest on the related Certificates to such Depository
      Participants;

     

    (e)  the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants;

     

    (f)  the
      Depositor, the Servicer, the Trustee, the Master Servicer and the Securities
      Administrator may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants;
      and

     

    (g)  to
      the
      extent that the provisions of this Section conflict with any other
      provisions of this Agreement, the provisions of this Section shall
      control.

     

    For
      purposes of any provision of this Agreement requiring or permitting actions
      with
      the consent of, or at the direction of, Certificateholders evidencing a
      specified percentage of the aggregate unpaid principal amount of any Class
      of
      Certificates, such direction or consent may be given by Certificate Owners
      (acting through the Depository and the Depository Participants) owning
      Book-Entry Certificates evidencing the requisite percentage of principal amount
      of such Class of Certificates.

     

    Section
      6.07  Notices
      to Depository.

     

    Whenever
      any notice or other communication is required to be given to Certificateholders
      of a Class with respect to which Book-Entry Certificates have been issued,
      unless and until Definitive Certificates shall have been issued to the related
      Certificate Owners, the Securities Administrator shall give all such notices
      and
      communications to the Depository.

     

    Section
      6.08  Definitive
      Certificates.

     

    If,
      after
      Book-Entry Certificates have been issued with respect to any Certificates,
      (a)
      the Depositor or the Depository advises the Securities Administrator that the
      Depository is no longer willing or able to discharge properly its
      responsibilities under the Depository Agreement with respect to such
      Certificates and the Securities Administrator or the Depositor is unable to
      locate a qualified successor, (b) the Depositor, at its sole option, advises
      the
      Securities Administrator that it elects to terminate the book-entry system
      with
      respect to such Certificates through the Depository or (c) after the occurrence
      and continuation of either of the events described in clauses (a) or (b) above,
      Certificate Owners of such Book-Entry Certificates having not less than fifty
      one percent (51%) of the Voting Rights evidenced by any Class of Book-Entry
      Certificates advise the Securities Administrator and the Depository in writing
      through the Depository Participants that the continuation of a book-entry system
      with respect to Certificates of such Class through the Depository (or its
      successor) is no longer in the best interests of the Certificate Owners of
      such
      Class, then the Securities Administrator shall notify all Certificate Owners
      of
      such Certificates, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to applicable Certificate
      Owners requesting the same.  The Depositor shall provide the
      Securities Administrator with an adequate inventory of certificates to
      facilitate the issuance and transfer of Definitive Certificates. Upon surrender
      to the Securities Administrator of any such Certificates by the Depository,
      accompanied by registration instructions from the Depository for registration,
      the Securities Administrator shall countersign and deliver such Definitive
      Certificates. Neither the Depositor nor the Securities Administrator shall
      be
      liable for any delay in delivery of such instructions and each may conclusively
      rely on, and shall be protected in relying on, such instructions. Upon the
      issuance of such Definitive Certificates, all references herein to obligations
      imposed upon or to be performed by the Depository shall be deemed to be imposed
      upon and performed by the Securities Administrator, to the extent applicable
      with respect to such Definitive Certificates and the Securities Administrator
      shall recognize the Holders of such Definitive Certificates as
      Certificateholders hereunder.

     

    Section
      6.09  Maintenance
      of Office or Agency.

     

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

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

     

    THE
      DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

     

    Section
      7.01  Liabilities
      of the Depositor, the Servicer and the Master Servicer.

     

    Each
      of
      the Depositor, the Servicer and the Master Servicer shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      upon and undertaken by it herein.

     

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

     

    (a)  Each
      of
      the Depositor and the Servicer will keep in full force and effect its rights
      and
      franchises as a corporation and a limited liability company, respectively (or
      other entity resulting from merger, conversion or consolidation to the extent
      permitted under this Section 7.02) under the laws of the state of its
      incorporation or formation, and will obtain and preserve its qualification
      to do
      business as a foreign corporation in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.  The Master Servicer
      will keep in full force and effect its existence, rights and franchises as
      a
      national banking association, and will obtain and preserve its qualification
      to
      do business as a foreign corporation in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its duties under this Agreement.

     

    (b)  The
      Depositor, the Servicer or the Master Servicer may be merged, converted, or
      consolidated, and any Person resulting from any merger, conversion, or
      consolidation to which the Depositor, the Servicer or the Master Servicer shall
      be a party, or any Person succeeding to the business of the Depositor, the
      Servicer or the Master Servicer shall be the successor of the Depositor, the
      Servicer or the Master Servicer hereunder, 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, provided that any Successor Servicer
      shall have represented that it meets the eligibility criteria set forth in
      Section 8.02.

     

    Section
      7.03  Indemnification
      of the Depositor and Servicing Function Participants.

     

    (a)  The
      Depositor agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement or the Certificates (i) related to the Depositor’s failure to perform
      its duties in compliance with this Agreement (except as any such loss, liability
      or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
      incurred by reason of the Depositor’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder. This indemnity shall survive
      the
      resignation of any party hereto and the termination of this
      Agreement.

     

    (b)  The
      Servicer agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to the
      Servicer’s gross negligence in the performance of its duties under this
      Agreement or failure to service the related Mortgage Loans in material
      compliance with the terms of this Agreement and for a material breach of any
      representation, warranty or covenant of the Servicer contained
      herein.  The Servicer shall immediately notify the Trustee if a claim
      is made by a third party with respect to this Agreement or the Mortgage Loans,
      assume (with the consent of the Trustee and with counsel reasonably satisfactory
      to the Trustee) the defense of any such claim and pay all expenses in connection
      therewith, including counsel fees, and promptly appeal or pay, discharge and
      satisfy any judgment or decree which may be entered against it or any
      Indemnified Person in respect of such claim, but failure to so notify the
      Servicer shall not limit its obligations hereunder.  The Servicer
      agrees that it will not enter into any settlement of any such claim without
      the
      consent of the Indemnified Persons unless such settlement includes an
      unconditional release of such Indemnified Persons from all liability that is
      the
      subject matter of such claim.  The provisions of this
      Section 7.03(b) shall survive termination of this Agreement and the
      resignation or removal of the Servicer.

     

    (c)  Each
      of
      the parties hereto (with the exception of the Trustee) shall cause any Servicing
      Function Participant engaged by it to indemnify and hold harmless the Servicer,
      the Master Servicer, the Securities Administrator, the Depositor and the Sponsor
      and their respective directors, officers, employees, agents, and affiliates,
      as
      applicable, from and against any and all claims, losses, damages, penalties,
      fines, forfeitures, reasonable legal fees and related costs, judgments and
      other
      costs and expenses arising out of or based upon (a) any breach by such party
      of
      any if its obligations hereunder, including particularly its obligations to
      provide any Assessment of Compliance, Attestation Report, Compliance Statement,
      Back-up Certification or any information, data or materials required to be
      included in any Exchange Act report, (b) any material misstatement or material
      omission in any information, data or materials required to be contained in
      (i)
      any compliance certificate delivered by the such party pursuant to
      Section 3.13 of this Agreement, (ii) any assessment or attestation
      delivered by such party pursuant to Section 3.14 of this Agreement, (iii)
      any back-up certification (in the form of Exhibit M) delivered by such party
      pursuant to Section 3.18 of this Agreement or (iv) any disclosure materials
      delivered by such party pursuant to Section 5.16 or (c) the negligence, bad
      faith or willful misconduct of such party in connection with its performance
      hereunder.  If the indemnification provided for herein is unavailable
      or insufficient to hold harmless the Servicer, the Master Servicer, the
      Securities Administrator, the Depositor and the Sponsor, then each such party
      agrees that it shall contribute to the amount paid or payable by the Master
      Servicer, the Securities Administrator, the Depositor and the Sponsor as a
      result of any claims, losses, damages or liabilities incurred by Master
      Servicer, the Securities Administrator, the Depositor and the Sponsor in such
      proportion as is appropriate to reflect the relative fault of the Master
      Servicer, the Securities Administrator, the Depositor and the Sponsor on the
      one
      hand and such party on the other.  This indemnity shall survive the
      termination or resignation of the parties hereto or the termination of this
      Agreement.

     

    Section
      7.04  Limitations
      on Liability of the Depositor, Securities Administrator, Master Servicer,
      Servicer and Others.

     

    Subject
      to the obligation of the Depositor and the Servicer to indemnify the Indemnified
      Persons pursuant to Section 7.03:

     

    (a)  Neither
      the Depositor, the Securities Administrator, the Master Servicer nor any of
      the
      directors, officers, employees or agents of the Depositor, the Securities
      Administrator and the Master Servicer shall be under any liability to the
      Indemnified Persons, the Trust Fund or the Certificateholders for taking any
      action or for refraining from taking 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 Securities Administrator, the Master
      Servicer or any such Person against any breach of warranties, representations
      or
      covenants made herein or against any specific liability imposed on any such
      Person pursuant hereto or against any liability which would otherwise be imposed
      by reason of such Person’s willful misfeasance, bad faith or gross negligence in
      the performance of duties or by reason of reckless disregard of obligations
      and
      duties hereunder.

     

    (b)  The
      Depositor, the Securities Administrator, the Master Servicer and any director,
      officer, employee or agent of the Depositor, the Securities Administrator and
      the Master Servicer may rely in good faith on any document of any kind prima
      facie properly executed and submitted by any Person respecting any matters
      arising hereunder.

     

    (c)  The
      Depositor, the Securities Administrator, the Master Servicer, the Servicer,
      the
      Trustee, the Custodian and any director, officer, employee or agent of the
      Depositor, the Securities Administrator, the Master Servicer, the Servicer,
      the
      Trustee or the Custodian shall be indemnified by the Trust Fund and held
      harmless thereby against any loss, liability or expense (including reasonable
      legal fees and disbursements of counsel) incurred on their part that may be
      sustained in connection with, arising out of, or relating to this Agreement,
      the
      Custodial Agreement or the Certificates (including any pending or threatened
      claim or legal action), other than (i) with respect to the Servicer, such loss,
      liability or expense related to the Servicer’s failure to perform its duties in
      compliance with this Agreement (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or, with respect
      to
      the Custodian, to the Custodian’s failure to perform its duties hereunder, (ii)
      with respect to the Servicer, any such loss, liability or expense incurred
      by
      reason of the Servicer’s willful misfeasance, bad faith or gross negligence in
      the performance of its duties hereunder or (iii) with respect to Custodian,
      any
      such loss, liability or expense incurred by reason of the Custodian’s willful
      misfeasance, bad faith or gross negligence in the performance of its duties
      hereunder.

     

    (d)  The
      Depositor the Securities Administrator or the Master Servicer shall not be
      under
      any obligation to appear in, prosecute or defend any legal action that is not
      incidental to its duties under this Agreement and that in its opinion may
      involve it in any expense or liability; provided, however, that each of the
      Depositor, the Securities Administrator and the Master Servicer may in its
      discretion, undertake any such action which it may deem necessary or desirable
      with respect to this Agreement and the rights and duties of the parties hereto
      and the interests of the Certificateholders hereunder. In such event, the legal
      expenses and costs of such action and any liability resulting therefrom (except
      any loss, liability or expense incurred by reason of willful misfeasance, bad
      faith or gross negligence in the performance of duties hereunder or by reason
      of
      reckless disregard of obligations and duties hereunder) shall be expenses,
      costs
      and liabilities of the Trust Fund, and the Depositor, the Securities
      Administrator and the Master Servicer shall be entitled to be reimbursed
      therefor out of the Distribution Account as provided by Section 3.32.
      Nothing in this Subsection 7.04(d) shall affect the Master Servicer’s obligation
      to take such actions as are necessary to ensure the servicing and administration
      of the Mortgage Loans pursuant to this Agreement.

     

    (e)  In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Trustee shall
      not
      be required to investigate or make recommendations concerning potential
      liabilities which the Trust Fund might incur as a result of such course of
      action by reason of the condition of the Mortgaged Properties.

     

    (f)  The
      Trustee shall not be liable for any acts or omissions of any Servicer, the
      Depositor or the Custodian.

     

    Section
      7.05  Servicer
      Not to Resign.

     

    (a)  The
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      except upon the determination that its duties hereunder are no longer
      permissible under applicable law or the performance of such duties are no longer
      possible in order to comply with applicable law and such incapacity or
      impossibility cannot be cured by the Servicer.  Any determination
      permitting the resignation of the Servicer shall be evidenced by an Opinion
      of
      Counsel to such effect delivered to the Master Servicer which Opinion of Counsel
      shall be in form and substance acceptable to the Master Servicer.  No
      appointment of a successor to the Servicer shall be effective hereunder unless
      (a) the Rating Agencies have confirmed in writing that such appointment will
      not
      result in a downgrade, qualification or withdrawal of the then current ratings
      assigned to the Certificates, (b) such successor shall have represented that
      it
      is meets the eligibility criteria set forth in Section 8.02 and (c) such
      successor has agreed in writing to assume the obligations of the Servicer
      hereunder.  The Servicer shall provide a copy of the written
      confirmation of the Rating Agencies and the agreement executed by such successor
      to the Master Servicer.  No such resignation shall become effective
      until a successor servicer or the Master Servicer shall have assumed the
      Servicer’s responsibilities and obligations hereunder.  The Servicer
      shall notify the Master Servicer and the Rating Agencies of its
      resignation.

     

    (b)  Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Subservicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, that as provided in Section 3.03, no
      Subservicer or Subcontractor shall be a third-party beneficiary hereunder and
      the parties hereto shall not be required to recognize any Subservicer or
      Subcontractor as an indemnitee under this Agreement.

     

    Section
      7.06  Termination
      of the Servicer Without Cause; Appointment of Special Servicer.

     

    (a)  For
      so
      long as the Sponsor retains ownership of the servicing rights with respect
      to
      any of the Mortgage Loans, the Sponsor may, at its option, terminate the
      servicing responsibilities of the Servicer hereunder with respect to such
      Mortgage Loans without cause; provided, however, that any termination of the
      Servicer will be subject to the consent of the Certificate Insurer. No such
      termination shall become effective unless and until a successor to the Servicer
      shall have been appointed to service and administer the related Mortgage Loans
      pursuant to the terms and conditions of this Agreement.  No
      appointment shall be effective unless (i) such successor servicer meets the
      eligibility criteria contained in Section 8.02, (ii) the Master Servicer
      shall have consented to such appointment, (iii) the Rating Agencies have been
      notified in writing of such appointment and such successor servicer meets the
      Minimum Servicing Requirements, (iv) such successor has agreed to assume the
      obligations of the Servicer hereunder to the extent of the related Mortgage
      Loans and (v) all amounts reimbursable to the Servicer pursuant to the terms
      of
      this Agreement shall have been paid to the Servicer by the successor appointed
      pursuant to the terms of this Section 7.06 or by the Sponsor including
      without limitation, all unreimbursed Advances and Servicing Advances made by
      the
      Servicer and all out-of-pocket expenses of the Servicer incurred in connection
      with the transfer of servicing to such successor.

     

    The
      rights of the Sponsor to terminate the Servicer pursuant to this
      Section 7.06(a) will cease to exist if the Sponsor sells or otherwise
      divests itself of its ownership of the servicing rights with respect to the
      Mortgage Loans; provided, however, that this Section 7.06(a) will be
      operative at any time the Sponsor retains or comes into possession of such
      servicing rights.

     

    (b)  In
      addition, the Sponsor may, at its option, appoint a special servicer with
      respect to certain of the Mortgage Loans; provided, however, that the consent
      of
      the Certificate Insurer shall be required in connection with the appointment
      of
      a special servicer with respect to the Mortgage Loans. The Sponsor and the
      Servicer shall negotiate in good faith with any proposed special servicer with
      respect to the duties and obligations of such special servicer with respect
      to
      any such Mortgage Loan. Any Subservicing Agreement shall contain terms and
      provisions not inconsistent with this Agreement and shall obligate the special
      servicer to service such Mortgage Loans in accordance with Accepted Servicing
      Practices. The fee payable to the special servicer for the performance of such
      duties and obligations will paid from the Servicing Fee collected by the
      Servicer with respect to each such Mortgage Loan and will be remitted to such
      special servicer by the Servicer.

     

    Section
      7.07  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee, the Rating Agencies and the
      Certificate Insurer. No resignation of the Master Servicer shall become
      effective until the Trustee or a successor Master Servicer meeting the criteria
      specified in Section 7.08 shall have assumed the Master Servicer’s
      responsibilities, duties, liabilities (other than those liabilities arising
      prior to the appointment of such successor) and obligations under this
      Agreement.

     

    Section
      7.08  Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement with the
      consent of the Certificate Insurer; provided, however, that: (i) the purchaser
      or transferee accepting such assignment and delegation and assuming the
      obligations of the Master Servicer hereunder (a) shall have a net worth of
      not
      less than $15,000,000 (unless otherwise approved by each Rating Agency pursuant
      to clause (ii) below); (b) shall be reasonably satisfactory to the Trustee
      (as
      evidenced in a writing signed by the Trustee); and (c) shall execute and deliver
      to the Trustee an agreement, in form and substance reasonably satisfactory
      to
      the Trustee, which contains an assumption by such Person of the due and punctual
      performance and observance of each covenant and condition to be performed or
      observed by it as master servicer under this Agreement, any custodial agreement
      from and after the effective date of such agreement; (ii) each Rating Agency
      shall be given prior written notice of the identity of the proposed successor
      to
      the Master Servicer and each Rating Agency’s rating of the Certificates (without
      regard to the Policy) in effect immediately prior to such assignment, sale
      and
      delegation will not be downgraded, qualified or withdrawn as a result of such
      assignment, sale and delegation, as evidenced by a letter to such effect
      delivered to the Master Servicer and the Trustee; and (iii) the Master Servicer
      assigning the master servicing shall deliver to the Trustee an officer’s
      certificate and an Opinion of Independent counsel, each stating that all
      conditions precedent to such action under this Agreement have been completed
      and
      such action is permitted by and complies with the terms of this Agreement.
      No
      such assignment or delegation shall affect any liability of the Master Servicer
      arising out of acts or omissions prior to the effective date
      thereof.

     

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

     

    Each
      of
      the Master Servicer and the Servicer shall afford (and any Subservicing
      Agreement shall provide that each Subservicer or Subcontractor shall afford)
      the
      Depositor and the Trustee, upon reasonable notice, during normal business hours,
      access to all records maintained by the Master Servicer or the Servicer (and
      any
      such Subservicer or Subcontractor) in respect of the Servicer’s rights and
      obligations hereunder and access to officers of the Master Servicer or the
      Servicer (and those of any such Subservicer or Subcontractor) responsible for
      such obligations, and the Master Servicer shall have access to all such records
      maintained by the Servicer and any Subservicers. Upon request, each of the
      Master Servicer and the Servicer shall furnish to the Depositor and the Trustee
      its (and any such Subservicer’s or Subcontractor’s) most recent financial
      statements and such other information relating to the Master Servicer’s or the
      Servicer’s capacity to perform its obligations under this Agreement as it
      possesses (and that any such Subservicer or Subcontractor possesses). To the
      extent the Depositor and the Trustee are informed that such information is
      not
      otherwise available to the public, the Depositor and the Trustee shall not
      disseminate any information obtained pursuant to the preceding two sentences
      without the Master Servicer’s or the Servicer’s written consent, except as
      required pursuant to this Agreement or to the extent that it is appropriate
      to
      do so (i) to its legal counsel, auditors, taxing authorities or other
      governmental agencies and the Certificateholders, (ii) pursuant to any law,
      rule, regulation, order, judgment, writ, injunction or decree of any court
      or
      governmental authority having jurisdiction over the Depositor and the Trustee
      or
      the Trust Fund, and in any case, the Depositor or the Trustee, (iii) disclosure
      of any and all information that is or becomes publicly known, or information
      obtained by the Trustee from sources other than the Depositor, the Servicer
      or
      the Master Servicer, (iv) disclosure as required pursuant to this Agreement
      or
      (v) disclosure of any and all information (A) in any preliminary or final
      offering circular, registration statement or contract or other document
      pertaining to the transactions contemplated by the Agreement approved in advance
      by the Depositor, the Servicer or the Master Servicer or (B) to any affiliate,
      independent or internal auditor, agent, employee or attorney of the Trustee
      having a need to know the same, provided that the Trustee advises such recipient
      of the confidential nature of the information being disclosed, shall use its
      best efforts to assure the confidentiality of any such disseminated non-public
      information. Nothing in this Section 7.09 shall limit the obligation of the
      Servicer to comply with any applicable law prohibiting disclosure of information
      regarding the Mortgagors and the failure of the Servicer to provide access
      as
      provided in this Section 7.09 as a result of such obligation shall not
      constitute a breach of this Section.  Nothing in this
      Section 7.09 shall require the Servicer to collect, create, collate or
      otherwise generate any information that it does not generate in its usual course
      of business.  The Servicer shall not be required to make copies of or
      ship documents to any party unless provisions have been made for the
      reimbursement of the costs thereof. The Depositor may, but is not obligated
      to,
      enforce the obligations of the Master Servicer and the Servicer under this
      Agreement and may, but is not obligated to, perform, or cause a designee to
      perform, any defaulted obligation of the Master Servicer or the Servicer under
      this Agreement or exercise the rights of the Master Servicer or the Servicer
      under this Agreement; provided that neither the Master Servicer nor the Servicer
      shall be relieved of any of its obligations under this Agreement by virtue
      of
      such performance by the Depositor or its designee. The Depositor shall not
      have
      any responsibility or liability for any action or failure to act by the Master
      Servicer or the Servicer and is not obligated to supervise the performance
      of
      the Master Servicer or the Servicer under this Agreement or
      otherwise.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII

     

    DEFAULT;
      TERMINATION OF SERVICER AND MASTER SERVICER

     

    Section
      8.01  Events
      of Default.

     

    (a)  In
      case
      one or more of the following events of default by the Servicer shall occur
      and
      be continuing (each, a “Servicer Default”):

     

    (i)  any
      failure by the Servicer to remit to the Securities Administrator any payment,
      including an Advance, required to be made under the terms of this Agreement
      which continues unremedied for a period of two (2) Business Days after the
      day
      on which such payment or Advance was required to be made by the Servicer;
      or

     

    (ii)  failure
      on the part of the Servicer to duly observe or perform in any material respect
      any other of the covenants or agreements on the part of the Servicer set forth
      in this Agreement (other than those described in (viii) and (ix) below), the
      breach of which has a material adverse effect and which continue unremedied
      for
      a period of thirty days after the date on which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Servicer by
      the
      Trustee, Master Servicer or the Certificate Insurer or the Depositor or to
      the
      Servicer, the Trustee and the Master Servicer by the holders of Certificates
      evidencing not less than twenty-five percent (25%) of the Voting Rights
      evidenced by the Certificates affected thereby; or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      bankruptcy, readjustment of debt, marshaling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against the Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of sixty days;
      or

     

    (iv)  the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
      of
      assets and liabilities or similar proceedings of or relating to the Servicer
      or
      of or relating to all or substantially all of its property; or

     

    (v)  the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors,
      or
      voluntarily suspend payment of its obligations; or

     

    (vi)  the
      Servicer attempts to assign its right to servicing compensation hereunder (other
      than any payment by the Servicer to the Sponsor of any portion of the Servicing
      Fee payable to the Servicer as provided in a separate side letter between the
      Sponsor and the Servicer) or the Servicer attempts to sell or otherwise dispose
      of all or substantially all of its property or assets or to assign this
      Agreement or the servicing responsibilities hereunder or to delegate its duties
      hereunder or any portion thereof except, in each case as otherwise permitted
      herein; or

     

    (vii)  the
      Servicer ceases to be qualified to transact business in any jurisdiction where
      it is currently so qualified, but only to the extent such non-qualification
      materially and adversely affects the Servicer’s ability to perform its
      obligations hereunder;

     

    (viii)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      the Servicer to duly perform, within the required time period, its obligations
      under Sections 3.13, 3.14, 3.18 or 5.16, which default shall not be subject
      to notice or a cure period;

     

    (ix)  after
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, any
      failure by the Servicer to duly perform, within the required time period, its
      obligation to provide the annual statements of compliance and attestation
      reports described in Sections 3.13 and 3.14 hereof, which failure continues
      unremedied for a period of ten (10) Business Days after the date on which
      written notice of such failure, requiring the same to be remedied, has been
      given to the Servicer by the Master Servicer; or

     

    (x)  any
      failure by the Servicer (or any successor thereto) to provide, within the
      required time period set forth in Section 3.28 hereof, any required reports
      or data pertaining to the Mortgage Loans, which failure continues unremedied
      for
      a period of thirty (30) days after the date on which written notice of such
      failure, requiring the same to be remedied, has been given to the Servicer
      (or
      any successor thereto) by the Master Servicer.

     

    then,
      and
      in each and every such case, so long as a Servicer Default with respect to
      the
      Servicer shall not have been remedied, the Master Servicer, by notice in writing
      to the Servicer shall with respect to a payment default by the Servicer pursuant
      to Section 8.01(i) of this Agreement and, upon the occurrence and
      continuance of any other Servicer Default with respect to the Servicer may,
      and,
      at the written direction of the Certificate Insurer, the Certificateholders
      evidencing not less than 25% of the Voting Rights of the Certificates affected
      thereby shall, in addition to whatever rights the Trustee on behalf of the
      Certificateholders and the Certificate Insurer may have under Section 7.03
      of this Agreement and at law or equity to damages, including injunctive relief
      and specific performance, terminate all the rights and obligations of the
      Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
      thereof without compensating the Servicer for the same with respect to a
      Servicer Default.  On or after the receipt by the Servicer of such
      written notice, all authority and power of the Servicer under this Agreement
      whether with respect to the Mortgage Loans or otherwise, shall pass to and
      be
      vested in the Master Servicer.  Upon written request from the Master
      Servicer, the Servicer shall prepare, execute and deliver, any and all documents
      and other instruments, place in the Trustee’s (or its Custodian’s) possession
      all Mortgage Files relating to the Mortgage Loans, and 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, at the
      Servicer’s sole expense.  The Servicer shall cooperate with the Master
      Servicer in effecting the termination of the Servicer’s responsibilities and
      rights hereunder including, without limitation, the transfer to such successor
      for administration by it of all cash amounts which shall at the time be credited
      by the Servicer to the Custodial Account or Escrow Account or thereafter
      received with respect to the Mortgage Loans or any REO Property (provided,
      however, that the Servicer shall continue to be entitled to receive all amounts
      accrued or owing to it under this Agreement on or prior to the date of such
      termination, whether in respect of Advances, Servicing Advances, accrued and
      unpaid Servicing Fees or otherwise, and shall continue to be entitled to the
      benefits of Section 7.04 of this Agreement notwithstanding any such
      termination, with respect to events occurring prior to such
      termination).  The Master Servicer shall not have knowledge of a
      Servicer Default unless a Responsible Officer of the Master Servicer has actual
      knowledge or unless written notice of any Servicer Default is received by the
      Master Servicer at its address for notice and such notice references the
      Certificates, the Trust Fund or this Agreement.

     

    (b)  In
      case
      one or more of the following events of default by the Master Servicer (each,
      a
“Master Servicer Default”) shall occur and be continuing, that is to
      say:

     

    (i)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.03,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer by the Depositor, the Certificate Insurer
      or the Trustee or to the Master Servicer, the Depositor and the Trustee by
      the
      Holders of Certificates entitled to at least twenty-five percent (25%) of the
      Voting Rights of the Certificates affected thereby; or

     

    (ii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of sixty (60) days; or

     

    (iii)  the
      Master Servicer shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (iv)  the
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency or reorganization statute, make an assignment for the benefit of
      its
      creditors, or voluntarily suspend payment of its obligations; or

     

    (v)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 3.13, 3.14, 3.18 or 5.16.

     

    If
      a
      Master Servicer Default shall occur, then, and in each and every such case,
      so
      long as such Master Servicer Default shall not have been remedied, the Depositor
      or the Trustee may, and at the written direction of the Certificate Insurer
      and
      the Holders of Certificates entitled to at least 51% of Voting Rights of the
      Certificates affected thereby, the Trustee shall, by notice in writing to the
      Master Servicer (and to the Depositor if given by the Trustee or to the Trustee
      if given by the Depositor) with a copy to each Rating Agency, terminate all
      of
      the rights and obligations of the Master Servicer in its capacity as Master
      Servicer under this Agreement with respect to the Mortgage Loans, to the extent
      permitted by law, and in and to the related Mortgage Loans and the proceeds
      thereof. On or after the receipt by the Master Servicer of such written notice,
      all authority and power of the Master Servicer under this Agreement, whether
      with respect to the related Certificates (other than as a Holder of any
      Certificate) or the Mortgage Loans or otherwise including, without limitation,
      the compensation payable to the Master Servicer under this Agreement with
      respect to the Mortgage Loans, shall pass to and be vested in the Trustee
      pursuant to and under this Section, and, without limitation, the Trustee is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the Master Servicer, any and
      all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Master Servicer agrees promptly
      (and in any event no later than ten (10) Business Days subsequent to such
      notice) to provide the Trustee with all documents and records requested by
      it to
      enable it to assume the Master Servicer’s functions under this Agreement with
      respect to the related Mortgage Loans, and to cooperate with the Trustee in
      effecting the termination of the Master Servicer’s responsibilities and rights
      under this Agreement with respect to the Mortgage Loans (provided, however,
      that
      the Master Servicer shall continue to be entitled to receive all amounts accrued
      or owing to it under this Agreement with respect to the Mortgage Loans on or
      prior to the date of such termination and shall continue to be entitled to
      the
      benefits of Section 7.03, notwithstanding any such termination, with
      respect to events occurring prior to such termination). For purposes of this
      Section 8.01, the Trustee shall not be deemed to have knowledge of a Master
      Servicer Default unless a Responsible Officer of the Trustee assigned to and
      working in the Trustee’s Corporate Trust Office has actual knowledge thereof or
      unless written notice of any event which is in fact such a Master Servicer
      Default is received by the Trustee and such notice references the Certificates,
      the Trust Fund or this Agreement. The Trustee shall promptly notify the Rating
      Agencies of the occurrence of a Master Servicer Default of which it has
      knowledge as provided above.

     

    Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer with respect to the Mortgage
      Loans in the assumption of all of the responsibilities, duties or liabilities
      of
      a master servicer, like the Master Servicer.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer with respect to the Mortgage Loans, appointment of a
      successor Master Servicer or the transfer and assumption of the master servicing
      with respect to the related Mortgage Loans by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer with respect to the Mortgage Loans as a result of a Master
      Servicer Default and (ii) all costs and expenses associated with the complete
      transfer of the master servicing with respect to the Mortgage Loans, including
      all servicing files and all servicing data and the completion, correction or
      manipulation of such servicing data as may be required by the successor Master
      Servicer to correct any errors or insufficiencies in the servicing data or
      otherwise to enable the successor Master Servicer to master service the Mortgage
      Loans in accordance with this Agreement) are not fully and timely reimbursed
      by
      the terminated Master Servicer, the Trustee shall be entitled to reimbursement
      of such costs and expenses from the Distribution Account.  Neither the
      Trustee nor any other successor master servicer shall be deemed to be in default
      hereunder by reason of any failure to make, or any delay in making, any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.  Furthermore, neither the Trustee nor any other successor master
      servicer shall be liable for any acts or omissions of the terminated Master
      Servicer.

     

    Section
      8.02  Master
      Servicer to Act; Appointment of Successor.

     

    On
      and
      after the time the Servicer receives a notice of termination pursuant to
      Section 8.01 of this Agreement, the Master Servicer, shall become the
      successor to the Servicer with respect to the Mortgage Loans and the
      transactions set forth or provided for herein and after a transition period
      (not
      to exceed 90 days), shall be subject to all the responsibilities, duties and
      liabilities relating thereto placed on the terminated Servicer by the terms
      and
      provisions hereof and applicable law including the obligation to make Advances
      with respect to the Mortgage Loans pursuant to Article V hereof except as
      otherwise provided herein or therein; provided, however, that the Master
      Servicer’s obligation to make Advances with respect to the Mortgage Loan in its
      capacity as Successor Servicer shall not be subject to such 90-day transition
      period and the Master Servicer, will make any Advance required to be made by
      the
      terminated Servicer on the Distribution Date on which the terminated Servicer
      was required to make such Advance. Effective on the date of such notice of
      termination, as compensation therefor, the Master Servicer, shall be entitled
      to
      all fees, costs and expenses relating to the Mortgage Loans that the terminated
      Servicer would have been entitled to if it had continued to act hereunder,
      provided, however, that the Master Servicer shall not be (i) liable for any
      acts
      or omissions of the terminated Servicer, (ii) obligated to make Advances if
      it
      is prohibited from doing so under applicable law or determines that such
      Advance, if made, would constitute a Nonrecoverable Advance, (iii) responsible
      for expenses of the terminated Servicer pursuant to Section 2.03 of this
      Agreement or (iv) obligated to deposit losses on any Permitted Investment
      directed by the terminated Servicer.  Notwithstanding the foregoing,
      the Master Servicer, may, if it shall be unwilling to so act, or shall, if
      it is
      prohibited by applicable law from making Advances pursuant to Article VI of
      this
      Agreement or if it is otherwise unable to so act, 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 related Certificates by each Rating Agency (without regard to
      the
      Policy) as the successor to the terminated Servicer hereunder in the assumption
      of all or any part of the responsibilities, duties or liabilities of the
      terminated Servicer with respect to the Mortgage Loans hereunder. Any Successor
      Servicer shall (i) be an institution that is a Fannie Mae and Freddie Mac
      approved seller/servicer in good standing, that has a net worth of at least
      $15,000,000 and (ii) be willing to act as successor servicer of the Mortgage
      Loans under this Agreement, and shall have executed and delivered to the
      Depositor and the Trustee an agreement accepting such delegation and assignment,
      that contains an assumption by such Person of the rights, powers, duties,
      responsibilities, obligations and liabilities of the terminated Servicer with
      respect to the Mortgage Loans (other than any liabilities of the terminated
      Servicer hereof incurred prior to termination of the Servicer under
      Section 8.01 of this Agreement), with like effect as if originally named as
      a party to this Agreement, provided that each Rating Agency shall have
      acknowledged in writing that its rating of the related Certificates (without
      regard to the Policy) in effect immediately prior to such assignment and
      delegation will not be qualified or reduced as a result of such assignment
      and
      delegation. If the Master Servicer assumes the duties and responsibilities
      of
      the terminated Servicer with respect to the Mortgage Loans in accordance with
      this Section 8.02, the Master Servicer, shall not resign as servicer until
      a Successor Servicer has been appointed and has accepted such appointment.
      Pending appointment of a successor to the terminated Servicer hereunder, the
      Master Servicer, unless the Master Servicer is prohibited by law from so acting,
      shall act in such capacity as hereinabove provided. In connection with such
      appointment and assumption, the Master Servicer, may make such arrangements
      for
      the compensation of such successor out of payments on the Mortgage Loans or
      otherwise as it and such successor shall agree; provided that no such
      compensation shall be in excess of that permitted the terminated Servicer with
      respect to the Mortgage Loans hereunder. The Master Servicer and such successor
      shall take such action, consistent with this Agreement, as shall be necessary
      to
      effectuate any such succession. Neither the Master Servicer nor any other
      Successor 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 terminated Servicer to deliver or provide, or any delay in delivering or
      providing, any cash, information, documents or records to it.

     

    The
      costs
      and expenses of the Master Servicer, in connection with the termination of
      the
      terminated Servicer, appointment of a Successor Servicer and, if applicable,
      any
      transfer of servicing, including, without limitation, all costs and expenses
      associated with the complete transfer of all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      Master Servicer, to correct any errors or insufficiencies in the servicing
      data
      or otherwise to enable the Master Servicer, the Trustee or the Successor
      Servicer to service the Mortgage Loans properly and effectively, to the extent
      not paid by the terminated Servicer as may be required herein shall be payable
      to the Master Servicer, from the Distribution Account pursuant to
      Section 3.32. Any successor to the terminated Servicer as successor
      servicer under this Agreement shall give notice to the applicable Mortgagors
      of
      such change of servicer and shall, during the term of its service as successor
      servicer maintain in force the policy or policies that the terminated Servicer
      is required to maintain pursuant to Section 3.05 of this
      Agreement.

     

    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee be liable for
      any
      Master Servicing Fee or for any differential in the amount of the Master
      Servicing Fee paid hereunder and the amount necessary to induce any successor
      master servicer to act as successor master servicer under this Agreement and
      the
      transactions set forth or provided for herein.

     

    Section
      8.03  Notification
      to Certificateholders.

     

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

     

    (b)  Within
      sixty (60) days after the occurrence of any Servicer Default or Master Servicer
      Default, the Trustee shall transmit by mail to all Certificateholders, the
      Certificate Insurer notice of the Servicer Default or Master Servicer Default
      hereunder known to the Trustee, unless such default shall have been cured or
      waived.

     

    Section
      8.04  Waiver
      of Servicer Defaults and Master Servicer Defaults.

     

    The
      Trustee, shall waive, at the direction of the Certificate Insurer and may waive,
      by written notice from Certificateholders evidencing 66-2/3% of the Voting
      Rights of the Certificates affected thereby (unless such default materially
      and
      adversely affects all Certificateholders, in which case the written direction
      shall be from all of the Certificateholders) any default by the Servicer or
      the
      Master Servicer in the performance of its obligations hereunder and its
      consequences.  Upon any such waiver of a past default, such default
      shall cease to exist, and any Servicer Default or Master Servicer Default
      arising therefrom shall be deemed to have been remedied for every purpose of
      this Agreement.  No such waiver shall extend to any subsequent or
      other default or impair any right consequent thereon except to the extent
      expressly so waived in writing.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      IX

     

    CONCERNING
      THE TRUSTEE AND SECURITIES ADMINISTRATOR

     

    Section
      9.01  Duties
      of Trustee and Securities Administrator.

     

    (a)  The
      Trustee, prior to the occurrence of a Master Servicer Default, and after the
      curing or waiver of all Master Servicer Defaults, which may have occurred,
      and
      the Securities Administrator each undertake to perform such duties and only
      such
      duties as are specifically set forth in this Agreement as duties of the Trustee
      and the Securities Administrator, respectively. If a Master Servicer Default
      has
      occurred and has not been cured or waived, 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.  Any permissive right of the Trustee enumerated in this
      Agreement shall not be construed as a duty.

     

    (b)  Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders and the Certificate
      Insurer.

     

    (c)  The
      Trustee shall promptly remit to the Servicer any complaint, claim, demand,
      notice or other document (collectively, the “Notices”) delivered to the Trustee
      as a consequence of the assignment of any Mortgage Loan hereunder and relating
      to the servicing of the Mortgage Loans; provided than any such notice (i) is
      delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

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

     

    (i)  Prior
      to
      the occurrence of a Master Servicer Default and after the curing or waiver
      of
      Master Servicer Defaults which may have occurred with respect to the Trustee
      and
      at all times with respect to the Securities Administrator, the duties and
      obligations of the Trustee and the Securities Administrator shall be determined
      solely by the express provisions of this Agreement, neither the Trustee nor
      the
      Securities Administrator shall be liable except for the performance of its
      duties and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the
      Trustee or the Securities Administrator and, in the absence of bad faith on
      the
      part of the Trustee or the Securities Administrator, respectively, the Trustee
      or the Securities Administrator, respectively, may conclusively rely and shall
      be fully protected in acting or refraining from acting, as to the truth of
      the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     

    (ii)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for an error of judgment made in good faith by a Responsible Officer
      or
      Responsible Officers of the Trustee or an officer or officers of the Securities
      Administrator, respectively, unless it shall be proved that the Trustee or
      Securities Administrator, respectively, was negligent in ascertaining the
      pertinent facts;

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith and believed
      by it to be authorized or within the rights or powers conferred upon it by
      this
      Agreement or in accordance with the directions of the Holders of Certificates
      evidencing not less than 25% of the aggregate Voting Rights of the Certificates,
      if such action or non-action relates to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or other power conferred upon the Trustee
      or the Securities Administrator under this Agreement;

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default or Master Servicer Default unless a Responsible Officer
      of the Trustee shall have actual knowledge thereof. In the absence of such
      notice, the Trustee may conclusively assume there is no such default or Master
      Servicer Default;

     

    (v)  The
      Trustee shall not in any way be liable by reason of any insufficiency in any
      Account held by or in the name of Trustee unless it is determined by a court
      of
      competent jurisdiction that the Trustee’s gross negligence or willful misconduct
      was the primary cause of such insufficiency (except to the extent that the
      Trustee is obligor and has defaulted thereon);

     

    (vi)  Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Trustee
      or the Securities Administrator be liable for special, indirect, punitive or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if the Trustee or the Securities Administrator has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action and whether or not any such damages were foreseeable or contemplated;
      and

     

    (vii)  None
      of
      the Sponsor, the Depositor or the Trustee shall be responsible for the acts
      or
      omissions of the other, it being understood that this Agreement shall not be
      construed to render them partners, joint venturers or agents of one
      another.

     

    Neither
      the Trustee (regardless of the capacity in which it is acting) nor the
      Securities Administrator shall be required to expend or risk its own funds
      or
      otherwise incur liability, financial or otherwise, in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      there is reasonable ground for believing that the repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it, and none of the provisions contained in this Agreement shall in any event
      require the Trustee or the Securities Administrator to perform, or be
      responsible for the manner of performance of, any of the obligations of the
      terminated Servicer hereunder.

     

    (e)  All
      funds
      received by the Securities Administrator and required to be deposited in the
      Distribution Account pursuant to this Agreement will be promptly so deposited
      by
      the Securities Administrator.

     

    Section
      9.02  Certain
      Matters Affecting the Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  The
      Trustee and the Securities Administrator may conclusively rely and shall be
      fully protected in acting or refraining from acting in reliance on any
      resolution or certificate of the Sponsor, the Depositor or the Servicer, any
      certificates 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;

     

    (ii)  The
      Trustee and the Securities Administrator may consult with counsel and any advice
      of such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection with respect to any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice or
      Opinion of Counsel:

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement, other
      than
      its obligation to give notices pursuant to this Agreement, or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders pursuant to the provisions
      of this Agreement, unless such Certificateholders shall have offered to the
      Trustee or the Securities Administrator, as the case may be, reasonable security
      or indemnity satisfactory to it against the costs, expenses and liabilities
      which may be incurred therein or thereby. Nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of a Master
      Servicer Default of which a Responsible Officer of the Trustee has actual
      knowledge (which has not been cured or waived), to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of care
      and skill in their exercise, as a prudent person would exercise or use under
      the
      circumstances in the conduct of his own affairs;

     

    (iv)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for any action taken, suffered or omitted by it in good faith and
      believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Master Servicer Default hereunder and after the curing
      or
      waiver of all Master Servicer Defaults which may have occurred with respect
      to
      the Trustee and at all times with respect to the Securities Administrator,
      neither the Trustee nor the Securities Administrator shall be bound to make
      any
      investigation into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      approval, bond or other paper or document, unless requested in writing to do
      so
      by Holders of Certificates evidencing not less than twenty-five percent (25%)
      of
      the aggregate Voting Rights of the Certificates and provided that the payment
      within a reasonable time to the Trustee or the Securities Administrator of
      the
      costs, expenses or liabilities likely to be incurred by it in the making of
      such
      investigation is, in the opinion of the Trustee or the Securities Administrator,
      as applicable, not reasonably assured to the Trustee or the Securities
      Administrator, as applicable, by the security afforded to it by the terms of
      this Agreement, the Trustee or the Securities Administrator, as applicable,
      may
      require reasonable indemnity against such expense or liability as a condition
      to
      taking any such action. The reasonable expense of every such examination shall
      be paid by the Certificateholders requesting the investigation;

     

    (vi)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, nominees, custodians, agents
      or
      attorneys. The Trustee shall not be liable or responsible for the misconduct
      or
      negligence of any of the Trustee’s agents or attorneys or paying agent appointed
      hereunder by the Trustee with due care;

     

    (vii)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions; the right of the Trustee to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be accountable for other than
      its
      gross negligence or willful misconduct in the performance of any such
      act;

     

    (viii)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted
      hereunder;

     

    (ix)  The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
      for purposes of this Agreement;

     

    (x)  The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided, however that the Trustee
      shall promptly remit to the Servicer upon receipt any such complaint, claim,
      demand, notice or other document (i) which is delivered to the Trustee at is
      Corporate Trust Office, (ii) of which a Responsible Officer has actual knowledge
      and (iii) which contains information sufficient to permit the Trustee to make
      a
      determination that the real property to which such document relates is a
      Mortgaged Property; and

     

    (xi)  The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Supplemental Interest Trust Trustee, is hereby directed to execute and deliver
      the Swap Agreement on behalf of Party B (as defined therein) and to exercise
      the
      rights, perform the obligations, and make the representations of Party B
      thereunder, solely in its capacity as Supplemental Interest Trust Trustee on
      behalf of Party B (as defined therein) and not in its individual
      capacity.

     

    The
      Certificateholders (by acceptance of their Certificates) acknowledge and agree
      that:

     

    (a)     the
      Supplemental Interest Trust Trustee shall execute and deliver the Swap Agreement
      on behalf of Party B (as defined therein),

     

     (b)    the
      Supplemental
      Interest Trust Trustee shall exercise the rights, perform the obligations,
      and
      make the representations of Party B thereunder, solely in its capacity as
      Supplemental Interest Trust Trustee on behalf of Party B (as defined therein)
      and not in its individual capacity, and

     

     (c)     the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Swap
      Agreement.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s
      execution, as Supplemental Interest Trust Trustee of the Swap Agreement, and
      the
      performance of its duties and satisfaction of its obligations
      thereunder.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s performance of its duties and satisfaction of its
      obligations under the Swap Agreement.

     

    (xii)  None
      of
      the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
      the Depositor, the Custodian or the Trustee shall be responsible for the acts
      or
      omissions of the others or of the Swap Provider, it being understood that this
      Agreement shall not be construed to render them partners, joint venturers or
      agents of one another.

     

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

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgements of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12)
      shall be taken as the statements of the Depositor, and neither the Trustee
      nor
      the Securities Administrator assumes any responsibility for their correctness.
      Neither the Trustee nor the Securities Administrator makes any representations
      or warranties as to the validity or sufficiency (other than as specifically
      set
      forth in Section 9.12) of the Swap Agreement, the Certificates (other than
      the signature of the Securities Administrator and authentication of the
      Securities Administrator on the Certificates) or of any Mortgage Loan except
      as
      expressly provided in Section 2.02. The Securities Administrator’s
      signature and authentication (or authentication of its agent) on the
      Certificates shall be solely in its capacity as Securities Administrator and
      shall not constitute the Certificates an obligation of the Securities
      Administrator in any other capacity. The Trustee and the Securities
      Administrator shall not be accountable for the use or application by the
      Depositor of any of the Certificates or of the proceeds of such Certificates,
      or
      for the use or application of any funds paid to the Depositor with respect
      to
      the Mortgage Loans.

     

    Section
      9.04  Trustee
      and Securities Administrator May Own Certificates.

     

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

     

    Section
      9.05  Fees
      and Expenses of Trustee and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder shall be paid in
      accordance with a side letter agreement with the Master Servicer and at the
      sole
      expense of the Master Servicer. In addition, the Trustee, the Securities
      Administrator, the Custodian and any director, officer, employee or agent of
      the
      Trustee, the Securities Administrator and the Custodian shall be indemnified
      by
      the Trust Fund and held harmless against any loss, liability or expense
      (including reasonable attorney’s fees and expenses) incurred by the Trustee, the
      Custodian or the Securities Administrator including any pending or threatened
      claim or legal action arising out of or in connection with the acceptance or
      administration of its respective obligations and duties under this Agreement,
      including the Swap Agreement and any and all other agreements related hereto,
      other than any loss, liability or expense (i) for which the Trustee is
      indemnified by the Master Servicer or the Servicer, (ii) that constitutes a
      specific liability of the Trustee or the Securities Administrator pursuant
      to
      this Agreement or (iii) any loss, liability or expense incurred by reason of
      willful misfeasance, bad faith or negligence in the performance of duties
      hereunder by the Trustee or the Securities Administrator or by reason of
      reckless disregard of obligations and duties hereunder. In no event shall the
      Trustee or the Securities Administrator be liable for special, indirect or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if it has been advised of the likelihood of such loss
      or
      damage and regardless of the form of action. The Master Servicer agrees to
      indemnify the Trustee, from, and hold the Trustee harmless against, any loss,
      liability or expense (including reasonable attorney’s fees and expenses)
      incurred by the Trustee by reason of the Master Servicer’s willful misfeasance,
      bad faith or gross negligence in the performance of its duties under this
      Agreement or by reason of the Master Servicer’s reckless disregard of its
      obligations and duties under this Agreement. The indemnities in this
      Section 9.05 shall survive the termination or discharge of this Agreement
      and the resignation or removal of the Master Servicer, the Trustee, the
      Securities Administrator or the Custodian. Any payment hereunder made by the
      Master Servicer to the Trustee shall be from the Master Servicer’s own funds,
      without reimbursement from any REMIC therefor.

     

    Section
      9.06  Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor or any Affiliate of the
      foregoing) organized and doing business under the laws of any state or the
      United States of America, authorized under such laws to exercise corporate
      trust
      powers, having a combined capital and surplus of at least $50,000,000 (or a
      member of a bank holding company whose capital and surplus is at least
      $50,000,000) and subject to supervision or examination by federal or state
      authority. If such corporation or association publishes reports of conditions
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Master Servicer,
      Servicer, Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be authorized
      to exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least "A-1" by S&P (or such rating
      acceptable to Fitch pursuant to a rating confirmation).  Wells Fargo
      Bank, N.A. shall act as Securities Administrator for so long as it is Master
      Servicer under this Agreement.

     

    Section
      9.07  Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign (including,
      without limitation, and in the case of the Securities Administrator, upon the
      resignation or removal of the Master Servicer) and be discharged from the trust
      hereby created by giving written notice thereof to the Depositor, to the Master
      Servicer, to the Securities Administrator (or the Trustee, if the Securities
      Administrator resigns) and to the Certificateholders and the Certificate
      Insurer. Upon receiving such notice of resignation, the Depositor shall promptly
      appoint a successor trustee or successor Securities Administrator by written
      instrument, in duplicate, which instrument shall be delivered to the resigning
      Trustee or Securities Administrator, as applicable, and to the successor trustee
      or successor Securities Administrator, as applicable. A copy of such instrument
      shall be delivered to the Certificateholders, the Trustee, the Securities
      Administrator, the Master Servicer and the Certificate Insurer by the Depositor.
      If no successor trustee or successor Securities Administrator shall have been
      so
      appointed and have accepted appointment within thirty (30) days after the giving
      of such notice of resignation, the resigning Trustee or Securities
      Administrator, as the case may be, may, at the expense of the Trust Fund,
      petition any court of competent jurisdiction for the appointment of a successor
      trustee or successor Securities Administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 and shall fail to resign
      after written request therefor by the Depositor, or if at any time the Trustee
      or the Securities Administrator shall become incapable of acting, or shall
      be
      adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities
      Administrator or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Trustee or the Securities Administrator or of
      its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, then the Depositor may remove the Trustee or the Securities
      Administrator, as applicable and appoint a successor trustee or successor
      Securities Administrator, as applicable, by written instrument, in duplicate,
      which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor Securities
      Administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator, the Master
      Servicer and the Certificate Insurer by the Depositor.

     

    The
      Certificate Insurer or the Holders of Certificates entitled to at least
      fifty-one percent (51%) of the Voting Rights may at any time remove the Trustee
      or the Securities Administrator and appoint a successor trustee or successor
      Securities Administrator by written instrument or instruments, in triplicate,
      signed by such Holders or their attorneys-in-fact duly authorized, one complete
      set of which instruments shall be delivered to the Depositor, one complete
      set
      to the Trustee or the Securities Administrator so removed and one complete
      set
      to the successor so appointed. A copy of such instrument shall be delivered
      to
      the Certificateholders, the Certificate Insurer, the Trustee (in the case of
      the
      removal of the Securities Administrator), the Securities Administrator (in
      the
      case of the removal of the Trustee) and the Master Servicer by the
      Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor Securities Administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      Securities Administrator, as applicable, as provided in
      Section 9.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    Any
      Person appointed as successor trustee pursuant to this Section 9.07 shall also
      be required to serve as successor supplemental interest trust trustee under
      the
      Swap Agreement.

     

    Section
      9.08  Successor
      Trustee or Securities Administrator.

     

    Any
      successor trustee or successor Securities Administrator appointed as provided
      in
      Section 9.07 hereof shall execute, acknowledge and deliver to the Depositor
      and to its predecessor trustee or predecessor Securities Administrator
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor trustee or predecessor Securities Administrator
      shall
      become effective and such successor trustee or successor Securities
      Administrator, without any further act, deed or conveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with the like effect as if originally named as trustee or Securities
      Administrator herein. The predecessor trustee or predecessor Securities
      Administrator shall deliver to the successor trustee or successor Securities
      Administrator all Mortgage Loan Documents and related documents and statements
      to the extent held by it hereunder, as well as all monies, held by it hereunder,
      and the Depositor and the predecessor trustee or predecessor Securities
      Administrator shall execute and deliver such instruments and do such other
      things as may reasonably be required for more fully and certainly vesting and
      confirming in the successor trustee or successor Securities Administrator all
      such rights, powers, duties and obligations.

     

    No
      successor trustee or successor Securities Administrator shall accept appointment
      as provided in this Section 9.08 unless at the time of such acceptance such
      successor trustee or successor Securities Administrator shall be eligible under
      the provisions of Section 9.07 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates (without regard
      to
      the Policy).

     

    Upon
      acceptance of appointment by a successor trustee or successor Securities
      Administrator as provided in this Section 9.08, the successor trustee or
      successor Securities Administrator shall mail notice of the succession of such
      trustee or Securities Administrator hereunder to all Holders of Certificates.
      If
      the successor trustee or successor Securities Administrator fails to mail such
      notice within ten days after acceptance of appointment, the Depositor shall
      cause such notice to be mailed at the expense of the Trust Fund.

     

    Section
      9.09  Merger
      or Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation, state bank or national banking association into which the Trustee
      or Securities Administrator may be merged or converted or with which it may
      be
      consolidated or any corporation, state bank or national banking association
      resulting from any merger, conversion or consolidation to which the Trustee
      or
      the Securities Administrator shall be a party, or any corporation, state bank
      or
      national banking association succeeding to substantially all of the corporate
      trust business of the Trustee or Securities Administrator or shall be the
      successor of the Trustee or Securities Administrator hereunder, provided that
      such corporation shall be eligible under the provisions of Section 9.06
      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
      9.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of, REMIC I or any property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates and the Certificate Insurer such title to
      REMIC I, or any part thereof, and, subject to the other provisions of this
      Section 9.10, such powers, duties, obligations, rights and trusts as the
      Trustee may consider necessary or desirable. No co-trustee or separate trustee
      hereunder shall be required to meet the terms of eligibility as a successor
      trustee under Section 9.06 hereunder and no notice to Holders of
      Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
      be
      required under Section 9.08 hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to or
      REMIC I or any portion thereof in any such jurisdiction) shall be exercised
      and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      IX.
      Each separate trustee and co-trustee, upon its acceptance of the trust
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee, or separately,
      as
      may be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee or co-trustee.

     

    Section
      9.11  Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office initially located at Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479, and presented for final
      distribution at the Corporate Trust Office of the Securities Administrator
      where
      notices and demands to or upon the Securities Administrator in respect of the
      Certificates and this Agreement may be served.

     

    Section
      9.12  Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, the Servicer, the Depositor and the Certificate Insurer as of
      the
      Closing Date, that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    Section
      9.13  Tax
      Matters.

     

    It
      is
      intended that the Trust Fund shall constitute, and that the affairs of the
      Trust
      Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
      “real estate mortgage investment conduit” as defined in and in accordance with
      the REMIC Provisions. In furtherance of such intention, the Securities
      Administrator covenants and agrees that it shall act as agent (and the
      Securities Administrator is hereby appointed to act as agent) on behalf of
      the
      Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund,
      shall do or refrain from doing, as applicable, the following: (a) the Securities
      Administrator shall prepare and file, or cause to be prepared and filed, in
      a
      timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
      (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 each 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; (b) the Securities
      Administrator shall apply for an employer identification number with the
      Internal Revenue Service via a Form SS-4 or other comparable method for each
      REMIC that is or becomes a taxable entity, and within thirty days of the Closing
      Date, furnish or cause to be furnished to the Internal Revenue Service, on
      Forms
      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 for the Trust Fund; (c) the Securities
      Administrator shall make or cause to be made elections, on behalf of each REMIC
      formed hereunder to be treated as a REMIC on the federal tax return of such
      REMIC for its first taxable year (and, if necessary, under applicable state
      law); (d) the Securities Administrator shall prepare and forward, or cause
      to be
      prepared and forwarded, to the Certificateholders and to the Internal Revenue
      Service and, if necessary, state tax authorities, all information returns and
      reports as and when required to be provided to them in accordance with the
      REMIC
      Provisions, including without limitation, the calculation of any original issue
      discount using the Prepayment Assumption; (e) the Securities Administrator
      shall
      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, or
      an
      agent (including a broker, nominee or other middleman) of a Person that is
      not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record Holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax); (f) the Securities Administrator shall, to the extent under
      its
      control, conduct the affairs of the Trust Fund at all times that any
      Certificates are outstanding so as to maintain the status of each REMIC formed
      hereunder as a REMIC under the REMIC Provisions; (g) the Securities
      Administrator shall not knowingly or intentionally take any action or omit
      to
      take any action that would cause the termination of the REMIC status of any
      REMIC formed hereunder; (h) the Securities Administrator shall pay, from the
      sources specified in the last paragraph of this Section 9.12, the amount of
      any federal, state and local taxes, including prohibited transaction taxes
      as
      described below, imposed on any REMIC formed hereunder prior to the termination
      of the Trust Fund when and as the same shall be due and payable (but such
      obligation shall not prevent the Securities Administrator or any other
      appropriate Person from contesting any such tax in appropriate proceedings
      and
      shall not prevent the Securities Administrator from withholding payment of
      such
      tax, if permitted by law, pending the outcome of such proceedings); (i) the
      Trustee shall sign or cause to be signed federal, state or local income tax
      or
      information returns or any other document prepared by the Securities
      Administrator pursuant to this Section 9.13 requiring a signature thereon
      by the Trustee; (j) the Securities Administrator shall maintain records relating
      to each REMIC formed hereunder including but not limited to the income,
      expenses, assets and liabilities of each such REMIC and adjusted basis of the
      Trust Fund property determined at such intervals as may be required by the
      Code,
      as may be necessary to prepare the foregoing returns, schedules, statements
      or
      information; (k) the Securities Administrator shall, for federal income tax
      purposes, maintain books and records with respect to the REMICs on a calendar
      year and on an accrual basis; (l) the Securities Administrator shall not enter
      into any arrangement not otherwise provided for in this Agreement by which
      the
      REMICs will receive a fee or other compensation for services nor permit the
      REMICs to receive any income from assets other than “qualified mortgages” as
      defined in Section 860G(a)(3) of the Code or “permitted investments” as
      defined in Section 860G(a)(5) of the Code; and (m) as and when necessary
      and appropriate, the Securities Administrator shall represent the Trust Fund
      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 any REMIC formed hereunder, enter into settlement agreements
      with any governmental taxing agency, extend any statute of limitations relating
      to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
      formed hereunder in relation to any tax matter involving any such
      REMIC.

     

    In
      order
      to enable the Securities Administrator to perform its duties as set forth
      herein, the Depositor shall provide, or cause to be provided, to the Securities
      Administrator within ten (10) days after the Closing Date all information or
      data that the Securities Administrator 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 Securities Administrator promptly
      upon written request therefor, any such additional information or data that
      the
      Securities Administrator may, from time to time, request in order to enable
      the
      Securities Administrator to perform its duties as set forth herein. The
      Depositor hereby indemnifies the Securities Administrator for any losses,
      liabilities, damages, claims or expenses of the Securities Administrator arising
      from any errors or miscalculations of the Securities Administrator that result
      from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Securities Administrator on a timely
      basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the Trust Fund as defined in Section 860G(c) of
      the Code, on any contribution to any REMIC after the startup day pursuant to
      Section 860G(d) of the Code, or any other tax is imposed, including,
      without limitation, any federal, state or local tax or minimum tax imposed
      upon
      any of REMIC, and is not paid as otherwise provided for herein, such tax shall
      be paid by (i) the Securities Administrator, if any such other tax arises out
      of
      or results from a breach by the Securities Administrator of any of its
      obligations under this Section, (ii) any party hereto (other than the Securities
      Administrator) to the extent any such other tax arises out of or results from
      a
      breach by such other party of any of its obligations under this Agreement or
      (iii) in all other cases, or in the event that any liable party hereto fails
      to
      honor its obligations under the preceding clauses (i) or (ii), any such tax
      with
      respect to REMIC I will be paid first with amounts otherwise to be distributed
      to the Class R Certificateholders, and second with amounts otherwise to be
      distributed to all other Certificateholders in the following order of priority:
      first, to the Class X Certificates, second, to the Class M-5 Certificates,
      third, to the Class M-4 Certificates, fourth, to the Class M-3 Certificates,
      fifth, to the Class M-2 Certificates, sixth, to the Class M-1 Certificates
      and
      seventh, to the Senior Certificates (pro rata based on the amounts to be
      distributed). Notwithstanding anything to the contrary contained herein, to
      the
      extent that such tax is payable by the Holder of any Certificates, the
      Securities Administrator is hereby authorized to retain on any Distribution
      Date, from the Holders of the related Residual Certificates (and, if necessary,
      second, from the Holders of the other related Certificates in the priority
      specified in the preceding sentence), funds otherwise distributable to such
      Holders in an amount sufficient to pay such tax. The Securities Administrator
      shall include in its monthly report to Certificateholders distributions to
      such
      parties taking into account the priorities described in the second preceding
      sentence. The Securities Administrator agrees to promptly notify in writing
      the
      party liable for any such tax of the amount thereof and the due date for the
      payment thereof.  Notwithstanding the foregoing, however, in no event
      shall the Securities Administrator have any liability (1) for any action or
      omission that is taken in accordance with and in compliance with the express
      terms of, or which is expressly permitted by the terms of this Agreement, (2)
      for any losses other than arising out of a grossly negligent performance by
      the
      Securities Administrator of its duties and obligations set forth herein, and
      (3)
      for any special or consequential damages to Certificateholders (in addition
      to
      payment of principal and interest on the Certificates).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      X

     

    TERMINATION

     

    Section
      10.01  Termination
      Upon Liquidation or Repurchase of all Mortgage Loans.

     

    Subject
      to Section 10.03, the obligations and responsibilities of the Depositor,
      the Sponsor, the Securities Administrator, the Master Servicer and the Trustee
      created hereby with respect to the Trust Fund shall terminate (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      and of the Securities Administrator to make payments in respect of the REMIC
      I
      Regular Interests, the REMIC II Regular Interests, the Class X Interest, the
      Class P Interest, the Class IO Interest or the Certificates as hereinafter
      set
      forth) upon the earlier of (a) the Master Servicer’s exercise of its optional
      right to purchase the Mortgage Loans and related REO Properties (the “Cleanup
      Call”) and (b) the later of (i)(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 related REO Property and (Y) 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 related REO Property
      and (ii) the distribution to the Certificateholders 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
      twenty-one (21) years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late Ambassador of the United States to the Court of
      St.
      James, living on the date hereof and (ii) the Latest Possible Maturity
      Date.

     

    The
      Cleanup Call shall be exercisable at a price (the “Termination Price”) equal to
      the sum of (i) 100% of the Stated Principal Balance of the Mortgage Loans,
      (ii)
      accrued interest thereon at the applicable Mortgage Rate to, but not including,
      the first day of the month of such purchase, (iii) the appraised value of any
      REO Property (up to the Stated Principal Balance of the related Mortgage Loan),
      such appraisal to be conducted by an appraiser selected in good faith by the
      Master Servicer, (iv) all unreimbursed out-of-pocket costs of the Securities
      Administrator, the Master Servicer, the Servicer or the Trustee, including
      unreimbursed servicing advances and the principal portion of any unreimbursed
      Advances, made on the related Mortgage Loans prior to the exercise of such
      repurchase right; (v) any Swap Termination Payment payable to the Swap Provider
      which remains unpaid or which is due to the Cleanup Call and any amounts due
      the
      Certificate Insurer in respect of unpaid Policy Premiums and amounts due under
      the Commitment Letter; and (vi) any other amounts due and owing to the Trustee,
      the Securities Administrator, the Master Servicer and the Custodian payable
      pursuant to this Agreement or the Custodial Agreement.

     

    The
      right
      to exercise the Cleanup Call as described above shall be exercisable if the
      Stated Principal Balance of all of the Mortgage Loans at the time of any such
      repurchase, is less than or equal to ten percent (10%) of the aggregate Cut-off
      Date Principal Balance of the Mortgage Loans; provided that if the exercise
      of
      the Cleanup Call would cause a draw on the Policy or result in amounts owed
      to
      the Certificate Insurer remaining unpaid, the Certificate Insurer must provide
      prior written consent to the exercise of the Cleanup Call.

     

    Notwithstanding
      the foregoing, the Master Servicer shall not be entitled to exercise the Cleanup
      Call to the extent that the Depositor creates a net interest margin transaction
      which includes the Class X Certificates or Class P Certificates or Class X
      Certificates and the notes issued pursuant to such net interest margin
      transaction are outstanding on the date on which the Master Servicer intends
      to
      exercise the related Cleanup Call.

     

    In
      connection with the Cleanup Call, four (4) Business Days prior to the final
      Distribution Date specified in the notice required pursuant to
      Section 10.02, the Securities Administrator shall, no later than 4:00 pm
      New York City time on such day, request in writing (in accordance with the
      applicable provision of the Swap Agreement) and by phone from the Swap Provider
      the amount of the Estimated Swap Termination Payment.  The Swap
      Provider shall, no later than 2:00 pm on the following Business Day, notify
      in
      writing (which may be done in electronic format) the Securities Administrator
      of
      the amount of the Estimated Swap Termination Payment; the Securities
      Administrator shall promptly on the same day notify the Master Servicer of
      the
      amount of the Estimated Swap Termination Payment.

     

    Two
      (2)
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.02, (i) the Master Servicer shall, no later
      than 1:00 pm New York City time on such day, deposit funds in the Distribution
      Account in an amount equal to the sum of the Termination Price (other than
      the
      Swap Termination Payment) and the Estimated Swap Termination Payment, and (ii)
      if the Securities Administrator shall have determined that the aggregate Stated
      Principal Balance of all of the Mortgage Loans as of the related Determination
      Date is not more than 10% of the aggregate Principal Balance of the Mortgage
      Loans as of the Cut-off Date and that all other requirements of the optional
      termination have been met, including without limitation, the deposit required
      pursuant to the immediately preceding clause (i) as well as the requirements
      specified in Section 10.03, then the Securities Administrator shall, on the
      same Business Day, provide written notice to the Depositor, the Master Servicer,
      the Servicer, the Supplemental Interest Trust Trustee, the Trustee and the
      Swap
      Provider confirming (in accordance with the applicable provisions of the Swap
      Agreement) (a) its receipt of the Termination Price (other than the Swap
      Termination Payment) and the Estimated Swap Termination Payment and (b) that
      all
      other requirements of the Cleanup Call have been met.  Upon the
      Securities Administrator’s providing the notice described in the preceding
      sentence, the Cleanup Call shall become irrevocable, the notice to
      Certificateholders of the Cleanup Call provided pursuant to Section 10.02
      shall become unrescindable, the Swap Provider shall determine the Swap
      Termination Payment in accordance with the Swap Agreement, and the Swap Provider
      shall provide to the Securities Administrator written notice of the amount
      of
      the Swap Termination Payment not later than one (1) Business Day prior to the
      final Distribution Date specified in the notice required pursuant to
      Section 10.02.

     

    In
      connection with the exercise of the Cleanup Call, only an amount equal to the
      Termination Price less any Swap Termination Payment shall be made available
      for
      distribution to the Regular Certificates. Any Estimated Swap Termination Payment
      deposited into the Distribution Account by the Master Servicer shall be
      withdrawn by the Securities Administrator from such Distribution Account on
      the
      final Distribution Date and distributed as follows:  (i) to the
      Supplemental Interest Trust for payment to the Swap Provider in accordance
      with
      Section 5.05, an amount equal to the Swap Termination Payment calculated
      pursuant to the Swap Agreement, provided that in no event shall the amount
      distributed to the Swap Provider in respect of the Swap Termination Payment
      exceed the Estimated Swap Termination Payment, and (ii) to the Master Servicer
      an amount equal to the excess, if any, of the Estimated Swap Termination Payment
      over the Swap Termination Payment.  The Swap Termination Payment shall
      not be part of any REMIC and shall not be paid into any account which is part
      of
      any REMIC.

     

    Section
      10.02  Final
      Distribution on the Certificates.

     

    If
      on any
      Determination Date, (i) the Securities Administrator determines based on the
      reports delivered by the Master Servicer under this Agreement that there are
      no
      Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund
      other
      than the funds in the Distribution Account, the Securities Administrator shall
      notify the Trustee and send a final distribution notice promptly to each
      Certificateholder or (ii) the Securities Administrator determines that a Class
      of Certificates shall be retired after a final distribution on such Class,
      the
      Securities Administrator shall notify the Trustee and the Certificateholders
      within five (5) Business Days after such Determination Date that the final
      distribution in retirement of such Class of Certificates is scheduled to be
      made
      on the immediately following Distribution Date. Any final distribution made
      pursuant to the immediately preceding sentence will be made only upon
      presentation and surrender of the related Certificates at the office of the
      Securities Administrator set forth herein. If the Master Servicer elects to
      exercise the Cleanup Call pursuant to Section 10.01, at least twenty (20)
      days prior to the date notice is to be mailed to the Certificateholders, the
      Master Servicer shall notify the Securities Administrator and the Trustee of
      the
      date the Master Servicer intends to exercise the Cleanup Call. The Master
      Servicer shall remit the Termination Price to the Securities Administrator
      on
      behalf of the related REMIC on the Business Day prior to the Distribution Date
      for such Optional Termination by the Master Servicer.

     

    Notice
      of
      the exercise of the Cleanup Call specifying the Distribution Date on which
      the
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed no later than the
      fifteenth (15th) day of the month of such final distribution. Any such notice
      shall specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of the Certificates
      at
      the office therein designated, (b) the amount of such final distribution, (c)
      the location of the office or agency at which such presentation and surrender
      must be made and (d) that the Record Date otherwise applicable to such
      Distribution Date is not applicable, distributions being made only upon
      presentation and surrender of the Certificates at the office therein specified.
      The Securities Administrator will give such notice to each Rating Agency at
      the
      time such notice is given to the Certificateholders.

     

    In
      the
      event such notice is given, the Master Servicer shall deposit in the
      Distribution Account on the Business Day prior to the applicable Distribution
      Date in an amount equal to the final distribution in respect of the
      Certificates. Upon certification to the Trustee by the Securities Administrator
      of the making of such final deposit, the Trustee shall promptly release or
      cause
      to be released to the Master Servicer the Mortgage Files for the remaining
      Mortgage Loans and the Trustee shall execute all assignments, endorsements
      and
      other instruments delivered to it and necessary to effectuate such
      transfer.

     

    Upon
      presentation and surrender of the Certificates, the Securities Administrator
      shall cause to be distributed to Certificateholders of each such Class the
      amounts allocable to such Certificates held in the Distribution Account in
      the
      order and priority set forth in Section 5.05 hereof on the final
      Distribution Date and in proportion to their respective Percentage
      Interests.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six (6) months after the date specified in the above
      mentioned written notice, the Securities Administrator shall give a second
      written notice to the remaining affected Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within six (6) months after the second notice all the applicable
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the remaining affected Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust
      Fund.  If within two (2) years after the second notice all affected
      Certificates shall not have been surrendered for cancellation, the Residual
      Certificateholders shall be entitled to all unclaimed funds and other assets
      of
      the Trust Fund that remain subject hereto and the Securities Administrator
      shall
      release such funds upon written direction.

     

    Section
      10.03  Additional
      Termination Requirements.

     

    In
      the
      event of (i) the exercise by the Master Servicer of the Cleanup Call pursuant
      to
      the terms of this Agreement, or (ii) final payment on or other liquidation
      of
      the last Mortgage Loan or REO Property in REMIC I pursuant to
      Section 10.01, the following additional requirements, unless the Trustee
      has been supplied with an Opinion of Counsel, at the expense of the Master
      Servicer (in the case of the exercise of the Cleanup Call) or the Depositor,
      to
      the effect that the failure of the Trust Fund to comply with the requirements
      of
      this Section 10.03 will not (i) result in the imposition of taxes on
“prohibited transactions” of a REMIC, or (ii) cause any REMIC to fail to qualify
      as a REMIC at any time that the related Certificates are
      outstanding:

     

    
      	
              (1)  

            	
              The
                Master Servicer (in the case of the exercise of the Cleanup Call)
                or the
                Depositor (in all other cases) shall establish a ninety-day liquidation
                period and notify the Securities Administrator thereof, and the Securities
                Administrator shall in turn specify the first day of such period
                in a
                statement attached to the tax return for each of REMIC I, REMIC II,
                REMIC
                III, REMIC IV, REMIC V or REMIC VI, as applicable, pursuant to Treasury
                regulation Section 1.860F-1. The Master Servicer or the Depositor,
                as
                applicable, shall satisfy all the requirements of a qualified liquidation
                under Section 860F of the Code and any regulations thereunder, as
                evidenced by an Opinion of Counsel obtained at the expense of the
                Master
                Servicer or the Depositor, as
                applicable;

            


    

     

    
      	
              (2)  

            	
              During
                such ninety-day liquidation period, and at or prior to the time of
                making
                the final payment on the Certificates, the Master Servicer (in the
                case of
                the exercise of the Cleanup Call) or the Depositor (in all other
                cases)
                shall sell all of the assets of REMIC I, for cash;
                and

            


    

     

    
      	
              (3)  

            	
              At
                the time of the making of the final payment on the Certificates,
                the
                Trustee shall distribute or credit, or cause to be distributed or
                credited, to the Holders of the Residual Certificates all cash on
                hand in
                the Trust Fund (other than cash retained to meet claims), and the
                Trust
                Fund shall terminate at that time.

            


    

     

    By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the Master
      Servicer (in the case of the exercise of the Cleanup Call) or the Depositor
      (in
      all other cases) to specify the ninety-day liquidation period for REMIC I,
      REMIC
      II, REMIC III, REMIC IV, REMIC V and REMIC VI, as applicable, which
      authorization shall be binding upon all successor
      Certificateholders.

     

    The
      Securities Administrator as agent for each REMIC hereby agrees to adopt and
      sign
      such a plan of complete liquidation upon the written request of the Master
      Servicer or the Depositor, as applicable, and the receipt of the Opinion of
      Counsel referred to in Section 10.03(1) and to take such other action in
      connection therewith as may be reasonably requested by the Master Servicer
      or
      the Depositor, as applicable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01  Amendment.

     

    This
      Agreement may be amended from time to time by parties hereto, with the consent
      of the Certificate Insurer (in connection with any amendment which affects
      the
      Mortgage Loans, the Senior Certificates or the Certificate Insurer) but without
      the consent of any of the Certificateholders to cure any ambiguity, to correct
      or supplement any provisions herein, to change the manner in which the
      Distribution Account maintained by the Securities Administrator or the Custodial
      Account maintained by the Servicer is maintained or to make such other
      provisions with respect to matters or questions arising under this Agreement
      as
      shall not be inconsistent with any other provisions herein if such action shall
      not, as evidenced by an Opinion of Counsel, adversely affect in any material
      respect the interests of any Certificateholder (or the Swap Provider unless
      the
      Swap Provider shall have consented to the amendment, which consent shall not
      be
      unreasonably withheld); provided that any such amendment shall be deemed not
      to
      adversely affect in any material respect the interests of the Certificateholders
      and no such Opinion of Counsel shall be required if the Person requesting such
      amendment obtains a letter from each Rating Agency stating that such amendment
      would not result in the downgrading or withdrawal of the respective ratings
      then
      assigned to the Certificates; provided further that any such amendment shall
      be
      deemed not to adversely affect in any material respect the interests of the
      Certificateholders and no such Opinion of Counsel nor any letter from the Rating
      Agencies stating that such amendment would not result in the downgrading or
      withdrawal of the respective ratings then assigned to the Certificates shall
      be
      required if such amendment is to effect a transfer of servicing pursuant to
      Section 7.06(a) to a Successor Servicer satisfying the Minimum Servicing
      Requirements.

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders or the Swap
      Provider, the parties hereto may at any time and from time to time amend this
      Agreement with the consent of the Certificate Insurer (in connection with any
      amendment which affects the Mortgage Loans, the Senior Certificates or the
      Certificate Insurer) to modify, eliminate or add to any of its provisions to
      such extent as shall be necessary or appropriate to maintain the qualification
      of each REMIC as a REMIC under the Code or to avoid or minimize the risk of
      the
      imposition of any tax on any REMIC pursuant to the Code that would be a claim
      against any REMIC at any time prior to the final redemption of the Certificates,
      provided that the Trustee has been provided an Opinion of Counsel, which opinion
      shall be an expense of the party requesting such opinion but in any case shall
      not be an expense of the Trustee or the Trust Fund, to the effect that such
      action is necessary or appropriate to maintain such qualification or to avoid
      or
      minimize the risk of the imposition of such a tax.

     

    This
      Agreement may also be amended from time to time by the parties hereto, and
      the
      Holders of each Class of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes with the consent of the Certificate
      Insurer (in connection with any amendment which affects the Mortgage Loans,
      the
      Senior Certificates or the Certificate Insurer) 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 (or, if such amendment modifies the rights of the Swap Provider
      hereunder, with the consent of the Swap Provider, which consent shall not be
      unreasonably withheld); provided 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) cause any REMIC to cease to qualify as a REMIC or (iii) reduce
      the aforesaid percentages of Certificates of each Class the Holders of which
      are
      required to consent to any such amendment without the consent of the Holders
      of
      all Certificates of such Class then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel, which opinion shall be an expense of the party requesting such
      amendment but in any case shall not be an expense of the Trustee, to the effect
      that such amendment will not (other than an amendment pursuant to clause (ii)
      of, and in accordance with, the preceding paragraph) cause the imposition of
      any
      tax on any REMIC or the Certificateholders or cause any REMIC to cease to
      qualify as a REMIC at any time that any Certificates are outstanding. Further,
      nothing in this Agreement shall require the Trustee to enter into an amendment
      without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
      such amendment is permitted and is not prohibited by this Agreement and (ii)
      that all requirements for amending this Agreement (including any consent of
      the
      applicable Certificateholders) have been complied with.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance 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 Trustee may prescribe.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the parties to
      this Agreement shall enter into any amendment to this Agreement that could
      reasonably be expected to have a material adverse effect on the interests of
      the
      Swap Provider hereunder (excluding, for the avoidance of doubt, any amendment
      to
      this Agreement that is entered into solely for the purpose of appointing a
      successor servicer, master servicer, securities administrator, trustee or other
      service provider) without the prior written consent of the Swap Provider, which
      consent shall not be unreasonably withheld, conditioned or delayed.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment that affects
      its rights, duties or immunities under this Agreement or otherwise.

     

    Section
      11.02  Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Sponsor or the Depositor shall effect such recordation at the
      Trust’s expense upon the request in writing of a Certificateholder, but only if
      such direction is accompanied by an Opinion of Counsel (provided at the expense
      of the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

    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 WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN
      THE
      PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW.

     

    Section
      11.04  Intention
      of Parties.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Notes,
      Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Sponsor to the
      Depositor, and by the Depositor to the Trust Fund be, and be construed as,
      an
      absolute sale thereof to the Depositor or the Trust Fund, as applicable. It
      is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Sponsor to the Depositor, or by the Depositor to the
      Trust
      Fund. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Sponsor or the Depositor, as
      applicable, 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) each conveyance provided for in this
      Agreement shall be deemed to be an assignment and a grant by the Sponsor or
      the
      Depositor, as applicable, 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 assets
      of 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.

     

    Section
      11.05  Notices.

     

    The
      Securities Administrator shall use its best efforts to promptly provide notice
      to each Rating Agency and the Certificate Insurer with respect to each of the
      following of which it has actual knowledge:

     

    
      	
              (1)  

            	
              Any
                material change or amendment to this
                Agreement;

            


    

     

    
      	
              (2)  

            	
              The
                occurrence of any Servicer Default or Master Servicer Default that
                has not
                been cured;

            


    

     

    
      	
              (3)  

            	
              The
                resignation or termination of the Servicer, the Master Servicer and
                the
                appointment of any successor; and

            


    

     

    
      	
              (4)  

            	
              The
                final payment to
                Certificateholders.

            


    

     

    In
      addition, the Securities Administrator shall, upon request, promptly furnish
      to
      each Rating Agency and the Certificate Insurer copies of the
      following:

     

    
      	
              (5)  

            	
              Each
                annual statement of compliance described in Section 3.13 of this
                Agreement; and

            


    

     

    
      	
              (6)  

            	
              Each
                Assessment of Compliance and Attestation Report described in
                Section 3.14.

            


    

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Nomura Asset Acceptance Corporation, Two World Financial Center, Building B,
      New
      York, New York 10281 Attention: Nomura Asset Acceptance Corporation, Alternative
      Loan Trust, Series 2007-3; (ii) in the case of the Sponsor, Nomura Credit &
Capital, Inc., Two World Financial Center, Building B, New York, New York 10281,
      Attention: Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
      2007-3 or such other address as may be hereafter furnished to the other parties
      hereto by the Sponsor in writing; (iii) in the case of the Servicer, GMAC
      Mortgage, LLC, 500 Enterprise Road Horsham, Pennsylvania 19044, Attention:
      Ken
      Perkins; (iv) in the case of the Trustee, at each Corporate Trust Office or
      such
      other address as the Trustee may hereafter furnish to the other parties hereto;
      (v) in the case of the Custodian, Wells Fargo Bank, N.A., 24 Executive Park,
      Suite 100, Irvine, California 92614, (vi) in the case of the Securities
      Administrator, its Corporate Trust Office; (vii) in the case of the Master
      Servicer, P.O. Box 98, Columbia, Maryland 21046 (or for overnight deliveries,
      9062 Old Annapolis Road, Columbia, Maryland 21045, Attention Client Manager
      -
      NAAC 2007-3); (viii) in the case of the Rating Agencies, (a) Standard &
Poor’s, 55 Water Street, 41st Floor,
      New York,
      New York 10041, Attention: Mortgage Surveillance Group and (b) Moody’s Investors
      Service, Inc., 99 Church Street, New York, New York 10007, Attention: Home
      Equity Monitoring; and (ix) in the case of the Certificate Insurer, Ambac
      Assurance Corporation, One State Street Plaza, New York, New York 10004,
      Attention:  Structured Finance Department – ABS. Any notice delivered
      to the Sponsor or the Trustee under this Agreement shall be effective only
      upon
      receipt. Any notice required or permitted to be mailed to a Certificateholder,
      unless otherwise provided herein, shall be given by first-class mail, postage
      prepaid, at the address of such Certificateholder as shown in the Certificate
      Register; any notice so mailed within the time prescribed in this Agreement
      shall be conclusively presumed to have been duly given, whether or not the
      Certificateholder receives such notice.

     

    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 pursuant to
      Section 7.02, this Agreement may not be assigned by the Sponsor or the
      Depositor.

     

    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 Fund, 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 Fund,
      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, a written notice of a
      Servicer Default and of the continuance thereof, as hereinbefore provided,
      the
      Holders of Certificates evidencing not less than twenty-five percent (25%)
      of
      the Voting Rights evidenced by the Certificates shall also have made written
      request to the Trustee to institute such action, suit or proceeding in its
      own
      name as Trustee, hereunder and shall have offered to the Trustee such indemnity
      satisfactory to it as it may require against the costs, expenses, and
      liabilities to be incurred therein or thereby, and the Trustee or for sixty
      (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, 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 or the Trustee shall be entitled to such relief
      as can be given either at law or in equity.

     

    Section
      11.09  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
      11.10  Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14,
      3.18 and 5.16 of this Agreement is to facilitate compliance by the Sponsor
      and
      the Depositor with the provisions of Regulation AB promulgated by the SEC under
      the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
      time to time and subject to clarification and interpretive advice as may be
      issued by the staff of the SEC from time to time.  Therefore, each of
      the parties agrees that (a) the obligations of the parties hereunder shall
      be
      interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
      consistent with any such amendments, interpretive advice or guidance, convention
      or consensus among active participants in the asset-backed securities markets,
      advice of counsel, or otherwise in respect of the requirements of Regulation
      AB,
      (c) the parties shall comply with requests made by the Sponsor or the Depositor
      for delivery of additional or different information as the Sponsor or the
      Depositor may determine in good faith is necessary to comply with the provisions
      of Regulation AB and (d) no amendment of this Agreement shall be required to
      effect any such changes in the parties’ obligations as are necessary to
      accommodate evolving interpretations of the provisions of Regulation
      AB.

     

    Notwithstanding
      the foregoing, the Servicer shall be under no obligation to provide any
      information in addition to that required by Sections 3.13, 3.14, 3.18 and 5.16
      of this Agreement as of the Closing Date that the Depositor deems required
      under
      Regulation AB if (i) the Servicer does not believe that such additional
      information is required under Regulation AB and (ii) the Servicer is not
      providing such additional information for its own securitizations, unless the
      Depositor pays all reasonable costs incurred by the Servicer in connection
      with
      the preparation and delivery of such additional information and the Servicer
      is
      given reasonable time to establish the necessary systems and procedures to
      produce such additional information.

     

    Section
      11.11  [Reserved].

     

    Section
      11.12  Early
      Termination of the Swap Agreement.

     

    Upon
      a
      Swap Agreement early termination other than in connection with the Optional
      Termination in respect of the Mortgage Loans, the Depositor will use reasonable
      efforts to appoint a successor swap provider, meeting all applicable eligibility
      requirements, which shall enter into a new interest rate swap agreement on
      terms
      substantially similar to the Interest Rate Swap Agreement with the Supplemental
      Interest Trust Trustee. If the Securities Administrator receives a Swap
      Termination Payment from the Swap Provider in connection with such Swap Early
      Termination, the Securities Administrator will apply such Swap Termination
      Payment to any upfront payment required to appoint the successor swap
      provider.  If the Securities Administrator is required to pay a Swap
      Termination Payment to the Swap Provider in connection with such Swap Early
      Termination, the Securities Administrator will apply any upfront payment
      received from the successor swap provider to pay such Swap Termination
      Payment.

     

    If
      the
      Depositor is unable to appoint a successor swap provider within 30 days of
      the
      Swap Early Termination, then the Securities Administrator will deposit any
      Swap
      Termination Payment received from the original Swap Provider into a separate,
      non-interest bearing reserve account and will, on each subsequent Distribution
      Date, withdraw from the amount then remaining on deposit in such reserve account
      an amount equal to the related Net Swap Payment, if any, that would have been
      paid to the Securities Administrator by the original Swap Provider calculated
      in
      accordance with the terms of the original Interest Rate Swap Agreement, and
      distribute such amount in accordance with Section 
Section 5.05(d).

     

    Section
      11.13  Third
      Party Beneficiaries

     

    The
      Swap
      Provider shall be an express third-party beneficiary of this Agreement to the
      extent of its express rights to receive any payments under this Agreement or
      any
      other express rights of the Swap
      Provider explicitly stated in this Agreement, and shall have
      the right to enforce such rights under this Agreement as if it were a party
      hereto.

     

    In
      addition, the parties hereto agree that the Certificate Insurer is intended
      to
      be and shall have all rights of a third-party beneficiary of this
      Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      XII


     

    CERTAIN
      MATTERS REGARDING THE CERTIFICATE INSURER

     

    Section
      12.01  Rights
      of the Certificate Insurer to Exercise Rights of the Holders of the Senior
      Certificates.

     

    By
      accepting its Certificate, each Holder of a Senior Certificate agrees that
      unless a Certificate Insurer Default exists, the Certificate Insurer shall
      have
      the right to exercise all consent, voting, direction and other control rights
      of
      the Holders of the Senior Certificates under this Agreement without any further
      consent of the Holders of the Senior Certificates.

     

    Section
      12.02  Claims
      Upon the Policy; Insurance Account.

     

    (a)  If,
      on
      the Business Day next succeeding the Remittance Date, the Securities
      Administrator determines that the funds that will be on deposit in the
      Distribution Account, to the extent distributable to the Holders of the Senior
      Certificates pursuant to Section 5.05 are insufficient to pay the amount
      required to be paid by the Certificate Insurer under the Policy for such
      Distribution Date (the “Guaranteed Distribution”), the Securities Administrator
      shall give notice by telephone or telecopy of the aggregate amount of such
      deficiency, confirmed in writing in the form set forth as Exhibit A to the
      endorsement of the Policy, to the Certificate Insurer at or before 12:00 noon,
      New York City time, on the Business Day prior to such Distribution
      Date.  If, subsequent to such notice, and prior to payment by the
      Certificate Insurer pursuant to such notice, additional amounts are deposited
      in
      the Distribution Account, the Securities Administrator shall promptly notify
      the
      Certificate Insurer and withdraw the notice or reduce the amount claimed, as
      appropriate.

     

    (b)  The
      Securities Administrator shall establish a separate special purpose trust
      account for the benefit of Holders of the Senior Certificates and the
      Certificate Insurer referred to herein as the “ Insurance Account” over which
      the Securities Administrator shall have exclusive control and sole right of
      withdrawal.  The Securities Administrator shall deposit any amount
      paid to it under the Policy in the Insurance Account and distribute such amount
      only for purposes of payment to Holders of the Senior Certificates of the
      Guaranteed Distribution for which a claim was made.  Such amount may
      not be applied to satisfy any costs, expenses or liabilities of the Servicer,
      the Trustee, the Custodian, any other Certificateholders or the Trust
      Fund.  Amounts paid under the Policy shall be transferred to the
      Distribution Account in accordance with the next succeeding paragraph and
      disbursed by the Securities Administrator to Holders of Senior Certificates
      in
      accordance with Section 5.05 or Section 10.01, as
      applicable.  It shall not be necessary for such payments to be made by
      checks or wire transfers separate from the checks or wire transfers used to
      pay
      the Guaranteed Distribution with other funds available to make such
      payment.  However, the amount of any payment of principal of or
      interest on the Senior Certificates to be paid from funds transferred from
      the
      Insurance Account shall be noted as provided in paragraph (c) below and in
      the
      statement to be furnished to Holders of the Certificates pursuant to
      Section 5.08.  Funds held in the Insurance Account shall not be
      invested by the Securities Administrator.

     

    On
      any
      Distribution Date with respect to which a claim has been made under the Policy,
      the amount of any funds received by the Securities Administrator as a result
      of
      any claim under the Policy, to the extent required to make the Guaranteed
      Distribution on such Distribution Date, shall be withdrawn by the Securities
      Administrator from the Insurance Account and deposited in the Distribution
      Account and applied by the Securities Administrator, together with the other
      funds to be distributed to the holders of the Senior Certificates pursuant
      to
      Section 5.05, directly to the payment in full of the Guaranteed
      Distribution due on the Senior Certificates.  Any funds remaining in
      the Insurance Account on the first Business Day following a Distribution Date
      shall be remitted by the Securities Administrator to the Certificate Insurer,
      pursuant to the written instructions of the Certificate Insurer, by the end
      of
      such Business Day.

     

    (c)  The
      Securities Administrator shall keep a complete and accurate record of the amount
      of interest and principal paid into the Insurance Account in respect of any
      Senior Certificate from moneys received by the Securities Administrator under
      the Policy.  The Certificate Insurer shall have the right to inspect
      such records at reasonable times during normal business hours upon two (2)
      Business Days’ prior written notice to the Securities
      Administrator.

     

    Section
      12.03  Effect
      of Payments by the Certificate Insurer; Subrogation.

     

    Anything
      herein to the contrary notwithstanding, for purposes of this Section 12.03,
      any payment with respect to principal of or interest on the Senior Certificates
      which is made with monies received pursuant to the terms of the Policy shall
      not
      be considered payment of the Senior Certificates from the Trust
      Fund.  The Securities Administrator acknowledges, and each Holder by
      its acceptance of a Senior Certificate agrees, that without the need for any
      further action on the part of the Certificate Insurer or the Securities
      Administrator, to the extent the Certificate Insurer makes payments, directly
      or
      indirectly, on account of principal of or interest on the Senior Certificates
      to
      the Holders of such Certificates, the Certificate Insurer will be fully
      subrogated to, and each Holder of a Senior Certificate and the Depositor hereby
      delegate and assign to the Certificate Insurer, to the fullest extent permitted
      by law, the rights of such Holders to receive such principal and interest from
      the Trust Fund; provided that the Certificate Insurer shall be paid such amounts
      only from the sources and in the manner explicitly provided for
      herein.

     

    The
      Securities Administrator shall cooperate in all respects with any reasonable
      request by the Certificate Insurer for action to preserve or enforce the
      Certificate Insurer’s rights or interests under this Agreement without limiting
      the rights or affecting the interests of the Holders as otherwise set forth
      herein.

     

    Section
      12.04  Notices
      and Information to the Certificate Insurer.

     

    All
      notices, statements, reports, certificates or opinions required by this
      Agreement to be sent or made available to any other party hereto or to the
      Certificateholders shall also be sent or made available to the Certificate
      Insurer.

     

    Section
      12.05  Securities
      Administrator to Hold Policy.

     

    The
      Securities Administrator will hold the Policy in trust as agent for the Senior
      Certificateholders for the purpose of making claims thereon and distributing
      the
      proceeds thereof.  Neither the Policy, nor the amounts paid on the
      Policy will constitute part of the Trust Fund or assets of any REMIC created
      by
      this Agreement.  Each Holder of a Senior Certificate, by accepting its
      Certificate, appoints the Securities Administrator as attorney-in-fact for
      the
      purpose of making claims on the Policy.  The Securities Administrator
      shall surrender the Policy to the Certificate Insurer for cancellation upon
      the
      expiration of the term of the Policy as provided in the Policy following the
      retirement of the Senior Certificates.  To the extent that the Policy
      constitutes a reserve fund for federal income tax purposes, (1) it shall be
      an
      outside credit support agreement and not an asset of any REMIC and (2) it shall
      be owned by the Certificate Insurer, all within the meaning of
      Section 1.860G-2(h) of the Treasury Regulations.

     

    Section
      12.06  Payment
      of Policy Premium.

     

    Unless
      otherwise designated in writing by the President or a Managing Director of
      the
      Certificate Insurer to the Securities Administrator, the Policy Premium to
      be
      paid pursuant to Section 5.05 shall be paid by the Securities Administrator
      to the Certificate Insurer by wire transfer with the following details
      specifically stated in the wire transfer:

     

    
      	 	
              Bank:
                Citibank, N.A.

            
	 	
              ABA
                Number: 021000089

            
	 	
              For
                the account of: Ambac Assurance Corporation

            
	 	
              Account
                Number: 40609486

            
	 	
              Policy
                No: AB1099BE

            


    

     

    *     *     *

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      
        	 	 	 	 	 	 	 	
                NOMURA
                  ASSET ACCEPTANCE CORPORATION,

                
                  as
                    Depositor

                

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                
                  /s/
                    John P. Graham

                

              
	 	 	 	 	 	 	 	
                Name:

              	John
                P. Graham
	 	 	 	 	 	 	 	
                Title:

              	Managing
                Director


      

      


      
        	 	 	 	 	 	 	 	
                
                  NOMURA
                    CREDIT & CAPITAL, INC.,

                  as
                    Sponsor

                

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                
                  /s/
                    John P. Graham

                

              
	 	 	 	 	 	 	 	
                Name:

              	Jeane
                Leschak
	 	 	 	 	 	 	 	
                Title:

              	Director


      

      

        
          	 	 	 	 	 	 	 	
                  
                    WELLS
                      FARGO BANK, NATIONAL ASSOCIATION,

                    as
                      Master Servicer and Securities Administrator

                  

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                  
                    /s/
                      Graham M. Oglesby

                  

                
	 	 	 	 	 	 	 	
                  Name:

                	Graham
                  M. Oglesby
	 	 	 	 	 	 	 	
                  Title:

                	Vice
                  President


        

        

          
            	 	 	 	 	 	 	 	
                    
                      HSBC
                        BANK USA, NATIONAL ASSOCIATION,

                      as
                        Trustee

                    

                  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                    By:

                  	
                    
                      /s/
                        Elena Zheng

                    

                  
	 	 	 	 	 	 	 	
                    Name:

                  	Elena
                    Zheng
	 	 	 	 	 	 	 	
                    Title:

                  	Assistant
                    Vice President


          

          

            
              	 	 	 	 	 	 	 	
                      
                        GMAC
                          MORTGAGE, LLC,
as
                        Servicer

                    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                      By:

                    	
                      
                        /s/
                          Wesley B. Howard

                      

                    
	 	 	 	 	 	 	 	
                      Name:

                    	Wesley
                      B. Howard
	 	 	 	 	 	 	 	
                      Title:

                    	Vice
                      President


            

            

              
                	 	 	 	 	 	 	 	
                        
                          With
                            respect to Sections 3.33, 3.34 and 3.35

                           

                          
                            CLAYTON
                              FIXED INCOME SERVICES INC.

                          

                        

                      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                        By:

                      	
                        
                          /s/
                            Kevin J. Kanouff

                        

                      
	 	 	 	 	 	 	 	
                        Name:

                      	Kevin
                        J. Kanouff
	 	 	 	 	 	 	 	
                        Title:

                      	President
                        and General Counsel


              

               

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


    On
      this
      10th day of July 2007, before me, a notary public in and for said State,
      appeared John P. Graham, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Asset Acceptance
      Corporation, 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/
                Juliet F. Buck

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


    On
      this
      10th day of July 2007 before me, a notary public in and for said State, appeared
      Jeanne Leschak, personally known to me on the basis of satisfactory evidence
      to
      be an authorized representative of Nomura Credit & Capital, Inc., 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/
                Juliet F. Buck

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Iowa

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF Blackhawk

            	
              )

            	 


    

    


    On
      this
      10th day of July 2007 before me, a notary public in and for said State, appeared
      Wesley B. Howard, personally known to me on the basis of satisfactory evidence
      to be an authorized representative of GMAC Mortgage, LLC, 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/
                Susan E. Brindle

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF New York

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF New York

            	
              )

            	 


    

    


    On
      this
      3rd day of July 2007, before me, a notary public in and for said State, appeared
      Elena Zheng, personally known to me on the basis of satisfactory evidence to
      be
      an authorized representative of HSBC Bank USA, National Association 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/
                Audrey H. Zabriskie

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Maryland

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF Howard

            	
              )

            	 


    

    


    On
      this
      10th day of July 2007, before me, a notary public in and for said State,
      appeared Graham M. Oglesby, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Wells Fargo Bank, National
      Association that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such entity, and acknowledged to me that
      such entity 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/
                Jennifer Richardson

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF Colorado

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF Denver

            	
              )

            	 


    

    


    On
      this
      10th day of July 2007, before me, a notary public in and for said State,
      appeared Kevin J. Kanouff personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Clayton Fixed Income Services
      Inc. that executed the within instrument, and also known to me to be the person
      who executed it on behalf of such entity, and acknowledged to me that such
      entity 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/
                Jennifer L. Wilson

            
	 	
              Notary
                Public

            


    

    [Notarial
      Seal]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
      A-1

    


    FORM
      OF CLASS A-[1][2][3][4] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
      FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL
      BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
      ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL
      BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED
      HEREIN.

     

    PRIOR
      TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS SET FORTH IN SECTION
      6.02(b) OF THE AGREEMENT.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              Certificate
                No. __

            	
              Pass-Through
                Rate:  Floating

            
	 	 
	
              Class
                A-[1][2][3][4] Senior

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement and
                Cut-off Date: June 1, 2007

               

            	
              Aggregate
                Initial Certificate Principal Balance of the Class
                A-[1][2][3][4] Certificates as of the Cut-off Date:

              $
                ______________

            
	
              Trustee:
                HSBC Bank USA, National Association

            	 
	
              First
                Distribution Date: July 25, 2007

               

            	
              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:

              $
                ______________

               

            
	 	
              Master
                Servicer and Securities Administrator: Wells Fargo Bank,
                N.A.

            
	
              Assumed
                Final Distribution Date:

              July
                25, 2037

            	
              CUSIP:
                [______________]

            
	 	 


    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      A-[1][2][3][4] Certificates with respect to a Trust Fund consisting
      primarily of a pool of conventional one- to four-family adjustable-rate mortgage
      loans sold by NOMURA ASSET ACCEPTANCE CORPORATION.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Asset Acceptance Corporation
      (“NAAC”) or  the Trustee or any of their affiliates or any other
      person. Neither this Certificate nor the underlying Mortgage Loans are
      guaranteed or insured by any governmental entity or by NAAC or the Trustee
      or
      any of their affiliates or any other person. None of NAAC, the Trustee, the
      Securities Administrator or any of their affiliates will have any obligation
      with respect to any certificate or other obligation secured by or payable from
      payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first lien, adjustable-rate mortgage loans secured
      by
      one- to four- family residences, units in planned unit developments, individual
      condominium units, cooperatives, condotels and townhouses (collectively, the
      “Mortgage Loans”) sold by NAAC. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NAAC. The Trust Fund was created pursuant
      to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
      above (the “Agreement”), among NAAC, as depositor (the “Depositor”), the
      Sponsor, GMAC Mortgage, LLC, as servicer, HSBC Bank USA, National Association,
      as trustee (the “Trustee”), and Wells Fargo Bank, N.A., as master servicer (the
“Master Servicer”) and securities administrator (the “Securities
      Administrator”), a summary of certain of the pertinent provisions of which is
      set forth hereafter. To the extent not defined herein, capitalized terms used
      herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such Holder is
      bound.

     

    Interest
      on this Certificate will accrue during the period commencing on the immediately
      preceding Distribution Date (as hereinafter defined) (or with respect to the
      First Distribution Date, the Closing Date) and ending on the day immediately
      preceding the related Distribution Date on the Certificate Principal Balance
      hereof at a per annum Pass-Through Rate equal to the least of (i) the sum of
      One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
      possible Optional Termination Date, [___]% or (B) after the first possible
      Optional Termination Date, [__]%, (ii) the Class A Net Funds Cap, (iii) the
      Cap
      Rate and (iv) the Maximum Interest Rate.  The Securities Administrator
      will distribute on the 25th day of each month, or, if such 25th day is not
      a
      Business Day, the immediately following Business Day (each, a “Distribution
      Date”), commencing on the First Distribution Date specified above, to the Person
      in whose name this Certificate is registered at the close of business on the
      Business Day immediately preceding such Distribution Date, an amount equal
      to
      the product of the Percentage Interest evidenced by this Certificate and the
      amount (of interest and principal, if any) required to be distributed to the
      Holders of Certificates of the same Class as this Certificate. The Assumed
      Final
      Distribution Date is the Distribution Date in July 2037 which is not likely
      to
      be the date on which the Certificate Principal Balance of this Class of
      Certificates will be reduced to zero.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the foregoing, the final distribution on this Certificate will
      be made after due notice by the Securities Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice. The initial Certificate Principal Balance of this
      Certificate is set forth above. The Certificate Principal Balance hereof will
      be
      reduced to the extent of distributions allocable to principal
      hereon.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee 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.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate shall be deemed to make the representations set forth in Section
      6.02(b) of 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 hereby, and the rights, duties and immunities
      of the Securities Administrator.  This Certificate is limited in right
      of payment to certain collections and recoveries respecting the Mortgage Loans
      and other assets included in the Trust Fund and the Supplemental Interest Trust,
      all as more specifically set forth in the Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Certificate Insurer in the case
      of
      any amendment which affects the Senior Certificates or the Certificate Insurer,
      and Holders of the Class or Classes of Certificates affected thereby evidencing
      over 50% of the Voting Rights of such Class or Classes.  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 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 with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates in authorized denominations representing a like
      aggregate Percentage Interest will be issued to the designated
      transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities 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 Trustee, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator
      or
      any such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement with respect to the Certificates (other
      than the obligations to make payments to the Certificateholders) shall terminate
      upon the earlier of (i) the later of (A) the maturity or other liquidation
      (or
      Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
      Fund and disposition of all property acquired upon foreclosure or deed in lieu
      of foreclosure of any Mortgage Loan and (B) the remittance of all funds due
      under the Agreement with respect to the Mortgage Loans, or (ii) the optional
      repurchase by the Master Servicer of all the Mortgage Loans and other assets
      of
      the Trust Fund in accordance with the terms of the Agreement, provided that
      the
      Certificate Insurer’s consent will be required in connection with such purchase
      if the exercise of such purchase option would cause a draw on the Policy or
      result in any amounts owed to the Certificate Insurer remaining unreimbursed.
      Such optional repurchase may be made by the Master Servicer only if on such
      Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
      is less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans at the Cut-off Date. The exercise of such right will effect
      the
      early retirement of the Certificates. Notwithstanding the foregoing, the Master
      Servicer shall not be entitled to exercise the Cleanup Call to the extent that
      the Depositor creates a net interest margin transaction which includes the
      Class
      X Certificates or Class P Certificates and the notes issued pursuant to such
      net
      interest margin transaction are outstanding on the date on which the Master
      Servicer intends to exercise the Cleanup Call. In no event, however, will the
      Trust Fund created by the Agreement continue beyond the earlier to occur of
      (i)
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

    


    
      	
              Dated:   June
                __, 2007

            	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-[1][2][3][4] Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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) a Percentage Interest evidenced by the
      within Mortgage Pass-Through Certificate and hereby authorizes the transfer
      of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar 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

               

            
	 	
              _________________________________

            
	 	
              Signature
                Guaranteed

               

            


    

     

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately
                available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-2

    


    FORM
      OF CLASS M-[1][2][3][4][5] CERTIFICATE

    


    THIS
      CERTIFICATE IS SUBORDINATED IN
      RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES [[AND ]THE CLASS M-1 CERTIFICATES]
      [[,/AND ]THE CLASS M-2 CERTIFICATES] [[,/AND ]THE CLASS M-3 CERTIFICATES] [AND
      ]THE CLASS M-4 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
      BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY PRINCIPAL
      PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
      THE
      INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF
      THIS
      CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
      ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE
      BY
      INQUIRY OF THE SECURITIES ADMINISTRATOR NAMED HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE EXCEPT IN ACCORDANCE
      WITH  SECTION 6.02(b) OF THE AGREEMENT.

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Certificate
                No. __

            	
              Pass-Through
                Rate:  Floating

            
	 	 
	
              Class
                M-[1][2][3][4][5] Mezzanine

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              June
                1, 2007

               

            	
              Aggregate
                Initial Certificate Principal Balance of the Class M-[1][2][3][4][5]
                Certificates as of the Cut-off Date:

              $

            
	
              Trustee:
                HSBC Bank USA, National Association

            	 
	
              First
                Distribution Date:

              July
                25, 2007

            	
              Initial
                Certificate Principal Balance of this Certificate as of the Cut-off
                Date:

              $

               

            
	 	
              Master
                Servicer and Securities Administrator: Wells Fargo Bank,
                N.A.

            
	
              Assumed
                Final Distribution Date:

              July
                25, 2037

            	
              CUSIP:   [__________________]

            
	 	 


    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      M-[1][2][3][4][5] Certificates with respect to a Trust Fund consisting primarily
      of a pool of conventional one- to four-family adjustable-rate mortgage loans
      sold by NOMURA ASSET ACCEPTANCE CORPORATION.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Asset Acceptance Corporation
      (“NAAC”) or the Trustee or any of their affiliates or any other person. Neither
      this Certificate nor the underlying Mortgage Loans are guaranteed or insured
      by
      any governmental entity or by NAAC or the Trustee or any of their affiliates
      or
      any other person. None of NAAC, the Trustee, the Securities Administrator or
      any
      of their affiliates will have any obligation with respect to any certificate
      or
      other obligation secured by or payable from payments on the
      Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced hereby in the beneficial ownership interest of Certificates of the
      same Class as this Certificate in a trust (the “Trust Fund”) generally
      consisting of conventional first lien, adjustable-rate mortgage loans secured
      by
      one- to four- family residences, units in planned unit developments, individual
      condominium units, cooperatives, condotels and townhouses (collectively, the
      “Mortgage Loans”) sold by NAAC. The Mortgage Loans were sold by Nomura Credit
& Capital, Inc. (the “Sponsor”) to NAAC. The Trust Fund was created pursuant
      to the Pooling and Servicing Agreement dated as of the Cut-off Date specified
      above (the “Agreement”), among NAAC, as depositor (the “Depositor”), the
      Sponsor, GMAC Mortgage, LLC, as servicer, HSBC Bank USA, National Association,
      as trustee (the “Trustee”), and Wells Fargo Bank, N.A. as master servicer (the
“Master Servicer”) and securities administrator (the “Securities
      Administrator”), a summary of certain of the pertinent provisions of which is
      set forth hereafter. To the extent not defined herein, capitalized terms used
      herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such Holder is
      bound.

     

    Interest
      on this Certificate will accrue during the period commencing on the immediately
      preceding Distribution Date (as hereinafter defined) (or with respect to the
      First Distribution Date, the Closing Date) and ending on the day immediately
      preceding the related Distribution Date on the Certificate Principal Balance
      hereof at a per annum Pass-Through Rate equal to the least of (i) the sum of
      One-Month LIBOR for that Distribution Date plus (A) on or prior to the first
      possible Optional Termination Date, [___]% or (B) after the first possible
      Optional Termination Date, [__]%, (ii) the Net Funds Cap, (iii) the Cap Rate
      and
      (iv) the Maximum Interest Rate.  The Securities Administrator will
      distribute on the 25th day of each month, or, if such 25th day is not a Business
      Day, the immediately following Business Day (each, a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered at the close of business on the
      Business Day immediately preceding such Distribution Date, an amount equal
      to
      the product of the Percentage Interest evidenced by this Certificate and the
      amount (of interest and principal, if any) required to be distributed to the
      Holders of Certificates of the same Class as this Certificate. The Assumed
      Final
      Distribution Date is the Distribution Date in July 2037 which is not likely
      to
      be the date on which the Certificate Principal Balance of this Class of
      Certificates will be reduced to zero.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the foregoing, the final distribution on this Certificate will
      be made after due notice by the Securities Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice. The initial Certificate Principal Balance of this
      Certificate is set forth above. The Certificate Principal Balance hereof will
      be
      reduced to the extent of distributions allocable to principal hereon and any
      Realized Losses allocable hereto.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee 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 hereby, and the rights, duties and immunities
      of the Securities Administrator.  This Certificate is limited in right
      of payment to certain collections and recoveries respecting the Mortgage Loans
      and other assets included in the Trust Fund and the Supplemental Interest Trust,
      all as more specifically set forth in the Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Certificate Insurer in the case
      of
      any amendment which affects the Senior Certificates or the Certificate Insurer,
      and Holders of the Class or Classes of Certificates affected thereby evidencing
      over 50% of the Voting Rights of such Class or Classes.  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 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 with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates in authorized denominations representing a like
      aggregate Percentage Interest will be issued to the designated
      transferee.

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02(b) of the Agreement.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities 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 Trustee, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator
      or
      any such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement with respect to the Certificates (other
      than the obligations to make payments to the Certificateholders) shall terminate
      upon the earlier of (i) the later of (A) the maturity or other liquidation
      (or
      Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
      Fund and disposition of all property acquired upon foreclosure or deed in lieu
      of foreclosure of any Mortgage Loan and (B) the remittance of all funds due
      under the Agreement with respect to the Mortgage Loans, or (ii) the optional
      repurchase by the Master Servicer of all the Mortgage Loans and other assets
      of
      the Trust Fund in accordance with the terms of the Agreement, provided that
      the
      Certificate Insurer’s consent will be required in connection with such purchase
      if the exercise of such purchase option would cause a draw on the Policy or
      result in any amounts owed to the Certificate Insurer remaining unreimbursed.
      Such optional repurchase may be made by the Master Servicer only if on such
      Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
      is less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans at the Cut-off Date. The exercise of such right will effect
      the
      early retirement of the Certificates. Notwithstanding the foregoing, the Master
      Servicer shall not be entitled to exercise the Cleanup Call to the extent that
      the Depositor creates a net interest margin transaction which includes the
      Class
      X Certificates or Class P Certificates and the notes issued pursuant to such
      net
      interest margin transaction are outstanding on the date on which the Master
      Servicer intends to exercise the Cleanup Call. In no event, however, will the
      Trust Fund created by the Agreement continue beyond the earlier to occur of
      (i)
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    
      
        	
                Dated:  June
                  __, 2007

              	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      

    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class M-[1][2][3][4][5] Certificates referred to in the
      within-mentioned Agreement.

     

    
      	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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) a Percentage Interest evidenced by the
      within Mortgage Pass-Through Certificate and hereby authorizes the transfer
      of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar 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

               

            
	 	
              _________________________________

            
	 	
              Signature
                Guaranteed

               

            


    

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately
                available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-3

    


    FORM
      OF CLASS P CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
      144A
      UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
      QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
      PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
      TO
      AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
      (IF
      AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
      D
      UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
      PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
      SUBJECT TO (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER
      SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY
      THE
      SECURITIES ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
      ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
      WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE
      WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER
      APPLICABLE JURISDICTION.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
      AGREEMENT.

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              Certificate
                No. __

            	
              Percentage
                Interest: 100%

            
	 	 
	
              Class
                P

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              June
                1, 2007

            	
              Aggregate
                Initial Certificate Principal Balance of the Class P Certificates
                as of
                the Cut-off Date:  $100

            
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

            	
              Master
                Servicer and Securities Administrator: Wells Fargo Bank,
                N.A.

            
	 	 
	
              First
                Distribution Date:

              July
                25, 2007

            	 
	 	 
	
              Assumed
                Final Distribution Date:

              July
                25, 2037

            	
              CUSIP:  [________________]

            
	 	 


    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-3

     

    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      P
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conventional one- to four-family adjustable-rate mortgage loans sold by NOMURA
      ASSET ACCEPTANCE CORPORATION.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Asset Acceptance Corporation
      (“NAAC”) or the Trustee referred to below or any of their affiliates or any
      other person. Neither this Certificate nor the underlying Mortgage Loans are
      guaranteed or insured by any governmental entity or by NAAC or the Trustee
      or
      any of their affiliates or any other person. None of NAAC, the Trustee, the
      Securities Administrator or any of their affiliates will have any obligation
      with respect to any certificate or other obligation secured by or payable from
      payments on the Certificates.

     

    This
      certifies that
      [                           ]
      is the registered owner of the Percentage Interest evidenced hereby in the
      beneficial ownership interest of Certificates of the same Class as this
      Certificate in a trust (the “Trust Fund”), generally consisting of conventional
      first lien, adjustable-rate mortgage loans secured by one- to four- family
      residences, units in planned unit developments, individual condominium units,
      cooperatives, condotels and townhouses (collectively, the “Mortgage Loans”) sold
      by NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, as depositor (the “Depositor”), the Sponsor, GMAC
      Mortgage, LLC, as servicer, HSBC Bank USA, National Association, as trustee
      (the
“Trustee”), and Wells Fargo Bank, N.A. as master servicer (the “Master
      Servicer”) and securities administrator (the “Securities Administrator”), a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      To the extent not defined herein, capitalized terms used herein shall have
      the
      meaning ascribed to them 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 its acceptance hereof
      assents and by which such Holder is bound.

     

    Distributions
      on this Certificate will be made by the Securities Administrator by check mailed
      to the address of the Person entitled thereto as such name and address shall
      appear on the Certificate Register or, if such Person so requests by notifying
      the Securities Administrator in writing as specified in the Agreement.
      Notwithstanding the foregoing, the final distribution on this Certificate will
      be made after due notice by the Securities Administrator of the pendency of
      such
      distribution and only upon presentation and surrender of this Certificate at
      the
      office or agency appointed by the Securities Administrator for that purpose
      and
      designated in such notice.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit E and either F or G, as applicable,
      and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
      such
      transfer may be made without such registration or qualification (which Opinion
      of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
      Securities Administrator or the Trustee in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. Neither the Depositor,
      the Securities Administrator nor the Trustee is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Securities Administrator, the
      Depositor and the Sponsor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate shall be made to any person unless the transferee
      provides a certification pursuant to Section 6.02(b) of the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Securities
      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 hereby, and the rights, duties and immunities
      of the Securities Administrator.  This Certificate is limited in right
      of payment to Prepayment Charges collected in respect of the Mortgage Loans
      and
      amounts on deposit in the Class P Certificate Account as more specifically
      set
      forth in the Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Certificateholders under the Agreement from time to time
      by
      the parties thereto with the consent of the Certificate Insurer in the case
      of
      any amendment which affects the Senior Certificates or the Certificate Insurer,
      and Holders of the Class or Classes of Certificates affected thereby evidencing
      over 50% of the Voting Rights of such Class or Classes.  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 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 with the Securities
      Administrator upon surrender of this Certificate for registration of transfer
      at
      the offices or agencies maintained by the Securities Administrator for such
      purposes, duly endorsed by, or accompanied by a written instrument of transfer
      in form satisfactory to the Securities Administrator duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates in authorized denominations representing a like
      aggregate Percentage Interest will be issued to the designated
      transferee.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Securities 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 Trustee, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      this Certificate is registered as the owner hereof for all purposes, and none
      of
      the Depositor, the Master Servicer, the Trustee, the Securities Administrator
      or
      any such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Agreement with respect to the Certificates (other
      than the obligations to make payments to the Certificateholders) shall terminate
      upon the earlier of (i) the later of (A) the maturity or other liquidation
      (or
      Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
      Fund and disposition of all property acquired upon foreclosure or deed in lieu
      of foreclosure of any Mortgage Loan and (B) the remittance of all funds due
      under the Agreement with respect to the Mortgage Loans, or (ii) the optional
      repurchase by the Master Servicer of all the Mortgage Loans and other assets
      of
      the Trust Fund in accordance with the terms of the Agreement, provided that
      the
      Certificate Insurer’s consent will be required in connection with such purchase
      if the exercise of such purchase option would cause a draw on the Policy or
      result in any amounts owed to the Certificate Insurer remaining unreimbursed.
      Such optional repurchase may be made by the Master Servicer only if on such
      Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
      is less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans at the Cut-off Date. The exercise of such right will effect
      the
      early retirement of the Certificates. Notwithstanding the foregoing, the Master
      Servicer shall not be entitled to exercise the Cleanup Call to the extent that
      the Depositor creates a net interest margin transaction which includes the
      Class
      X Certificates or Class P Certificates and the notes issued pursuant to such
      net
      interest margin transaction are outstanding on the date on which the Master
      Servicer intends to exercise the Cleanup Call. In no event, however, will the
      Trust Fund created by the Agreement continue beyond the earlier to occur of
      (i)
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

     

    Unless
      this Certificate has been countersigned by an authorized signatory of the
      Securities Administrator by manual signature, this Certificate shall not be
      entitled to any benefit under the Agreement, or be valid for any
      purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    
      
        	
                Dated:  June
                  __, 2007

              	 	 	
                WELLS
                  FARGO BANK, N.A.

                as
                  Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	 	
                Authorized
                  Signatory

              


      



     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class P Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            


    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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) a Percentage Interest evidenced by the
      within Mortgage Pass-Through Certificate and hereby authorizes the transfer
      of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar 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

               

            
	 	
              ______________________________________

            
	 	
              Signature
                Guaranteed

               

            


    

     

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately
                available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-4

    


    FORM
      OF CLASS X CERTIFICATE

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX
      PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
      AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE
“CODE”).

    


    THIS
      CERTIFICATE IS SUBORDINATE TO THE
      SENIOR CERTIFICATES AND THE MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN.

    


    THIS
      CERTIFICATE HAS NOT BEEN AND WILL
      NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
      CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
      OR
      OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
      APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
      (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR
      ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
      HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
      IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
      REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR
      (3)
      IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE
      MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE
      ACT
      OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS
      PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT
      TO
      (A) THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN
      THE
      FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
      ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES ADMINISTRATOR
      THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
      SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH
      ALL
      APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
      JURISDICTION.

    


    NO
      TRANSFER OF THIS CERTIFICATE SHALL
      BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES A CERTIFICATION PURSUANT
      TO SECTION 6.02(b) OF THE AGREEMENT.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Certificate
                No. __

            	
              Percentage
                Interest: ____

            
	 	 
	
              Class
                X

            	
              Variable
                Pass-Through Rate

            
	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: June 1,
                2007

               

            	
              Initial
                Certificate Notional Balance of this Certificate as of the Cut-off
                Date:

               

            
	
              Trustee:
                HSBC Bank USA, National Association

               

            	 
	
              First
                Distribution Date: July 25, 2007

            	 
	 	
              Master
                Servicer and Securities Administrator:  Wells Fargo Bank,
                NA.

            
	
              Assumed
                Final Distribution Date: July 25, 2037

               

            	
              CUSIP:   [__________________]

            


    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-3

    


    evidencing
      a fractional undivided interest in the distributions allocable to the
      Class  X Certificates with respect to a Trust Fund consisting
      primarily of a pool of conventional one- to four-family adjustable-rate mortgage
      loans sold by NOMURA ASSET ACCEPTANCE CORPORATION.

    


    


    This
      Certificate is payable solely from
      the assets of the Trust Fund, and does not represent an obligation of or
      interest in Nomura Asset Acceptance Corporation (“NAAC”) or the Trustee referred
      to below or any of their affiliates or any other person. Neither this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental entity or by NAAC or the Trustee or any of their affiliates or
      any
      other person. None of NAAC, the Trustee, the Securities Administrator or any
      of
      their affiliates will have any obligation with respect to any certificate or
      other obligation secured by or payable from payments on the
      Certificates.

    


    This
      certifies that
      [                           ]
      is the registered owner of the Percentage Interest evidenced hereby in the
      beneficial ownership interest of Certificates of the same Class as this
      Certificate in a trust (the “Trust Fund”) generally consisting of conventional
      first lien, adjustable-rate mortgage loans secured by one- to four-family
      residences, units in planned unit developments, individual condominium units,
      cooperatives, condotels and townhouses (collectively, the “Mortgage Loans”) sold
      by NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, as depositor (the “Depositor”), the Sponsor, GMAC
      Mortgage, LLC, as servicer, HSBC Bank USA, National Association, as trustee
      (the
“Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master
      Servicer”) and securities administrator (the “Securities Administrator”), a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      To the extent not defined herein, capitalized terms used herein shall have
      the
      meaning ascribed to them 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 its acceptance hereof
      assents and by which such Holder is bound.

    


    Interest
      on this Certificate will
      accrue during the month prior to the month in which a Distribution Date (as
      hereinafter defined) occurs on the Certificate Notional Balance hereof at a
      per
      annum rate equal to the Pass-Through Rate as set forth in the Agreement. The
      Securities Administrator will distribute on the 25th day of each month, or,
      if
      such 25th day is not a Business Day, the immediately following Business Day
      (each, a “Distribution Date”), commencing on the First Distribution Date
      specified above, to the Person in whose name this Certificate is registered
      at
      the close of business on the last day Business Day immediately preceding such
      Distribution Date, an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount required to be distributed to
      the
      Holders of Certificates of the same Class as this Certificate. The Assumed
      Final
      Distribution Date is the Distribution Date in July 2037.

    


    Distributions
      on this Certificate will
      be made by the Securities Administrator by check mailed to the address of the
      Person entitled thereto as such name and address shall appear on the Certificate
      Register or, if such Person so requests by notifying the Securities
      Administrator in writing as specified in the Agreement. Notwithstanding the
      foregoing, the final distribution on this Certificate will be made after due
      notice by the Securities Administrator of the pendency of such distribution
      and
      only upon presentation and surrender of this Certificate at the office or agency
      appointed by the Securities Administrator for that purpose and designated in
      such notice.

    


    No
      transfer of this Certificate shall
      be made unless the transfer is made pursuant to an effective registration
      statement under the Securities Act of 1933, as amended (the “1933 Act”), and an
      effective registration or qualification under applicable state securities laws,
      or is made in a transaction that does not require such registration or
      qualification. In the event that such a transfer of this Certificate is to
      be
      made without registration or qualification, the Securities Administrator shall
      require receipt of (i) if such transfer is purportedly being made in reliance
      upon Rule 144A under the 1933 Act, written certifications from the Holder of
      the
      Certificate desiring to effect the transfer, and from such Holder’s prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      E
      and either F or G, as applicable, and (ii) in all other cases, an Opinion of
      Counsel satisfactory to it that such transfer may be made without such
      registration or qualification (which Opinion of Counsel shall not be an expense
      of the Trust Fund or of the Depositor, the Securities Administrator or the
      Trustee in their respective capacities as such), together with copies of the
      written certification(s) of the Holder of the Certificate desiring to effect
      the
      transfer and/or such Holder’s prospective transferee upon which such Opinion of
      Counsel is based. Neither the Depositor, the Securities Administrator nor the
      Trustee is obligated to register or qualify the Class of Certificates specified
      on the face hereof under the 1933 Act or any other securities law or to take
      any
      action not otherwise required under the Agreement to permit the transfer of
      such
      Certificates without registration or qualification. Any Holder desiring to
      effect a transfer of this Certificate shall be required to indemnify the
      Trustee, the Securities Administrator, the Depositor and the Sponsor against
      any
      liability that may result if the transfer is not so exempt or is not made in
      accordance with such federal and state laws.

    


    No
      transfer of this Certificate shall
      be made to any person unless the transferee provides a certification pursuant
      to
      Section 6.02(b) of the Agreement.

    


    This
      Certificate is one of a duly
      authorized issue of Certificates designated as set forth on the face hereof
      (the
“Certificates”). The Certificates, in the aggregate, evidence the entire
      beneficial ownership interest in the Trust Fund formed pursuant to the
      Agreement.

    


    The
      Certificateholder, by its
      acceptance of this Certificate, agrees that it will look solely to the Trust
      Fund for payment hereunder and that neither the Trustee nor Securities
      Administrator is 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 hereby, and the rights, duties and immunities of the Securities
      Administrator.  This Certificate is limited in right of payment to
      certain collections and recoveries respecting the Mortgage Loans and other
      assets included in the Trust Fund and the Supplemental Interest Trust, all
      as
      more specifically set forth in the Agreement.

    


    The
      Agreement permits, with certain
      exceptions therein provided, the amendment thereof and the modification of
      the
      rights and obligations of the Depositor and the rights of the Certificateholders
      under the Agreement from time to time by the parties thereto with the consent
      of
      the Certificate Insurer in the case of any amendment which affects the Senior
      Certificates or the Certificate Insurer, and Holders of the Class or Classes
      of
      Certificates affected thereby evidencing over 50% of the Voting Rights of such
      Class or Classes.  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
      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 with the Securities Administrator upon surrender
      of
      this Certificate for registration of transfer at the offices or agencies
      maintained by the Securities Administrator for such purposes, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Securities Administrator duly executed by the Holder hereof or such Holder’s
      attorney duly authorized in writing, and thereupon one or more new Certificates
      in authorized denominations representing a like aggregate Percentage Interest
      will be issued to the designated transferee.

    


    The
      Certificates are issuable only as
      registered Certificates without coupons in the Classes and denominations
      specified in the Agreement. As provided in the Agreement and subject to certain
      limitations therein set forth, this Certificate is exchangeable for one or
      more
      new Certificates evidencing the same Class and in the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

    


    No
      service charge will be made to the
      Certificateholders for any such registration of transfer, but the Securities
      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 Trustee, the Securities Administrator and any agent of any of
      them
      may treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee, the Securities Administrator or any such agent shall be affected by
      notice to the contrary.

    


    The
      obligations created by the Agreement with respect to the Certificates (other
      than the obligations to make payments to the Certificateholders) shall terminate
      upon the earlier of (i) the later of (A) the maturity or other liquidation
      (or
      Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
      Fund and disposition of all property acquired upon foreclosure or deed in lieu
      of foreclosure of any Mortgage Loan and (B) the remittance of all funds due
      under the Agreement with respect to the Mortgage Loans, or (ii) the optional
      repurchase by the Master Servicer of all the Mortgage Loans and other assets
      of
      the Trust Fund in accordance with the terms of the Agreement, provided that
      the
      Certificate Insurer’s consent will be required in connection with such purchase
      if the exercise of such purchase option would cause a draw on the Policy or
      result in any amounts owed to the Certificate Insurer remaining unreimbursed.
      Such optional repurchase may be made by the Master Servicer only if on such
      Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
      is less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans at the Cut-off Date. The exercise of such right will effect
      the
      early retirement of the Certificates. Notwithstanding the foregoing, the Master
      Servicer shall not be entitled to exercise the Cleanup Call to the extent that
      the Depositor creates a net interest margin transaction which includes the
      Class
      X Certificates or Class P Certificates and the notes issued pursuant to such
      net
      interest margin transaction are outstanding on the date on which the Master
      Servicer intends to exercise the Cleanup Call. In no event, however, will the
      Trust Fund created by the Agreement continue beyond the earlier to occur of
      (i)
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

     

    Unless
      this Certificate has been
      countersigned by an authorized signatory of the Securities Administrator by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement, or be valid for any purpose.

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the Securities
      Administrator has caused this Certificate to be duly executed.

    


    
      	
              Dated:  June
                __, 2007

            	 	 	
              WELLS
                FARGO BANK, N.A., as Securities Administrator

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is one of the Class X Certificates
      referred to in the within-mentioned Agreement.

    


    
      	 	 	 	
              WELLS
                FARGO BANK, N.A., as Securities Administrator

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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) a Percentage Interest evidenced by the
      within Mortgage Pass-Through Certificate and hereby authorizes the transfer
      of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

    


    I
      (We) further direct the Certificate
      Registrar 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

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the
      following for purposes of distribution:

    


    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-5

    


    FORM
      OF CLASS [R][R-X] CERTIFICATE

    


    THIS
      CERTIFICATE MAY NOT BE HELD BY OR
      TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS
      DEFINED BELOW).

    


    SOLELY
      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 (THE
“CODE”).

    


    NO
      TRANSFER OF THIS CERTIFICATE SHALL
      BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES A CERTIFICATION PURSUANT
      TO SECTION 6.02(b) OF THE AGREEMENT.

    


    ANY
      RESALE, TRANSFER OR OTHER
      DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE
      PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES ADMINISTRATOR THAT (1) SUCH
      TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
      THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY
      OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION
      IF
      ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR FREDDIE MAC, A MAJORITY
      OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
      FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
      INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN
      CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
      EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
      IS
      SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED
      BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL
      ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
      CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY
      SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING
      HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A
      DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
      ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE.  NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
      REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
      A
      DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
      REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
      SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
      HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
      CERTIFICATE.  EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
      CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
      PARAGRAPH.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Certificate
                No. __

            	 
	 	 
	
              Class
                [R][R-X]

            	
              Percentage
                Interest: ____

            
	 	 
	
              Date
                of Pooling and Servicing Agreement and
                Cut-off Date: June 1, 2007

            	 
	 	 
	
              First
                Distribution Date:

              July
                25, 2007

            	 
	 	 
	
              Trustee:
                HSBC Bank USA, National Association

            	
              Master
                Servicer and Securities Administrator: Wells Fargo Bank,
                N.A.

            
	 	 
	
              Assumed
                Final Distribution Date:

              July
                25, 2007

            	 
	 	
              CUSIP:   [__________________]

            


    

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-3

    


    evidencing
      a fractional undivided interest in the distributions allocable to the Class
      [R][R-X] Certificates with respect to a Trust Fund consisting primarily of
      a
      pool of conventional one- to four-family adjustable-rate mortgage loans sold
      by
      NOMURA ASSET ACCEPTANCE CORPORATION.

    


    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Nomura Asset Acceptance Corporation
      (“NAAC”) or the Trustee referred to below or any of their affiliates or any
      other person. Neither this Certificate nor the underlying Mortgage Loans are
      guaranteed or insured by any governmental entity or by NAAC or the Trustee
      or
      any of their affiliates or any other person. None of NAAC, the Trustee, the
      Securities Administrator or any of their affiliates will have any obligation
      with respect to any certificate or other obligation secured by or payable from
      payments on the Certificates.

     

    This
      certifies that
      [                           ]
      is the registered owner of the Percentage Interest evidenced hereby in the
      beneficial ownership interest of Certificates of the same Class as this
      Certificate in a trust (the “Trust Fund”) generally consisting of conventional
      first lien, adjustable-rate mortgage loans secured by one- to four-family
      residences, units in planned unit developments, individual condominium units,
      cooperatives, condotels and townhouses (collectively, the “Mortgage Loans”) sold
      by NAAC. The Mortgage Loans were sold by Nomura Credit & Capital, Inc. (the
“Sponsor”) to NAAC. The Trust Fund was created pursuant to the Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among NAAC, as depositor (the “Depositor”), the Sponsor, GMAC
      Mortgage, LLC, as servicer, HSBC Bank USA, National Association, as trustee
      (the
“Trustee”), and Wells Fargo Bank, N.A., as master servicer (the “Master
      Servicer”) and securities administrator (the “Securities Administrator”), a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      To the extent not defined herein, capitalized terms used herein shall have
      the
      meaning ascribed to them 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 its acceptance hereof
      assents and by which such Holder is bound.

    


    Each
      Holder of this Certificate will be
      deemed to have agreed to be bound by the restrictions set forth in the Agreement
      to the effect that (i) each person holding or acquiring any Ownership Interest
      in this Certificate must be a United States Person and a Permitted Transferee,
      (ii) the transfer of any Ownership Interest in this Certificate will be
      conditioned upon the delivery to the Securities Administrator of, among other
      things, an affidavit to the effect that it is a United States Person and
      Permitted Transferee, (iii) any attempted or purported transfer of any Ownership
      Interest in this Certificate in violation of such restrictions will be
      absolutely null and void and will vest no rights in the purported transferee,
      and (iv) if any person other than a United States Person and a Permitted
      Transferee acquires any Ownership Interest in this Certificate in violation
      of
      such restrictions, then the Depositor will have the right, in its sole
      discretion and without notice to the Holder of this Certificate, to sell this
      Certificate to a purchaser selected by the Depositor, which purchaser may be
      the
      Depositor, or any affiliate of the Depositor, on such terms and conditions
      as
      the Depositor may choose.

    


    The
      Securities Administrator will
      distribute on the 25th day of each month, or, if such 25th day is not a Business
      Day, the immediately following Business Day (each, a “Distribution Date”),
      commencing on the First Distribution Date specified above, to the Person in
      whose name this Certificate is registered at the close of business on the last
      day (or if such last day is not a Business Day, the Business Day immediately
      preceding such last day) of the calendar month immediately preceding the month
      in which the Distribution Date occurs, an amount equal to the product of the
      Percentage Interest evidenced by this Certificate and the amounts required
      to be
      distributed to the Holders of Certificates of the same Class as this
      Certificate. The Assumed Final Distribution Date is the Distribution Date in
      July 2037.

    


    Distributions
      on this Certificate will
      be made by the Securities Administrator by check mailed to the address of the
      Person entitled thereto as such name and address shall appear on the Certificate
      Register or, if such Person so requests by notifying the Securities
      Administrator in writing as specified in the Agreement. Notwithstanding the
      foregoing, the final distribution on this Certificate will be made after due
      notice by the Securities Administrator of the pendency of such distribution
      and
      only upon presentation and surrender of this Certificate at the office or agency
      appointed by the Securities Administrator for that purpose and designated in
      such notice.

    


    No
      transfer of this Certificate shall
      be made to any person unless the transferee provides a certification pursuant
      to
      Section 6.02(b) of the Agreement.

    


    This
      Certificate is one of a duly
      authorized issue of Certificates designated as set forth on the face hereof
      (the
“Certificates”). The Certificates, in the aggregate, evidence the entire
      beneficial ownership interest in the Trust Fund formed pursuant to the
      Agreement.

    


    The
      Certificateholder, by its
      acceptance of this Certificate, agrees that it will look solely to the Trust
      Fund for payment hereunder and that the Securities 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 hereby, and the rights, duties and immunities of the Securities
      Administrator.

    


    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 hereby, and the rights, duties and immunities of the Securities
      Administrator.  This Certificate is limited in right of payment
      to certain collections and recoveries respecting the Mortgage Loans and other
      assets included in the Trust Fund and the Supplemental Interest Trust, all
      as
      more specifically set forth in the Agreement.

    


    As
      provided in the Agreement and
      subject to certain limitations therein set forth, the transfer of this
      Certificate is registrable with the Securities Administrator upon surrender
      of
      this Certificate for registration of transfer at the offices or agencies
      maintained by the Securities Administrator for such purposes, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Securities Administrator duly executed by the Holder hereof or such Holder’s
      attorney duly authorized in writing, and thereupon one or more new Certificates
      in authorized denominations representing a like aggregate Percentage Interest
      will be issued to the designated transferee.

    


    The
      Certificates are issuable only as
      registered Certificates without coupons in the Classes and denominations
      specified in the Agreement. As provided in the Agreement and subject to certain
      limitations therein set forth, this Certificate is exchangeable for one or
      more
      new Certificates evidencing the same Class and in the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

    


    No
      service charge will be made to the
      Certificateholders for any such registration of transfer, but the Securities
      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 Trustee, the Securities Administrator and any agent of any of
      them
      may treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee, the Securities Administrator or any such agent shall be affected by
      notice to the contrary.

    


    The
      obligations created by the Agreement with respect to the Certificates (other
      than the obligations to make payments to the Certificateholders) shall terminate
      upon the earlier of (i) the later of (A) the maturity or other liquidation
      (or
      Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
      Fund and disposition of all property acquired upon foreclosure or deed in lieu
      of foreclosure of any Mortgage Loan and (B) the remittance of all funds due
      under the Agreement with respect to the Mortgage Loans, or (ii) the optional
      repurchase by the Master Servicer of all the Mortgage Loans and other assets
      of
      the Trust Fund in accordance with the terms of the Agreement, provided that
      the
      Certificate Insurer’s consent will be required in connection with such purchase
      if the exercise of such purchase option would cause a draw on the Policy or
      result in any amounts owed to the Certificate Insurer remaining unreimbursed.
      Such optional repurchase may be made by the Master Servicer only if on such
      Distribution Date the aggregate Stated Principal Balance of the Mortgage Loans
      is less than or equal to 10% of the aggregate Stated Principal Balance of the
      Mortgage Loans at the Cut-off Date. The exercise of such right will effect
      the
      early retirement of the Certificates. Notwithstanding the foregoing, the Master
      Servicer shall not be entitled to exercise the Cleanup Call to the extent that
      the Depositor creates a net interest margin transaction which includes the
      Class
      X Certificates or Class P Certificates and the notes issued pursuant to such
      net
      interest margin transaction are outstanding on the date on which the Master
      Servicer intends to exercise the Cleanup Call. In no event, however, will the
      Trust Fund created by the Agreement continue beyond the earlier to occur of
      (i)
      expiration of 21 years after the death of certain persons identified in the
      Agreement and (ii) the Assumed Final Distribution Date.

     

    Unless
      this Certificate has been
      countersigned by an authorized signatory of the Securities Administrator by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement, or be valid for any purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Securities
      Administrator has caused this Certificate to be duly executed.

    


    
      	
              Dated: 
                June __, 2007

            	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is one of the Class [R][[R-X]
      Certificates referred to in the within-mentioned Agreement.

    


    
      	 	 	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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) a Percentage Interest evidenced by the
      within Mortgage Pass-Through Certificate and hereby authorizes the transfer
      of
      registration of such interest to assignee on the Certificate Register of the
      Trust Fund.

    


    I
      (We) further direct the Certificate
      Registrar 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

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    DISTRIBUTION
      INSTRUCTIONS

    


    The
      assignee should include the
      following for purposes of distribution:

    


    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

     

    MORTGAGE
      LOAN SCHEDULE

     

    


    The
      Preliminary and Final Mortgage Loan
      Schedules shall set forth the following information with respect to each
      Mortgage Loan:

    


    
      	 	
              (a)

            	
              the
                Mortgage Loan identifying number;

            
	 	 	 
	 	
              (b)

            	
              the
                Mortgage Rate in effect as of the Cut-off Date;

            
	 	 	 
	 	
              (c)

            	
              the
                Servicing Fee Rate;

            
	 	 	 
	 	
              (d)

            	
              the
                Net Mortgage Rate in effect as of the Cut-off Date;

            
	 	 	 
	 	
              (e)

            	
              the
                maturity date;

            
	 	 	 
	 	
              (f)

            	
              the
                original principal balance;

            
	 	 	 
	 	
              (g)

            	
              the
                Cut-off Date Principal Balance;

            
	 	 	 
	 	
              (h)

            	
              the
                original term;

            
	 	 	 
	 	
              (i)

            	
              the
                remaining term;

            
	 	 	 
	 	
              (j)

            	
              the
                property type;

            
	 	 	 
	 	
              (k)

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

            
	 	 	 
	 	
              (l)

            	
              with
                respect to each MOM Loan, the related MIN;

            
	 	 	 
	 	
              (m)

            	
              the
                Custodian;

            
	 	 	 
	 	
              (n)

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

            
	 	 	 
	 	
              (o)

            	
              the
                first Adjustment Date;

            
	 	 	 
	 	
              (p)

            	
              the
                Gross Margin;

            
	 	 	 
	 	
              (q)

            	
              the
                Maximum Mortgage Interest Rate under the terms of the Mortgage
                Note;

            
	 	 	 
	 	
              (r)

            	
              the
                Minimum Mortgage Interest Rate under the terms of the Mortgage
                Note;

            
	 	 	 
	 	
              (s)

            	
              the
                Periodic Rate Cap;

            
	 	 	 
	 	
              (t)

            	
              the
                first Adjustment Date immediately following the Cut-off
                Date;

            
	 	 	 
	 	
              (u)

            	
              the
                related Index; and

            
	 	 	 
	 	
              (v)

            	
              the
                Servicer.

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      C

     

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    

      MORTGAGE
        LOAN PURCHASE AGREEMENT

      


      This
        is a Mortgage Loan Purchase
        Agreement (this “Agreement”), dated July 10, 2007, between Nomura Credit &
Capital, Inc., a Delaware corporation (the “Seller”) and Nomura Asset Acceptance
        Corporation, a Delaware corporation (the “Purchaser”).

      


      Preliminary
        Statement

      


      The
        Seller intends to sell the Mortgage
        Loans (as hereinafter identified) and any rights of the Seller in, to and
        under
        the Interest Rate Swap Agreement (exclusive of any upfront premiums paid
        by the
        providers of the Interest Rate Swap Agreement on the Closing Date) to the
        Purchaser on the terms and subject to the conditions set forth in this
        Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
        pool comprising the Trust Fund. The Trust Fund will be evidenced by a single
        series of mortgage pass-through certificates designated as Nomura Asset
        Acceptance Corporation, Alternative Loan Trust, Series 2007-3, Mortgage
        Pass-Through Certificates (the “Certificates”). The Certificates will consist of
        thirteen (13) classes of certificates. The Certificates will be issued pursuant
        to a pooling and servicing agreement, dated as of June 1, 2007 (the “Pooling and
        Servicing Agreement”), among the Purchaser as depositor, the Seller as sponsor,
        GMAC Mortgage, LLC as servicer (“GMACM”), Wells Fargo Bank, N.A. (“Wells Fargo”)
        as master servicer and securities administrator and HSBC Bank USA, National
        Association as trustee (the “Trustee”).  The Purchaser will sell the
        Class A-1, Class A-2, Class A-3 and Class A-4 Certificates to Bear, Stearns
        & Co. Inc. (“Bear”) and Banc of America Securities LLC (“Banc of America”,
        together with Bear, the “Underwriters”), pursuant to the Underwriting Agreement,
        dated June 28, 2007, among the Purchaser and the Underwriters, and the Terms
        Agreement, dated June 28, 2007, among the Purchaser and the
        Underwriters.  Capitalized terms used but not defined herein shall
        have the meanings set forth in the Pooling and Servicing
        Agreement.  Pursuant to the custodial agreement, dated as of June 1,
        2007 (the “Custodial Agreement”), among the Trustee, GMACM as servicer and Wells
        Fargo as custodian (the “Custodian”), the Trustee intends to have the Custodian
        take possession of the Mortgages and Mortgage Notes, along with certain other
        documents specified in the Custodial Agreement, as the custodian of the Trustee,
        in accordance with the terms and conditions thereof.

      


      The
        parties hereto agree as
        follows:

      


      SECTION
        1.      Agreement
        to Purchase. The Seller hereby sells, and the Purchaser hereby purchases, on
        July 10, 2007 (the “Closing Date”), (a) certain conventional, one-to-four
        family, adjustable-rate mortgage loans secured by first liens on residential
        real properties (the “Mortgage Loans”), having an aggregate principal balance as
        of the close of business on June 1, 2007 (the “Cut-off Date”) of approximately
        $389,813,589 (the “Closing Balance”), after giving effect to all payments due on
        the Mortgage Loans on or before the Cut-off Date, whether or not received,
        including the right to any Prepayment Charges payable by the related Mortgagors
        in connection with any Principal Prepayments on the Mortgage Loans and (b)
        rights under the Interest Rate Swap Agreement (exclusive of any upfront premiums
        paid by the provider of the Interest Rate Swap Agreement on the Closing
        Date).

      


      SECTION
        2.      Mortgage
        Loan Schedule. The Purchaser and the Seller have agreed upon which of the
        mortgage loans owned by the Seller are to be purchased by the Purchaser pursuant
        to this Agreement and the Seller will prepare or cause to be prepared on
        or
        prior to the Closing Date a final schedule (the “Closing Schedule”) that
        describes such Mortgage Loans and sets forth all of the Mortgage Loans to
        be
        purchased under this Agreement, including the Prepayment Charges. The Closing
        Schedule will conform to the requirements set forth in this Agreement and
        to the
        definition of “Mortgage Loan Schedule” under the Pooling and Servicing
        Agreement.

      


      SECTION
        3.      Consideration.

      


      (a)  In
        consideration for the Mortgage Loans
        and the Interest Rate Swap Agreement (exclusive of any upfront premiums paid
        by
        the provider of the Interest Rate Swap Agreement on the Closing Date) to
        be
        purchased hereunder, the Purchaser shall, as described in Section 10, (i)
        pay to
        or upon the order of the Seller in immediately available funds an amount
        (the
“Purchase Price”) equal to (i) $____________* , (ii) a 100% interest in the
        Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class X and Class
        P
        Certificates, which shall be registered solely in the name of NMF Investments,
        LLC, and (iii) a 100% interest in the Class R Certificates and Class R-X
        Certificates, which shall be registered solely in the name of Nomura Credit
        & Capital, Inc.

      


      (b)  The
        Purchaser or any assignee,
        transferee or designee of the Purchaser shall be entitled to all scheduled
        payments of principal due after the Cut-off Date, all other payments of
        principal due and collected after the Cut-off Date, and all payments of interest
        on the Mortgage Loans allocable to the period after the Cut-off Date. All
        scheduled payments of principal and interest due on or before the Cut-off
        Date
        and collected after the Cut-off Date shall belong to the Seller.

      


      (c)  Pursuant
        to the Pooling and Servicing
        Agreement, the Purchaser will assign all of its right, title and interest
        in and
        to the Mortgage Loans and the Interest Rate Swap Agreement (exclusive of
        any
        upfront premiums paid by the provider of the Interest Rate Swap Agreement
        on the
        Closing Date), together with its rights under this Agreement, to the Trustee
        for
        the benefit of the Certificateholders.

      


      SECTION
        4.      Transfer
        of the Mortgage Loans.

      


      (a)   Possession
        of Mortgage Files. The Seller does hereby sell to the Purchaser, without
        recourse but subject to the terms of this Agreement, all of its right, title
        and
        interest in, to and under the Mortgage Loans, including the related Prepayment
        Charges and the Interest Rate Swap Agreement (exclusive of any upfront premiums
        paid by the provider of the Interest Rate Swap Agreement on the Closing Date).
        The contents of each Mortgage File not delivered to the Purchaser or to any
        assignee, transferee or designee of the Purchaser on or prior to the Closing
        Date are and shall be held in trust by the Seller for the benefit of the
        Purchaser or any assignee, transferee or designee of the Purchaser. Upon
        the
        sale of the Mortgage Loans, the ownership of each Mortgage Note, the related
        Mortgage and the other contents of the related Mortgage File is vested in
        the
        Purchaser and the ownership of all records and documents with respect to
        the
        related Mortgage Loan prepared by or that come into the possession of the
        Seller
        on or after the Closing Date shall immediately vest in the Purchaser and
        shall
        be delivered immediately to the Purchaser or as otherwise directed by the
        Purchaser.

      


      (b)           Delivery
        of Mortgage Loan Documents. Pursuant to various conveyance documents to be
        executed on the Closing Date and pursuant to the Pooling and Servicing
        Agreement, the Purchaser will assign on the Closing Date all of its right,
        title
        and interest in and to the Mortgage Loans to the Trustee for the benefit
        of the
        Certificateholders and the Certificate Insurer, as their interests may appear.
        In connection with the transfer and assignment of the Mortgage Loans, the
        Seller
        has delivered or will deliver or cause to be delivered to the Trustee by
        the
        Closing Date or such later date as is agreed to by the Purchaser and the
        Seller
        (each of the Closing Date and such later date is referred to as a “Mortgage
        File Delivery Date”), the documents set forth on Exhibit 1 hereto,
provided, however, that in lieu of the foregoing, the Seller may
        deliver the following documents, under the circumstances set forth below:
        (x) in
        lieu of the original Mortgage, assignments to the Trustee or intervening
        assignments thereof which have been delivered, are being delivered or will
        upon
        receipt of recording information relating to the Mortgage required to be
        included thereon, be delivered to recording offices for recording and have
        not
        been returned in time to permit their delivery as specified above, the Seller
        may deliver a true copy thereof with a certification by the Seller on the
        face
        of such copy, substantially as follows: “Certified to be a true and correct copy
        of the original, which has been transmitted for recording”; (y) in lieu of the
        Mortgage, assignments to the Trustee or intervening assignments thereof,
        if the
        applicable jurisdiction retains the originals of such documents or if the
        originals are lost (in each case, as evidenced by a certification from the
        Seller to such effect), the Seller may deliver photocopies of such documents
        containing an original certification by the judicial or other governmental
        authority of the jurisdiction where such documents were recorded; and (z)
        in
        lieu of the Mortgage Notes relating to the Mortgage Loans, each identified
        in
        the list delivered by the Purchaser to the Trustee on the Closing Date and
        attached hereto as Exhibit 2, the Seller may deliver lost note affidavits
        and indemnities of the Seller; and provided further, however, that in the
        case
        of Mortgage Loans which have been prepaid in full after the Cut-off Date
        and
        prior to the Closing Date, the Seller, in lieu of delivering the above
        documents, may deliver to the Trustee a certification by the Seller to such
        effect. The Seller shall deliver such original documents (including any original
        documents as to which certified copies had previously been delivered) or
        such
        certified copies to the Trustee promptly after they are received. The Seller
        shall cause the Mortgage and intervening assignments, if any, and the assignment
        of the Mortgage to be recorded not later than 180 days after the Closing
        Date,
        or, in lieu of such assignments, shall provide an Opinion of Counsel pursuant
        to
        Section 6 hereof to the effect that the recordation of such assignment is
        not
        necessary to protect the Trustee’s interest in the related Mortgage Loan. Upon
        the request of the Purchaser, the Seller will assist the Purchaser in effecting
        the assignment referred to above.

      


      (c)           In
        connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
        expense, within thirty (30) days after the Closing Date, the MERS® System to
        indicate that such Mortgage Loans have been assigned by the Seller to the
        Purchaser and by the Purchaser to the Trustee in accordance with this Agreement
        for the benefit of the Certificateholders and the Certificate Insurer by
        including (or deleting, in the case of Mortgage Loans which are repurchased
        in
        accordance with this Agreement) in such computer files (a) the code in the
        field
        which identifies the specific Trustee and (b) the code in the field “Pool Field”
which identifies the series of the Certificates issued in connection with
        such
        Mortgage Loans. The Seller further agrees that it will not, and will not
        permit
        the Servicer to, alter the codes referenced in this paragraph with respect
        to
        any Mortgage Loan during the term of the Pooling and Servicing Agreement
        unless
        and until such Mortgage Loan is repurchased in accordance with the terms
        of the
        Pooling and Servicing Agreement.

      


      (d)           Acceptance
        of Mortgage Loans. The documents delivered pursuant to Section 4(b) hereof
        shall be reviewed by the Purchaser or any assignee, transferee or designee
        of
        the Purchaser at any time before or after the Closing Date (and with respect
        to
        each document permitted to be delivered after the Closing Date, within seven
        (7)
        days of its delivery) to ascertain that all required documents have been
        executed and received and that such documents relate to the Mortgage Loans
        identified on the Mortgage Loan Schedule.

      


      (e)           Transfer
        of Interest in Agreements. The Purchaser has the right to assign its
        interest under this Agreement, in whole or in part, to the Trustee, as may
        be
        required to effect the purposes of the Pooling and Servicing Agreement, without
        the consent of the Seller, and the assignee shall succeed to the rights and
        obligations hereunder of the Purchaser. Any expense reasonably incurred by
        or on
        behalf of the Purchaser or the Trustee in connection with enforcing any
        obligations of the Seller under this Agreement will be promptly reimbursed
        by
        the Seller.

      


      SECTION
        5.      Examination
        of Mortgage Files.

      


      (a)  On
        or before the Mortgage File Delivery
        Date, the Seller will have made the Mortgage Files available to the Purchaser
        or
        its agent for examination which may be at the offices of the Trustee or the
        Seller and/or the Seller’s custodian. The fact that the Purchaser or its agent
        has conducted or has failed to conduct any partial or complete examination
        of
        the Mortgage Files shall not affect the Purchaser’s rights to demand cure,
        repurchase, substitution or other relief as provided in this Agreement. In
        furtherance of the foregoing, the Seller shall make the Mortgage Files available
        to the Purchaser or its agent from time to time so as to permit the Purchaser
        to
        confirm the Seller’s compliance with the delivery and recordation requirements
        of this Agreement and the Pooling and Servicing Agreement. In addition, upon
        request of the Purchaser, the Seller agrees to provide to the Purchaser,
        the
        Underwriters, the Certificate Insurer and to any investors or prospective
        investors in the Certificates information regarding the Mortgage Loans (which
        may be at the offices of the Seller and/or the Seller’s custodian) and to make
        available personnel knowledgeable about the Mortgage Loans for discussions
        with
        the Purchaser, the Underwriters and such investors or prospective investors,
        upon reasonable request during regular business hours, sufficient to permit
        the
        Purchaser, the Underwriters and such investors or potential investors to
        conduct
        such due diligence as any such party reasonably believes is
        appropriate.

      


      (b)  Pursuant
        to the Pooling and Servicing
        Agreement, on the Closing Date the Custodian on behalf of the Trustee, for
        the
        benefit of the Certificateholders and the Certificate Insurer, will review
        items
        of the Mortgage Files as set forth on Exhibit 1 and will deliver to the
        Seller a certification in the form attached as Exhibit 1 to the Custodial
        Agreement.

      


      (c)  Pursuant
        to the Pooling and Servicing
        Agreement, the Trustee or the Custodian, on behalf of the Trustee, will review
        the Mortgage Files within 180 days of the Closing Date and will deliver to
        the
        Seller a final certification substantially in the form of Exhibit 2 to the
        Custodial Agreement. If the Custodian is unable to deliver a final certification
        with respect to the items listed in Exhibit 2 due to any document that is
        missing, has not been executed or is unrelated, determined on the basis of
        the
        Mortgagor name, original principal balance and loan number, to the Mortgage
        Loans identified in the Final Mortgage Loan Schedule (a “Material
        Defect”), pursuant to Section 6 of the Custodial Agreement, the Custodian
        will notify the Trustee of such Material Defect and the Trustee shall notify
        the
        Seller and the Certificate Insurer of such Material Defect. The Seller shall
        correct or cure any such Material Defect within ninety (90) days from the
        date
        of notice from the Trustee of the Material Defect and if the Seller does
        not
        correct or cure such Material Defect within such period and such defect
        materially and adversely affects the interests of the Certificateholders
        in the
        related Mortgage Loan, the Seller will, in accordance with the terms of the
        Pooling and Servicing Agreement, within ninety (90) days of the date of notice,
        provide the Trustee with a Replacement Mortgage Loan (if within two (2) years
        of
        the Closing Date) or purchase the related Mortgage Loan at the applicable
        Purchase Price; provided, however, that if such defect relates
        solely to the inability of the Seller to deliver the original security
        instrument or intervening assignments thereof or a certified copy because
        the
        originals of such documents or such certified copy have not been returned
        by the
        applicable jurisdiction, then the Seller shall not be required to repurchase
        such Mortgage Loan if the Seller delivers such original documents or certified
        copy promptly upon receipt, but in no event later than 360 days after the
        Closing Date. The foregoing repurchase obligation shall not apply in the
        event
        that the Seller cannot deliver such original or copy of any document submitted
        for recording to the appropriate recording office in the applicable jurisdiction
        because such document has not been returned by such office; provided that
        the
        Seller shall instead deliver a recording receipt of such recording office
        or, if
        such receipt is not available, a certificate of the Seller or a Servicing
        Officer confirming that such documents have been accepted for recording,
        and
        delivery to the Trustee shall be effected by the Seller within thirty (30)
        days
        of its receipt of the original recorded document.

      


      (d)  At
        the time of any substitution, the
        Seller shall deliver or cause to be delivered the Replacement Mortgage Loan,
        the
        related Mortgage File and any other documents and payments required to be
        delivered in connection with a substitution pursuant to the Pooling and
        Servicing Agreement. At the time of any purchase or substitution, the Trustee
        shall (i) assign to the Seller and cause the Custodian, on behalf of the
        Trustee, to release the documents (including, but not limited to, the Mortgage,
        Mortgage Note and other contents of the Mortgage File) in the possession
        of the
        Custodian, on behalf of the Trustee, relating to the Deleted Mortgage Loan
        and
        (ii) execute and deliver such instruments of transfer or assignment, in each
        case without recourse, as shall be necessary to vest in the Seller title
        to such
        Deleted Mortgage Loan.

      


      SECTION
        6.               Recordation
        of Assignments of Mortgage.

      


      (a)           The
        Seller will, promptly after the Closing Date, cause each Mortgage and each
        assignment of Mortgage from the Seller to the Trustee, and all unrecorded
        intervening assignments, if any, delivered on or prior to the Closing Date,
        to
        be recorded in all recording offices in the jurisdictions where the related
        Mortgaged Properties are located; provided, however, the Seller
        need not cause to be recorded any assignment for which (a) the related Mortgaged
        Property is located in any jurisdiction under the laws of which, as evidenced
        by
        an Opinion of Counsel delivered by the Seller to the Trustee, the Certificate
        Insurer and the Rating Agencies, the recordation of such assignment is not
        necessary to protect the Trustee’s interest in the related Mortgage Loan or (b)
        MERS is identified on the Mortgage or on a properly recorded assignment of
        the
        Mortgage as mortgagee of record solely as nominee for Seller and its successors
        and assigns; provided, however, notwithstanding the delivery of
        any Opinion of Counsel, each assignment of Mortgage shall be submitted for
        recording by the Seller in the manner described above, at no expense to the
        Trust Fund or Trustee, upon the earliest to occur of (i) reasonable direction
        by
        the Holders of Certificates evidencing Percentage Interests aggregating not
        less
        than twenty-five percent (25%) of the Trust, (ii) the occurrence of an Event
        of
        Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
        relating to the Seller, (iv) the occurrence of a servicing transfer as described
        in Section 8.02 of the Pooling and Servicing Agreement or (v) with respect
        to
        any assignment of Mortgage, the occurrence of a bankruptcy, insolvency or
        foreclosure relating to the Mortgagor under the related Mortgage.

      


      (b)           While
        each such Mortgage or assignment is being recorded, if necessary, the Seller
        shall leave or cause to be left with the Custodian, on behalf of the Trustee,
        a
        certified copy of such Mortgage or assignment. In the event that, within
        180
        days of the Closing Date, the Trustee has not been provided with an Opinion
        of
        Counsel as described above or received evidence of recording with respect
        to
        each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof
        or as
        set forth above and the related Mortgage Loan is not a MOM Loan, the failure
        to
        provide evidence of recording or such Opinion of Counsel shall be considered
        a
        Material Defect, and the provisions of Section 5(c) and (d) shall apply.
        All
        customary recording fees and reasonable expenses relating to the recordation
        of
        the assignments of mortgage to the Trustee or the Opinion of Counsel, as
        the
        case may be, shall be borne by the Seller.

      


      SECTION
        7.     Representations,
        Warranties and Covenants of the Seller.

      


      The
        Seller hereby represents and
        warrants to the Purchaser, as of the date hereof and as of the Closing Date,
        and
        covenants, that:

      


      (i)           The
        Seller is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Delaware and is qualified and in good standing
        to
        do business in each jurisdiction where such qualification is necessary, except
        where the failure to so qualify would not reasonably be expected to have
        a
        material adverse effect on the Seller’s business as presently conducted or on
        the Seller’s ability to enter into this Agreement and to consummate the
        transactions contemplated hereby.

      


      (ii)           The
        Seller has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement, and this Agreement,
        assuming due authorization, execution and delivery by the Purchaser, constitutes
        a legal, valid and binding obligation of the Seller, enforceable against
        it in
        accordance with its terms except as the enforceability thereof may be limited
        by
        bankruptcy, insolvency or reorganization or by general principles of
        equity.

      


      (iii)           The
        execution, delivery and performance of this Agreement by the Seller (x) does
        not
        conflict and will not conflict with, does not breach and will not result
        in a
        breach of and does not constitute and will not constitute a default (or an
        event, which with notice or lapse of time or both, would constitute a default)
        under (A) any terms or provisions of the organizational documents of the
        Seller,
        (B) any term or provision of any material agreement, contract, instrument
        or
        indenture, to which the Seller is a party or by which the Seller or any of
        its
        property is bound, or (C) any law, rule, regulation, order, judgment, writ,
        injunction or decree of any court or governmental authority having jurisdiction
        over the Seller or any of its property and (y) does not create or impose
        and
        will not result in the creation or imposition of any lien, charge or encumbrance
        which would have a material adverse effect upon the Mortgage Loans or any
        documents or instruments evidencing or securing the Mortgage Loans.

      


      (iv)           No
        consent, approval, authorization or order of, registration or filing with,
        or
        notice on behalf of the Seller to any governmental authority or court is
        required, under federal laws or the laws of the State of New York, for the
        execution, delivery and performance by the Seller of, or compliance by the
        Seller with, this Agreement or the consummation by the Seller of any other
        transaction contemplated hereby and by the Pooling and Servicing Agreement;
        provided, however, that the Seller makes no representation or warranty regarding
        federal or state securities laws in connection with the sale or distribution
        of
        the Certificates.

      


      (v)           This
        Agreement does not contain any untrue statement of material fact or omit
        to
        state a material fact necessary to make the statements contained herein not
        misleading. The written statements, reports and other documents prepared
        and
        furnished or to be prepared and furnished by the Seller pursuant to this
        Agreement or in connection with the transactions contemplated hereby taken
        in
        the aggregate do not contain any untrue statement of material fact or omit
        to
        state a material fact necessary to make the statements contained therein
        not
        misleading.

      


      (vi)           The
        Seller is not in violation of, and the execution and delivery of this Agreement
        by the Seller and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Seller or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Seller or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder.

      


      (vii)           The
        Seller does not believe, nor does it have any reason or cause to believe,
        that
        it cannot perform each and every covenant contained in this
        Agreement.

      


      (viii)          Immediately
        prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
        the Seller was the owner of the related Mortgage and the indebtedness evidenced
        by the related Mortgage Note, and, upon the payment to the Seller of the
        Purchase Price, in the event that the Seller retains or has retained record
        title, the Seller shall retain such record title to each Mortgage, each related
        Mortgage Note and the related Mortgage Files with respect thereto in trust
        for
        the Purchaser as the owner thereof from and after the date hereof.

      


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

      


      (x)           The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to
        this Agreement are not subject to the bulk transfer or any similar statutory
        provisions in effect in any relevant jurisdiction, except any as may have
        been
        complied with.

      


      (xi)           The
        Seller has not dealt with any broker, investment banker, agent or other person,
        except for the Purchaser or any of its affiliates, that may be entitled to
        any
        commission or compensation in connection with the sale of the Mortgage Loans
        (except that an entity that previously financed the Seller’s ownership of the
        Mortgage Loans may be entitled to a fee to release its security interest
        in the
        Mortgage Loans, which fee shall have been paid and which security interest
        shall
        have been released on or prior to the Closing Date).

      


      (xii)           There
        is no litigation currently pending or, to the best of the Seller’s knowledge
        without independent investigation, threatened against the Seller that would
        reasonably be expected to adversely affect the transfer of the Mortgage Loans,
        the issuance of the Certificates or the execution, delivery, performance
        or
        enforceability of this Agreement, or that would result in a material adverse
        change in the financial condition of the Seller.

      


      (xiii)           The Seller
        is a HUD approved mortgagee pursuant to Section 203 of the National Housing
        Act.

      


      SECTION
        8.       
      Representations and Warranties of the
        Seller Relating to the Mortgage Loans.

      


      The
        Seller hereby represents and
        warrants to the Purchaser that as to each Mortgage Loan as of the Closing
        Date:

      


      (i)           Information
        provided to the Rating Agencies, including the loan level detail set forth
        on
        the Mortgage Loan Schedule, is true and correct according to the Rating Agency
        requirements;

      


      (ii)           No
        fraud has taken place on the part of the Mortgagor or any other party involved
        in the origination or servicing of the Mortgage Loan;

      


      (iii)           The
        delinquency status of each Mortgage Loan prior to the Cut-off Date, to the
        extent known by the Seller, is set forth in the Prospectus Supplement, dated
        July 6, 2007, prepared in connection with the offering of the Certificates.
        As
        of the Cut-off Date, no Monthly Payment required to be made under any Mortgage
        Loan was more than 30 days delinquent;

      


      (iv)           Neither
        the Seller nor the related originator of the Mortgage Loan has advanced any
        Monthly Payment required under the terms of the Mortgage Note;

      


      (v)           There
        are no delinquent taxes, assessment liens or insurance premiums affecting
        the
        related Mortgaged Property;

      


      (vi)           The
        terms of the Mortgage Note and the Mortgage have not been materially impaired,
        waived, altered or modified in any respect, except by written instruments,
        recorded in the applicable public recording office if necessary to maintain
        the
        lien priority of the Mortgage. The substance of any such waiver, alteration
        or
        modification has been approved by the title insurer, to the extent required
        by
        the related policy. No Mortgagor has been released, in whole or in part,
        except
        in connection with an assumption agreement (approved by the title insurer
        to the
        extent required by the policy);

      


      (vii)           The
        Mortgaged Property is insured against loss by fire and hazards of extended
        coverage (excluding earthquake insurance) in an amount which is at least
        equal
        to the lesser of (i) the amount necessary to compensate for any damage or
        loss
        to the improvements which are a part of such property on a replacement cost
        basis or (ii) the outstanding principal balance of the Mortgage Loan. If
        the
        Mortgaged Property is in an area identified on a flood hazard map or flood
        insurance rate map issued by the Federal Emergency Management Agency as having
        special flood hazards (and such flood insurance has been made available),
        a
        flood insurance policy meeting the requirements of the current guidelines
        of the
        Federal Insurance Administration is in effect. All such insurance policies
        contain a standard mortgagee clause naming the originator of the Mortgage
        Loan,
        its successors and assigns as mortgagee and the Seller has not engaged in
        any
        act or omission which would impair the coverage of any such insurance policies.
        Except as may be limited by applicable law, the Mortgage obligates the Mortgagor
        thereunder to maintain all such insurance at the Mortgagor's cost and expense,
        and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
        to maintain such insurance at Mortgagor's cost and expense and to seek
        reimbursement therefor from the Mortgagor;

      


      (viii)          Any
        and all requirements of any federal, state or local law including, without
        limitation, usury, truth in lending, real estate settlement procedures, consumer
        credit protection, equal credit opportunity, fair housing, predatory, fair
        lending or disclosure laws applicable to the origination and servicing of
        the
        Mortgage Loans, including prepayment charges, if any, have been complied
        with in
        all material respects, and the consummation of the transactions contemplated
        hereby will not involve the violation of any such laws;

      


      (ix)           The
        Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such satisfaction, cancellation, subordination, rescission
        or
        release;

      


      (x)           
        The Mortgage was recorded or was submitted for recording in accordance with
        all
        applicable laws and is a valid, existing and enforceable perfected first
        lien on
        the Mortgaged Property including all improvements on the Mortgaged Property,
        subject only to (a) the lien of the current real property taxes and (b)
        covenants, conditions and restrictions, rights of way and
        easements;

      


      (xi)           The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, insured under the related title
        policy, and enforceable in accordance with its terms, except to the extent
        that
        the enforceability thereof may be limited by a bankruptcy, insolvency or
        reorganization;

      


      (xii)           The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage and has the full right to convey, transfer and sell the
        Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
        lien,
        pledge, charge, claim or security interest and immediately upon the sale,
        assignment and endorsement of the Mortgage Loans from the Seller to the
        Purchaser, the Purchaser shall have good and indefeasible title to and be
        the
        sole legal owner of the Mortgage Loans subject only to any encumbrance, equity,
        lien, pledge, charge, claim or security interest arising out of the Purchaser’s
        actions;

      


      (xiii)           Each
        Mortgage Loan is covered by a valid and binding American Land Title Association
        lender's title insurance policy issued by a title insurer qualified to do
        business in the jurisdiction where the Mortgaged Property is located, which
        title insurance policy is generally acceptable to Fannie Mae and Freddie
        Mac. No
        claims have been filed under such lender's title insurance policy, and the
        Seller has not done, by act or omission, anything that would impair the coverage
        of the lender's title insurance policy;

      


      (xiv)           There
        is no material default, breach, violation event or event of acceleration
        existing under the Mortgage or the Mortgage Note and no event which, with
        the
        passage of time or with notice and the expiration of any grace or cure period,
        would constitute a material default, breach, violation or event of acceleration,
        and the Seller has not, nor has its predecessors, waived any material default,
        breach, violation or event of acceleration;

      


      (xv)           There
        are no mechanics' or similar liens or claims which have been filed for work,
        labor or material provided to the related Mortgaged Property prior to the
        origination of the Mortgage Loan which are or may be liens prior to, or equal
        or
        coordinate with, the lien of the related Mortgage, except as may be disclosed
        in
        the related title policy;

      


      (xvi)          
        Except with respect to approximately 2.39% of the Mortgage Loans, by aggregate
        principal balance as of the Cut-off Date, which are balloon loans and
        approximately 87.90% of the Mortgage Loans by aggregate principal balance
        as of
        the Cut-off Date, which are interest only loans, each Mortgage Note is payable
        on the first day of each month in equal monthly installments of principal
        and
        interest (subject to adjustment in the case of the adjustable rate Mortgage
        Loans), with interest calculated on a 30/360 basis and payable in arrears,
        sufficient to amortize the Mortgage Loan fully by the stated maturity date
        over
        an original term from commencement of amortization to not more than thirty
        (30)
        years.  No Mortgage Loan permits negative amortization;

      


      (xvii)            The
        servicing practices used in connection with the servicing of the Mortgage
        Loans
        have been in all respects reasonable and customary in the mortgage servicing
        industry of like mortgage loan servicers, servicing mortgage loans similar
        to
        the Mortgage Loans in the same jurisdiction as the Mortgaged
        Property;

      


      (xviii)           To
        the best of the Seller’s knowledge, there is no proceeding pending for the total
        or partial condemnation of the Mortgaged Property;

      


      (xix)             The
        Mortgage and related Mortgage Note contain 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
        provided thereby, including, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee's sale, and (b) otherwise by judicial
        foreclosure;

      


      (xx)            
         The Mortgage Note is not and has not been secured by any collateral except
        the lien of the related Mortgage referred to in subsection (x)
        above;

      


      (xxi)              In
        the event the Mortgage constitutes a deed of trust, a trustee, duly qualified
        under applicable law to serve as such, has been properly designated and
        currently so serves and is named in the Mortgage, and no fees or expenses
        are or
        will become payable by the Seller to the trustee under the deed of trust,
        except
        in connection with a trustee's sale after default by the Mortgagor;

      


      (xxii)            The
        Mortgage Loan is not subject to any valid right of rescission, set-off,
        counterclaim or defense, including without limitation the defense of usury,
        nor
        will the operation of any of the terms of the Mortgage Note or the Mortgage,
        or
        the exercise of any right thereunder, render either the Mortgage Note or
        the
        Mortgage unenforceable, in whole or in part, or subject to any such right
        of
        rescission, set-off, counterclaim or defense, including without limitation
        the
        defense of usury, and no such right of rescission, set-off, counterclaim
        or
        defense has been asserted with respect thereto;

      


      (xxiii)            The
        Mortgaged Property is free of material damage and in good repair, excepting
        therefrom any Mortgage Loan subject to an escrow withhold as shown on the
        Mortgage Loan Schedule;

      


      (xxiv)             All
        of the improvements which were included in determining the appraised value
        of
        the Mortgaged Property lie wholly within the Mortgaged Property's boundary
        lines
        and no improvements on adjoining properties encroach upon the Mortgaged
        Property, excepting therefrom: (i) any encroachment insured against in the
        lender's title insurance policy identified in clause (xiii) above, (ii) any
        encroachment generally acceptable to mortgage loan originators doing business
        in
        the same jurisdiction as the Mortgaged Property, and (iii) any encroachment
        which does not materially interfere with the benefits of the security intended
        to be provided by such Mortgage;

      


      (xxv)              All
        parties to the Mortgage Note had the legal capacity to execute the Mortgage
        Note
        and the Mortgage, and the Mortgage Note and the Mortgage have been duly executed
        by such parties;

      


      (xxvi)             To
        the best of the Seller’s knowledge, at the time of origination of the Mortgage
        Loan, no appraised improvement located on or being part of the Mortgaged
        Property was in violation of any applicable zoning law or regulation and
        all
        inspections, licenses and certificates required in connection with the
        origination of any Mortgage Loan with respect to the occupancy of the Mortgaged
        Property, have been made or obtained from the appropriate
        authorities;

      


      (xxvii)             No
        Mortgagor has notified the Seller of any relief requested or allowed under
        the
        Servicemembers Civil Relief Act;

      


      (xxviii)            All
        parties which have held an interest in the Mortgage Loan are (or during the
        period in which they held and disposed of such interest, were) (1) in compliance
        with any and all applicable licensing requirements of the state wherein the
        Mortgaged Property is located, (2) organized under the laws of such state,
        (3)
        qualified to do business in such state, (4) a federal savings and loan
        association or national bank, (5) not doing business in such state, or (6)
        exempt from the applicable licensing requirements of such state;

      


      (xxix)              The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        was
        made prior to the approval of the Mortgage Loan by a qualified appraiser,
        duly
        appointed by the related originator and was made in accordance with the
        Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and
        the
        Uniform Standards of Professional Appraisal Practice;

      


      (xxx)                Except
        as may otherwise be limited by applicable law, the Mortgage contains an
        enforceable provision for the acceleration of the payment of the unpaid
        principal balance of the Mortgage Loan in the event that the Mortgaged Property
        is sold or transferred without the prior written consent of the Mortgagee
        thereunder;

      


      (xxxi)             
        The Mortgage Loan does not contain any provision which would constitute a
        “buydown” provision and pursuant to which Monthly Payments are paid or partially
        paid with funds deposited in a separate account established by the related
        originator, the Mortgagor or anyone on behalf of the Mortgagor, or paid by
        any
        source other than the Mortgagor. The Mortgage Loan is not a “graduated payment
        mortgage loan” and the Mortgage loan does not have a shared appreciation or
        other contingent interest feature;

      


      (xxxii)             To
        the best of the Seller’s knowledge there is no action or proceeding directly
        involving the Mortgaged Property presently pending in which compliance with
        any
        environmental law, rule or regulation is at issue and the Seller has received
        no
        notice of any condition at the Mortgaged Property which is reasonably likely
        to
        give rise to an action or proceeding in which compliance with any environmental
        law, rule or regulation is at issue;

      


      (xxxiii)             Each
        Mortgage Loan is an obligation which is principally secured by an interest
        in
        real property within the meaning of Treasury Regulation section
        1.860G-2(a);

      


      (xxxiv)            Each
        Mortgage Loan is directly secured by a first lien on, and consists of a single
        parcel of, real property with a detached one-to-four family residence erected
        thereon, a townhouse or an individual condominium unit in a condominium project,
        or an individual unit in a planned unit development (“PUD”).  No
        residence or dwelling is a leasehold, mobile home or a manufactured dwelling
        unless it is an Acceptable Manufactured Dwelling.  An “Acceptable
        Manufactured Dwelling” is a manufactured dwelling, which is permanently affixed
        to a foundation and treated as “real estate” under applicable law. No Mortgaged
        Property is used for commercial purposes. Mortgaged Properties which contain
        a
        home office shall not be considered as being used for commercial purposes
        as
        long as the Mortgaged Property has not been altered for commercial purposes
        and
        is not storing any chemicals or raw materials other than those commonly used
        for
        homeowner repair, maintenance and/or household purposes;

      


      (xxxv)              The
        Mortgage Interest Rate payable by the Mortgagor with respect to the Adjustable
        Rate Mortgage Loans is subject to adjustment at the time and in the amounts
        as
        are set forth in the related Mortgage Note;

      


      (xxxvi)     [Reserved];

      


      (xxxvii)    [Reserved];

      


      (xxxviii)     No
        Mortgage Loan is
        subject to the Home Ownership and Equity Protection Act of 1994 (“HOEPA”) or any
        comparable law and no Mortgage Loan is classified and/or defined as a “high
        cost”, “covered”, (excluding home loans defined as “covered home loans” in the
        New Jersey Home Ownership Security Act of 2002 that were originated between
        November 26, 2003 and July 7, 2004), “high risk home” or “predatory” loan under
        any other federal, state or local law or regulation or ordinance (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);

      


      (xxxix)               No
        Mortgage Loan was selected from the mortgage loans in the Seller’s portfolio in
        a manner so as to affect adversely the interests of the Purchaser;

      


      (xl)            
        Each Mortgage File contains a full appraisal on form 1004 or 2055 with an
        interior inspection (or the equivalent form for two-to four-family and investor
        properties), or on a similar alternate form which includes substantially
        similar
        information to that required such forms, as applicable;

      


      (xli)           
        Each Mortgage Loan is and will be a mortgage loan arising out of the
        originator’s practice in accordance with the originator’s underwriting
        guidelines;

      


      (xlii)           As
        of the Closing Date, the Seller has no knowledge of any fact that should
        lead it
        to expect that the Mortgage Loan will not be paid in full when due;

      


      (xliii)           No
        Mortgage Loan is a “high cost loan” or a “covered loan”, as applicable (as such
        terms are defined in the then current Standard & Poor’s LEVELS Version 6.0
        Glossary Revised, Appendix E;

      


      (xliv)           No
        Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
        is
        governed by the Georgia Fair Lending Act; and

       

      (xlv)             The
        information set forth in the applicable part of the Mortgage Loan Schedule
        relating to the existence of a Prepayment Charge is complete, true and correct
        in all material respects at the date or dates on which such information is
        furnished respecting with such information is furnished, and each Prepayment
        Charge is permissible and enforceable in accordance with its terms upon the
        Mortgagor's full and voluntary principal prepayment under applicable federal,
        state or local law, except to the extent that: (1) the enforceability thereof
        may be limited by bankruptcy, insolvency, moratorium, receivership and other
        similar laws relating to creditors' rights; (2) the collectability thereof
        may
        be limited due to acceleration in connection with a foreclosure or other
        involuntary prepayment; or (3) subsequent changes in applicable law may limit
        or
        prohibit enforceability thereof.

      


      SECTION
        9.      Repurchase
        Obligation for Defective Documentation and for Breach of Representation and
        Warranty.

      


      (a)  The
        representations and warranties
        contained in Section 8 shall not be impaired by any review and examination
        of
        loan files or other documents evidencing or relating to the Mortgage Loans
        or
        any failure on the part of the Seller or the Purchaser to review or examine
        such
        documents and shall inure to the benefit of any assignee, transferee or designee
        of the Purchaser, including the Trustee for the benefit of the
        Certificateholders and the Certificate Insurer. With respect to the
        representations and warranties contained herein as to which the Seller has
        no
        knowledge, if it is discovered that the substance of any such representation
        and
        warranty was inaccurate as of the date such representation and warranty was
        made
        or deemed to be made, and such inaccuracy materially and adversely affects
        the
        value of the related Mortgage Loan or the interest therein of the Purchaser
        or
        the Purchaser’s assignee, transferee or designee, then notwithstanding the lack
        of knowledge by the Seller with respect to the substance of such representation
        and warranty being inaccurate at the time the representation and warranty
        was
        made, the Seller shall take such action described in the following paragraph
        in
        respect of such Mortgage Loan.   Notwithstanding anything to the
        contrary contained herein, any breach of a representation or warranty contained
        in clauses (viii), (xxxviii), (xliii), and/or (xliv), of Section 8 above,
        shall
        be automatically deemed to affect materially and adversely the interests
        of the
        Purchaser or the Purchaser’s assignee, transferee or designee.

      


      Upon
        discovery by the Seller, the
        Purchaser or any assignee, transferee or designee of the Purchaser of any
        materially defective document in, or that any material document was not
        transferred by the Seller (as listed on an exception report attached to the
        initial certification prepared by the Custodian, on behalf of the Trustee),
        or
        of a breach of any of the representations and warranties contained in Section
        8
        that materially and adversely affects the value of any Mortgage Loan or the
        interest therein of the Purchaser or the Purchaser’s assignee, transferee or
        designee, the party discovering such breach shall give prompt written notice
        to
        the Seller. Within 90 days of its discovery or its receipt of notice of any
        such
        missing documentation that was not transferred by the Seller as described
        above,
        or of materially defective documentation, or within 90 days of any such breach
        of a representation and warranty, the Seller promptly shall deliver such
        missing
        document or cure such defect or breach in all material respects or, in the
        event
        the Seller cannot deliver such missing document or cannot cure such defect
        or
        breach, the Seller shall, within 90 days of its discovery or receipt of notice
        of any such missing or materially defective documentation or within 90 days
        of
        any such breach of a representation and warranty, either (i) repurchase the
        affected Mortgage Loan at the Purchase Price (as such term is defined in
        the
        Pooling and Servicing Agreement) or (ii) pursuant to the provisions of the
        Pooling and Servicing Agreement, cause the removal of such Mortgage Loan
        from
        the Trust Fund and substitute one or more Replacement Mortgage
        Loans.  The Seller shall amend the Closing Schedule to reflect the
        withdrawal of such Mortgage Loan from the terms of this Agreement and the
        Pooling and Servicing Agreement.  The Seller shall deliver to the
        Purchaser such amended Closing Schedule and shall deliver such other documents
        as are required by this Agreement or the Pooling and Servicing Agreement
        within
        five (5) days of any such amendment. Any repurchase pursuant to this Section
        9(a) shall be accomplished by transfer to an account designated by the Purchaser
        of the amount of the Purchase Price in accordance with Section 2.03 of the
        Pooling and Servicing Agreement. Any repurchase required by this Section
        shall
        be made in a manner consistent with Section 2.03 of the Pooling and Servicing
        Agreement.

      


      (b)  If
        the representation made by the
        Seller in Section 8(xlv) is breached, the Seller shall not have the right
        or
        obligation to cure, substitute or repurchase the affected Mortgage Loan but
        shall remit to the Servicer servicing such Mortgage Loan for deposit in the
        Collection Account, prior to the next succeeding Servicer Remittance Date,
        the
        amount of the Prepayment Charge indicated on the applicable part of the Mortgage
        Loan Schedule to be due from the Mortgagor in the circumstances less any
        amount
        collected and remitted to such Servicer for deposit into the Collection
        Account.

      


      (c)  It
        is understood and agreed that the
        obligations of the Seller set forth in this Section 9 to cure or repurchase
        a
        defective Mortgage Loan (and to make payments pursuant to Section 9(b))
        constitute the sole remedies of the Purchaser against the Seller respecting
        a
        missing document or a breach of the representations and warranties contained
        in
        Section 8.

      


      SECTION
        10.        Closing;
        Payment for the Mortgage Loans.  The closing of the purchase and
        sale of the Mortgage Loans shall be held at the New York City office of Thacher
        Proffitt & Wood LLP at 10:00 a.m. New York City time on the Closing
        Date.

      


      The
        closing shall be subject to each of
        the following conditions:

      


      (a)           All
        of the representations and warranties of the Seller under this Agreement
        shall
        be true and correct in all material respects as of the date as of which they
        are
        made and no event shall have occurred which, with notice or the passage of
        time,
        would constitute a default under this Agreement;

      


      (b)           The
        Purchaser shall have received, or the attorneys of the Purchaser shall have
        received in escrow (to be released from escrow at the time of closing), all
        Closing Documents as specified in Section 11 of this Agreement, in such forms
        as
        are agreed upon and acceptable to the Purchaser, duly executed by all
        signatories other than the Purchaser as required pursuant to the respective
        terms thereof;

      


      (c)           The
        Seller shall have delivered or caused to be delivered and released to the
        Purchaser or to its designee, all documents (including without limitation,
        the
        Mortgage Loans) required to be so delivered by the Purchaser pursuant to
        Section
        2.01 of the Pooling and Servicing Agreement; and

      


      (d)           All
        other terms and conditions of this Agreement and the Pooling and Servicing
        Agreement shall have been complied with.

      


      Subject
        to the foregoing conditions,
        the Purchaser shall deliver or cause to be delivered to the Seller on the
        Closing Date, against delivery and release by the Seller to the Trustee of
        all
        documents required pursuant to the Pooling and Servicing Agreement, the
        consideration for the Mortgage Loans as specified in Section 3 of this
        Agreement.

      


      SECTION
        11.              Closing
        Documents. Without limiting the generality of Section 10 hereof, the closing
        shall be subject to delivery of each of the following documents:

      


      (a)           An
        Officers’ Certificate of the Seller, dated the Closing Date, upon which the
        Purchaser and the Underwriters may rely with respect to certain facts regarding
        the sale of the Mortgage Loans by the Seller to the Purchaser;

      


      (b)           An
        Opinion of Counsel of the Seller, dated the Closing Date and addressed to
        the
        Purchaser and the Underwriters;

      


      (c)           Such
        opinions of counsel as the Rating Agencies, the Certificate Insurer or the
        Trustee may request in connection with the sale of the Mortgage Loans by
        the
        Seller to the Purchaser or the Seller’s execution and delivery of, or
        performance under, this Agreement; and

      


      (d)           Such
        further information, certificates, opinions and documents as the Purchaser
        or
        the Underwriters may reasonably request.

      


      SECTION
        12.              Costs.
        The Seller shall pay (or shall reimburse the Purchaser or any other Person
        to
        the extent that the Purchaser or such other Person shall pay) all costs and
        expenses incurred in connection with the transfer and delivery of the Mortgage
        Loans, including without limitation, fees for title policy endorsements and
        continuations, the fees and expenses of the Seller’s accountants and attorneys,
        the costs and expenses incurred in connection with producing a Servicer’s loan
        loss, foreclosure and delinquency experience, and the costs and expenses
        incurred in connection with obtaining the documents referred to in Sections
        11(b) and 11(c), the costs and expenses of printing (or otherwise reproducing)
        and delivering this Agreement, the Pooling and Servicing Agreement, the
        Certificates, the prospectus and prospectus supplement, and any private
        placement memorandum relating to the Certificates and other related documents,
        the initial fees, costs and expenses of the Trustee and its counsel, the
        fees
        and expenses of the Purchaser’s counsel in connection with the preparation of
        all documents relating to the securitization of the Mortgage Loans, the filing
        fee charged by the Securities and Exchange Commission for registration of
        the
        Certificates and the fees charged by any rating agency to rate the Certificates.
        The Seller shall pay all costs and expenses related to recording the Assignments
        of Mortgage.  All other costs and expenses in connection with the
        transactions contemplated hereunder shall be borne by the party incurring
        such
        expense.

      


      SECTION
        13.                Mandatory
        Delivery; Grant of Security Interest. The sale and delivery on the Closing
        Date of the Mortgage Loans described on the Mortgage Loan Schedule in accordance
        with the terms and conditions of this Agreement is mandatory. It is specifically
        understood and agreed that each Mortgage Loan is unique and identifiable
        on the
        date hereof and that an award of money damages would be insufficient to
        compensate the Purchaser for the losses and damages incurred by the Purchaser
        in
        the event of the Seller’s failure to deliver the Mortgage Loans on or before the
        Closing Date. The Seller hereby grants to the Purchaser a lien on and a
        continuing security interest in the Seller’s interest in each Mortgage Loan and
        each document and instrument evidencing each such Mortgage Loan to secure
        the
        performance by the Seller of its obligation hereunder, and the Seller agrees
        that it holds such Mortgage Loans in custody for the Purchaser, subject to
        the
        Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to
        the extent permitted by this Agreement and (ii) obligation to deliver or
        cause
        to be delivered the consideration for the Mortgage Loans pursuant to Section
        3
        hereof. Any Mortgage Loans rejected by the Purchaser shall concurrently
        therewith be released from the security interest created hereby. All rights
        and
        remedies of the Purchaser under this Agreement are distinct from, and cumulative
        with, any other rights or remedies under this Agreement or afforded by law
        or
        equity and all such rights and remedies may be exercised concurrently,
        independently or successively.

      


      Notwithstanding
        the foregoing, if on
        the Closing Date, each of the conditions set forth in Section 10 hereof shall
        have been satisfied and the Purchaser shall not have paid or caused to be
        paid
        the Purchase Price, or any such condition shall not have been waived or
        satisfied and the Purchaser determines not to pay or cause to be paid the
        Purchase Price, the Purchaser shall immediately effect the redelivery of
        the
        Mortgage Loans, if delivery to the Purchaser has occurred, and the security
        interest created by this Section 13 shall be deemed to have been
        released.

      


      SECTION
        14.              Notices.
        All demands, notices and communications hereunder shall be in writing and
        shall
        be deemed to have been duly given if personally delivered to or mailed by
        registered mail, postage prepaid, or transmitted by fax and, receipt of which
        is
        confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
        Two
        World Financial Center, Building B, 21st Floor,
        New York,
        New York 10281, fax: (212) 667-1024, Attention: Legal Department (NAAC 2007-3),
        or such other address as may hereafter be furnished to the Seller in writing
        by
        the Purchaser; and if to the Seller, addressed to the Seller at Two World
        Financial Center, Building B, 21st Floor,
        New York,
        New York 10281, fax: (212) 667-9680, Attention: Brett Marvin, or to such
        other
        address as the Seller may designate in writing to the Purchaser.

      


      SECTION
        15.              Severability
        of Provisions. Any part, provision, representation or warranty of this
        Agreement that is prohibited or that is held to be void or unenforceable
        shall
        be ineffective to the extent of such prohibition or unenforceability without
        invalidating the remaining provisions hereof.  Any part, provision,
        representation or warranty of this Agreement that is prohibited or unenforceable
        or is held to be void or unenforceable in any jurisdiction shall, as to such
        jurisdiction, be ineffective to the extent of such prohibition or
        unenforceability without invalidating the remaining provisions hereof, and
        any
        such prohibition or unenforceability in any jurisdiction as to any Mortgage
        Loan
        shall not invalidate or render unenforceable such provision in any other
        jurisdiction. To the extent permitted by applicable law, the parties hereto
        waive any provision of law which prohibits or renders void or unenforceable
        any
        provision hereof.

      


      SECTION
        16.     Agreement of
        Parties.  The Seller and the Purchaser each agree to execute and
        deliver such instruments and take such actions as either of the others may,
        from
        time to time, reasonably request in order to effectuate the purpose and to
        carry
        out the terms of this Agreement and the Pooling and Servicing
        Agreement.

      


      SECTION
        17.              Survival.    The
        Seller agrees that the representations, warranties and agreements made by
        it
        herein and in any certificate or other instrument delivered pursuant hereto
        shall be deemed to be relied upon by the Purchaser, notwithstanding any
        investigation heretofore or hereafter made by the Purchaser or on its behalf,
        and that the representations, warranties and agreements made by the Seller
        herein or in any such certificate or other instrument shall survive the delivery
        of and payment for the Mortgage Loans and shall continue in full force and
        effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
        Notes and notwithstanding subsequent termination of this Agreement, the Pooling
        and Servicing Agreement or the Trust Fund.

      


      SECTION
        18.     GOVERNING
        LAW.  THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND
        RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED
        IN
        ACCORDANCE WITH THE LAWS (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS
        OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
        SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL
        GOVERN.

      


      SECTION
        19.               Miscellaneous.
        This Agreement may be executed in two or more counterparts, each of which
        when
        so executed and delivered shall be an original, but all of which together
        shall
        constitute one and the same instrument. This Agreement shall inure to the
        benefit of and be binding upon the parties hereto and their respective
        successors and assigns. This Agreement supersedes all prior agreements and
        understandings relating to the subject matter hereof. Neither this Agreement
        nor
        any term hereof may be changed, waived, discharged or terminated orally,
        but
        only by an instrument in writing signed by the party against whom enforcement
        of
        the change, waiver, discharge or termination is sought. The headings in this
        Agreement are for purposes of reference only and shall not limit or otherwise
        affect the meaning hereof.

      


      It
        is the express intent of the parties
        hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser
        as provided in Section 4 hereof be, and be construed as, a sale of the Mortgage
        Loans by the Seller to the Purchaser and not as a pledge of the Mortgage
        Loans
        by the Seller to the Purchaser to secure a debt or other obligation of the
        Seller. However, in the event that, notwithstanding the aforementioned intent
        of
        the parties, the Mortgage Loans are held to be property of the Seller, then
        (a)
        it is the express intent of the parties that such conveyance be deemed a
        pledge
        of the Mortgage Loans by the Seller to the Purchaser to secure a debt or
        other
        obligation of the Seller and (b) (1) this Agreement shall also be deemed
        to be a
        security agreement within the meaning of Articles 8 and 9 of the New York
        Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
        shall be deemed to be a grant by the Seller to the Purchaser of a security
        interest in all of the Seller’s right, title and interest in and to the Mortgage
        Loans and all amounts payable to the holders of the Mortgage Loans in accordance
        with the terms thereof and all proceeds of the conversion, voluntary or
        involuntary, of the foregoing into cash, instruments, securities or other
        property, including without limitation all amounts, other than investment
        earnings, from time to time held or invested in the Collection Account whether
        in the form of cash, instruments, securities or other property; (3) the
        possession by the Purchaser or its agent of Mortgage Notes, the related
        Mortgages and such other items of property that constitute instruments, money,
        negotiable documents or chattel paper shall be deemed to be “possession by the
        secured party” for purposes of perfecting the security interest pursuant to
        Section 9-305 of the New York Uniform Commercial Code; and (4) notifications
        to
        persons holding such property and acknowledgments, receipts or confirmations
        from persons holding such property shall be deemed notifications to, or
        acknowledgments, receipts or confirmations from, financial intermediaries,
        bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
        such security interest under applicable law. Any assignment of the interest
        of
        the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be
        an
        assignment of any security interest created hereby. The Seller and the Purchaser
        shall, to the extent consistent with this Agreement, take such actions as
        may be
        necessary to ensure that, if this Agreement were deemed to create a security
        interest in the Mortgage Loans, such security interest would be deemed to
        be a
        perfected security interest of first priority under applicable law and will
        be
        maintained as such throughout the term of this Agreement and the Pooling
        and
        Servicing Agreement.

      


      SECTION
        20.               Third
        Party Beneficiary. For purposes of this Agreement the Certificate Insurer
        shall be considered a third party beneficiary to this Agreement entitled
        to all
        the rights and benefits accruing to the Certificate Insurer herein, as if
        it was
        a direct party to this Agreement.

      


      


      [Signature
        page to follow]

       

       
        
          

        

        * Please
          contact Nomura Credit & Capital, Inc. for pricing
          information.

      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      IN
        WITNESS WHEREOF, the Purchaser and
        the Seller have caused their names to be signed by their respective officers
        thereunto duly authorized as of the date first above written.

      


      
        
          	 	 	 	 	 	 	 	
                  NOMURA
                    CREDIT & CAPITAL, INC.

                   

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                  
                    /s/
                      Jeane Leschak

                  

                
	 	 	 	 	 	 	 	
                  Name:

                	Jeane
                  Leschak
	 	 	 	 	 	 	 	
                  Title:

                	Director


        

         

         

        
 

      

      
        
          	 	 	 	 	 	 	 	
                  
                    NOMURA
                      ASSET ACCEPTANCE CORPORATION

                     

                  

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                  
                    /s/
                      John P. Graham

                  

                
	 	 	 	 	 	 	 	
                  Name:

                	John
                  P. Graham
	 	 	 	 	 	 	 	
                  Title:

                	President


        

                                         
          

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        1

      


      CONTENTS
        OF MORTGAGE FILE

      


      With
        respect to each Mortgage Loan, the
        Mortgage File shall include each of the following items, which shall be
        available for inspection by the Purchaser or its designee, and which shall
        be
        delivered to the Purchaser or its designee pursuant to the terms of the
        Agreement.


       

      (a)  the
        original Mortgage Note (including all riders thereto) bearing all intervening
        endorsements necessary to show a complete chain of endorsements from the
        original payee, endorsed in blank, via original signature, and, if previously
        endorsed, signed in the name of the last endorsee by a duly qualified officer
        of
        the last endorsee.   If the Mortgage Loan was acquired by the
        last endorsee in a merger, the endorsement must be by “[name of last endorsee],
        successor by merger to [name of predecessor]”. If the Mortgage Loan was acquired
        or originated by the last endorsee while doing business under another name,
        the
        endorsement must be by “[name of last endorsee], formerly known as [previous
        name]”;

       

      (b)  the
        original Assignment of Mortgage executed in blank;

       

      (c)  the
        original of any guarantee executed in connection with the Mortgage Note,
        if
        any;

       

      (d)  the
        original Mortgage (including all riders thereto) with evidence of recording
        thereon and the original recorded power of attorney, if the Mortgage was
        executed pursuant to a power of attorney, with evidence of recording thereon,
        and in the case of each MOM Loan, the original Mortgage, noting the presence
        of
        the MIN of the Mortgage Loan and either language indicating that the Mortgage
        Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
        the original Mortgage and the assignment thereof to MERS®, with evidence of
        recording indicated thereon; or, if the original Mortgage with evidence of
        recording thereon has not been returned by the public recording office where
        such Mortgage has been delivered for recordation or such Mortgage has been
        lost
        or such public recording office retains the original recorded Mortgage, a
        photocopy of such Mortgage, together with (i) in the case of a delay caused
        by
        the public recording office, an Officer’s Certificate of the title insurer
        insuring the Mortgage, the escrow agent, the seller or the Servicer servicing
        such Mortgage Loan stating that such Mortgage has been delivered to the
        appropriate public recording office for recordation and that the original
        recorded Mortgage or a copy of such Mortgage certified by such public recording
        office to be a true and complete copy of the original recorded Mortgage will
        be
        promptly delivered to the Custodian upon receipt thereof by the party delivering
        the Officer’s Certificate or by such Servicer; or (ii) in the case of a Mortgage
        where a public recording office retains the original recorded Mortgage or
        in the
        case where a Mortgage is lost after recordation in a public recording office,
        a
        copy of such Mortgage with the recording information thereon certified by
        such
        public recording office to be a true and complete copy of the original recorded
        Mortgage;

       

      (e)  the
        originals of all assumption, modification, consolidation or extension
        agreements, with evidence of recording thereon, if any;

       

      (f)  the
        originals of any intervening assignments of mortgage with evidence of recording
        thereon evidencing a complete chain of ownership from the originator of the
        Mortgage Loan to the last assignee, or if any such intervening assignment
        of
        mortgage has not been returned from the applicable public recording office
        or
        has been lost or if such public recording office retains the original recorded
        intervening assignments of mortgage, a photocopy of such intervening assignment
        of mortgage, together with (i) in the case of a delay caused by the public
        recording office, an Officer’s Certificate of the title insurer insuring the
        Mortgage, the escrow agent, the seller or the Servicer servicing such Mortgage
        Loan stating that such intervening assignment of mortgage has been delivered
        to
        the appropriate public recording office for recordation and that such original
        recorded intervening assignment of mortgage or a copy of such intervening
        assignment of mortgage certified by the appropriate public recording office
        to
        be a true and complete copy of the original recorded intervening assignment
        of
        mortgage will be promptly delivered to the Custodian upon receipt thereof
        by the
        party delivering the Officer’s Certificate or by such Servicer; or (ii) in the
        case of an intervening assignment of mortgage where a public recording office
        retains the original recorded intervening assignment of mortgage or in the
        case
        where an intervening assignment of mortgage is lost after recordation in
        a
        public recording office, a copy of such intervening assignment of mortgage
        with
        recording information thereon certified by such public recording office to
        be a
        true and complete copy of the original recorded intervening assignment of
        mortgage;

       

      (g)  if
        the
        Mortgage Note, the Mortgage, any Assignment of Mortgage, or any other related
        document has been signed by a Person on behalf of the Mortgagor, the original
        power of attorney or other instrument that authorized and empowered such
        Person
        to sign;

       

      (h)  the
        original lender’s title insurance policy in the form of an ALTA mortgage title
        insurance policy or, if the original lender’s title insurance policy has not
        been issued, the irrevocable commitment to issue the same; and

       

      (i)  the
        original of any security agreement, chattel mortgage or equivalent document
        executed in connection with the Mortgage, if any.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        2

       

      FORM
        OF LOST NOTE AFFIDAVIT

      


      Loan
        #:                      

      Borrower:                                

      


      LOST
        NOTE
        AFFIDAVIT


      


      I,
        as _____________________ of
        ____________________, a _______________  am authorized to make this
        Affidavit on behalf of Nomura Credit & Capital, Inc. (the “Seller”). In
        connection with the administration of the Mortgage Loans held by
        ______________________, a _______________ [corporation] as Seller on behalf
        of
        ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

       

    

    
      
        
          	 	
                  1.

                	
                  The
                    Seller’s address is:

                	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                  2.

                	
                  The
                    Seller previously delivered to the Purchaser a signed Initial
                    Certification with respect to such Mortgage and/or Assignment
                    of
                    Mortgage;

                
	 	 	 
	 	
                  3.

                	
                  Such
                    Mortgage Note and/or Assignment of Mortgage was assigned or sold
                    to the
                    Purchaser by __________________, a _________________ pursuant
                    to the terms
                    and provisions of a Mortgage Loan Purchase Agreement dated as
                    of July 10,
                    2007;

                
	 	 	 
	 	
                  4.

                	
                  Such
                    Mortgage Note and/or Assignment of Mortgage is not outstanding
                    pursuant to
                    a request for release of Documents;

                
	 	 	 
	 	
                  5.

                	
                  Aforesaid
                    Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
                    lost;

                
	 	 	 
	 	
                  6.

                	
                  Deponent
                    has made or caused to be made a diligent search for the Original
                    and has
                    been unable to find or recover same;

                
	 	 	 
	 	
                  7.

                	
                  The
                    Seller was the Seller of the Original at the time of the loss;
                    and

                
	 	 	 
	 	
                  8.

                	
                  Deponent
                    agrees that, if said Original should ever come into Seller’s possession,
                    custody or power, Seller will immediately and without consideration
                    surrender the Original to the Purchaser.

                
	 	 	 
	 	
                  9.

                	
                  Attached
                    hereto is a true and correct copy of (i) the Note, endorsed in
                    blank by
                    the Mortgagee and (ii) the Mortgage or Deed of Trust (strike
                    one) which
                    secures the Note, which Mortgage or Deed of Trust is recorded
                    in the
                    county where the property is located.

                
	 	 	 
	 	
                  10.

                	
                  Deponent
                    hereby agrees that the Seller (a) shall indemnify and hold harmless
                    the
                    Purchaser, its successors and assigns, against any loss, liability
                    or
                    damage, including reasonable attorney’s fees, resulting from the
                    unavailability of any Notes, including but not limited to any
                    loss,
                    liability or damage arising from (i) any false statement contained
                    in this
                    Affidavit, (ii) any claim of any party that purchased a mortgage
                    loan
                    evidenced by the Lost Note or any interest in such mortgage loan,
                    (iii)
                    any claim of any borrower with respect to the existence of terms
                    of a
                    mortgage loan evidenced by the Lost Note on the related property
                    to the
                    fact that the mortgage loan is not evidenced by an original note
                    and (iv)
                    the issuance of a new instrument in lieu thereof (items (i) through
                    (iv)
                    above hereinafter referred to as the “Losses”) and (b) if required by any
                    Rating Agency in connection with placing such Lost Note into
                    a
                    Pass-Through Transfer, shall obtain a surety from an insurer
                    acceptable to
                    the applicable Rating Agency to cover any Losses with respect
                    to such Lost
                    Note.

                
	 	 	 
	 	
                  11.

                	
                  This
                    Affidavit is intended to be relied upon by the Purchaser, its
                    successors
                    and assigns. Nomura Credit & Capital, Inc., represents and warrants
                    that is has the authority to perform its obligations under this
                    Affidavit
                    of Lost Note.

                


        



      Executed
        this _ day of _______, 200_.

      


      
        
          	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                  
                     

                  

                
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

         

      

       

      


      On
        this __ day of ______, 200_, before
        me appeared ______________________  to me personally known, who being
        duly sworn did say that he is the _______________________ of
        ____________________, a ______________________ and that said Affidavit of
        Lost
        Note was signed and sealed on behalf of such corporation and said acknowledged
        this instrument to be the free act and deed of said entity.

      


      Signature:

      


      [Seal]

    

    
    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D

     

    TRANSFER
      AFFIDAVIT AND AGREEMENT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    ___________________________
      being duly sworn, deposes, represents and warrants as follows:

     

    
      	
               

            	
              1.

            	
              I
                am a _____________________ of _______________________________ (the
                “Investor”) a corporation duly organized and existing under the laws of
                _________________________, the record owner of Nomura Asset Acceptance
                Corporation, Alternative Loan Trust, Series 2007-3 Mortgage Pass-Through
                Certificates, Class [R][R-X] Certificates (the “Class [R][R-X]
                Certificates”), on behalf of whom I make this affidavit and agreement.
                Capitalized terms used but not defined herein have the respective
                meanings
                assigned thereto in the Pooling and Servicing Agreement pursuant
                to which
                the Class [R][R-X] Certificates were
                issued.

            


    

     

    
      	
               

            	
              2.

            	
              The
                Investor (i) is and will be a “Permitted Transferee” as of
                ____________________. ____ and (ii) is acquiring the Class [R][R-X]
                Certificates for its own account or for the account of another Investor
                from which it has received an affidavit in substantially the same
                form as
                this affidavit. A “Permitted Transferee” is any person other than a
                “disqualified organization” or a possession of the United
                States.  For this purpose, a “disqualified organization” means
                the United States, any state or political subdivision thereof, any
                agency
                or instrumentality of any of the foregoing (other than an instrumentality
                all of the activities of which are subject to tax and, except for
                the
                Federal Home Loan Mortgage Corporation, a majority of whose board
                of
                directors is not selected by any such governmental entity) or any
                foreign
                government, international organization or any agency or instrumentality
                of
                such foreign government or organization, any real electric or telephone
                cooperative, or any organization (other than certain farmers’
                cooperatives) that is generally exempt from federal income tax unless
                such
                organization is subject to the tax on unrelated business taxable
                income.

            


    

     

    
      	
               

            	
              3.

            	
              The
                Investor is aware (i) of the tax that would be imposed on transfers
                of the
                Class [R][R-X] Certificates to disqualified organizations under the
                Internal Revenue Code of 1986 that applies to all transfers of the
                Class
                [R][R-X] Certificates after July 31, 1988; (ii) that such tax would
                be on
                the transferor or, if such transfer is through an agent (which person
                includes a broker, nominee or middleman) for a non-Permitted Transferee,
                on the agent; (iii) that the person otherwise liable for the tax
                shall be
                relieved of liability for the tax if the transferee furnishes to
                such
                person an affidavit that the transferee is a Permitted Transferee
                and, at
                the time of transfer, such person does not have actual knowledge
                that the
                affidavit is false; and (iv) that each of the Class [R][R-X] Certificates
                may be a “noneconomic residual interest”  within the meaning of
                proposed Treasury regulations promulgated under the Code and that
                the
                transferor of a “noneconomic residual interest” will remain liable for any
                taxes due with respect to the income on such residual interest, unless
                no
                significant purpose of the transfer is to impede the assessment or
                collection of tax.

            


    

     

    
      	
               

            	
              4.

            	
              The
                Investor is aware of the tax imposed on a “pass-through entity” holding
                the Class [R][R-X] Certificates if, at any time during the taxable year of
                the pass-through entity, a non-Permitted Transferee is the record
                holder
                of an interest in such entity. (For this purpose, a “pass-through entity”
                includes a regulated investment company, a real estate investment
                trust or
                common trust fund, a partnership, trust or estate, and certain
                cooperatives.)

            


    

     

    
      	
               

            	
              5.

            	
              The
                Investor is aware that the Securities Administrator will not register
                the
                transfer of any Class [R][R-X] Certificate unless the transferee,
                or the
                transferee’s agent, delivers to the Securities Administrator, among other
                things, an affidavit in substantially the same form as this affidavit.
                The
                Investor expressly agrees that it will not consummate any such transfer
                if
                it knows or believes that any of the representations contained in
                such
                affidavit and agreement are false.

            


    

     

    
      	
               

            	
              6.

            	
              The
                Investor consents to any additional restrictions or arrangements
                that
                shall be deemed necessary upon advice of counsel to constitute a
                reasonable arrangement to ensure that the Class [R][R-X] Certificates
                will
                only be owned, directly or indirectly, by an Investor that is a Permitted
                Transferee.

            


    

     

    
      	
               

            	
              7.

            	
              The
                Investor’s taxpayer identification number is
                ________________.

            


    

     

    
      	
               

            	
              8.

            	
              The
                Investor has reviewed the restrictions set forth on the face of the
                Class
                [R][R-X] Certificates and the provisions of Section 6.02(c) of the
                Pooling
                and Servicing Agreement under which the Class [R][R-X] Certificates
                were
                issued (in particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d)
                which authorize the Securities Administrator to deliver payments
                to a
                person other than the Investor and negotiate a mandatory sale by
                the
                Securities Administrator in the event that the Investor holds such
                Certificate in violation of Section 6.02(c)); and that the Investor
                expressly agrees to be bound by and to comply with such restrictions
                and
                provisions.

            


    

     

    
      	
               

            	
              9.

            	
              The
                Investor is not acquiring and will not transfer the Class [R][R-X]
                Certificates in order to impede the assessment or collection of any
                tax.

            


    

     

    
      	
               

            	
              10.

            	
              The
                Investor anticipates that it will, so long as it holds the Class
                [R][R-X]
                Certificates, have sufficient assets to pay any taxes owed by the
                holder
                of such Class [R][R-X] Certificates, and hereby represents to and
                for the
                benefit of the person from whom it acquired the Class [R][R-X]
                Certificates that the Investor intends to pay taxes associated with
                holding such Class [R][R-X] Certificates as they become due, fully
                understanding that it may incur tax liabilities in excess of any
                cash
                flows generated by the Class [R][R-X]
                Certificates.

            


    

     

    
      	
               

            	
              11.

            	
              The
                Investor has no present knowledge that it may become insolvent or
                subject
                to a bankruptcy proceeding for so long as it holds the Class [R][R-X]
                Certificates.

            


    

     

    
      	
               

            	
              12.

            	
              The
                Investor has no present knowledge or expectation that it will be
                unable to
                pay any United States taxes owed by it so long as any of the Certificates
                remain outstanding.

            


    

     

    
      	
               

            	
              13.

            	
              The
                Investor is not acquiring the Class [R][R-X] Certificates with the
                intent
                to transfer the Class [R][R-X] Certificates to any person or entity
                that
                will not have sufficient assets to pay any taxes owed by the holder
                of
                such Class [R][R-X] Certificates, or that may become insolvent or
                subject
                to a bankruptcy proceeding, for so long as the Class [R][R-X] Certificates
                remain outstanding.

            


    

     

    
      	
               

            	
              14.

            	
              The
                Investor will, in connection with any transfer that it makes of the
                Class
                [R][R-X] Certificates, obtain from its transferee the representations
                required by Section 6.02(c) of the Pooling and Servicing Agreement
                under
                which the Class Class [R][R-X] Certificate were issued and will not
                consummate any such transfer if it knows, or knows facts that should
                lead
                it to believe, that any such representations are
                false.

            


    

     

    
      	
               

            	
              15.

            	
              The
                Investor will, in connection with any transfer that it makes of the
                Class
                [R][R-X] Certificates, deliver to the Securities Administrator an
                affidavit, which represents and warrants that it is not transferring
                the
                Class [R][R-X] Certificates to impede the assessment or collection
                of any
                tax and that it has no actual knowledge that the proposed transferee:
                (i)
                has insufficient assets to pay any taxes owed by such transferee
                as holder
                of the Class [R][R-X] Certificates; (ii) may become insolvent or
                subject
                to a bankruptcy proceeding for so long as the Class [R][R-X] Certificates
                remains outstanding; and (iii) is not a “Permitted
                Transferee”.

            


    

     

    
      	
               

            	
              16.

            	
              The
                Investor is a citizen or resident of the United States, a corporation,
                partnership or other entity created or organized in, or under the
                laws of,
                the United States or any political subdivision thereof, or an estate
                or
                trust whose income from sources without the United States may be
                included
                in gross income for United States federal income tax purposes regardless
                of its connection with the conduct of a trade or business within
                the
                United States.

            


    

     

    
      	
               

            	
              17.

            	
              The
                Investor of the Class [R][R-X] Certificate, hereby agrees that in
                the
                event that the Trust Fund created by the Pooling and Servicing Agreement
                is terminated pursuant to Section 10.01 thereof, the undersigned
                shall
                assign and transfer to the Holders of the Class X and the Class P
                Certificates any amounts in excess of par received in connection
                with such
                termination. Accordingly, in the event of such termination, the Securities
                Administrator is hereby authorized to withhold any such amounts in
                excess
                of par and to pay such amounts directly to the Holders of the Class
                [I][II]-X and the Class [I][II]-P Certificates. This agreement shall
                bind
                and be enforceable against any successor, transferee or assigned
                of the
                undersigned in the Class [R][R-X] Certificate. In connection with
                any
                transfer of the Class [R][R-X] Certificate, the Investor shall obtain
                an
                agreement substantially similar to this clause from any subsequent
                owner.

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      _________________, ____.

     

    
      	 	 	 	 	 	 	 	
              [INVESTOR]

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:
                [Vice] President

            


    

    


     

    ATTEST:

     

    
      	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:
                [Assistant] Secretary

            	 


    

    


     

    Personally
      appeared before me the above-named __________________, known or proved to me
      to
      be the same person who executed the foregoing instrument and to be a [Vice]
      President of the Investor, and acknowledged to me that [he/she] executed the
      same as [his/her] free act and deed and the free act and deed of the
      Investor.

     

    Subscribed
      and sworn before me this ______________ day of __________, ____.

    


    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    _________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1.           I
      am
      a                      ____________________
      of _________________________ (the “Investor”), a corporation duly organized and
      existing under the laws of _____________, on behalf of whom I make this
      affidavit.

     

    2.           The
      Investor is not transferring the Class [R][R-X] Certificates (the “Residual
      Certificates”) to impede the assessment or collection of any tax.

     

    3.           The
      Investor has no actual knowledge that the Person that is the proposed transferee
      (the “Purchaser”) of the Residual Certificates:  (i) has insufficient
      assets to pay any taxes owed by such proposed transferee as holder of the
      Residual Certificates; (ii) may become insolvent or subject to a bankruptcy
      proceeding for so long as the Residual Certificates remain outstanding and
      (iii)
      is not a Permitted Transferee.

     

    4.           The
      Investor understands that the Purchaser has delivered to the Securities
      Administrator a transfer affidavit and agreement in the form attached to the
      Pooling and Servicing Agreement as Exhibit D. The Investor does not know or
      believe that any representation contained therein is false.

     

    5.           At
      the time of transfer, the Investor has conducted a reasonable investigation
      of
      the financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Investor
      has determined that the Purchaser has historically paid its debts as they became
      due and has found no significant evidence to indicate that the Purchaser will
      not continue to pay its debts as they become due in the future. The Investor
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Investor may continue to be liable
      for United States income taxes associated therewith) unless the Investor has
      conducted such an investigation.

     

    6.           Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement dated as of June 1, 2007, among Nomura
      Asset
      Acceptance Corporation, Nomura Credit & Capital, Inc., GMAC Mortgage, LLC,
      Wells Fargo Bank, N.A. and HSBC Bank USA, National Association.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      ________________, ____.

     

    
      	 	 	 	 	 	 	 	
              [INVESTOR]

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:
                [Vice] President

            


    

    


     

    ATTEST:


    


    
      	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:
                [Assistant] Secretary

            	 


    

    


     

    Personally
      appeared before me the above-named _________________, known or proved to me
      to
      be the same person who executed the foregoing instrument and to be a [Vice]
      President of the Investor, and acknowledged to me that [he/she] executed the
      same as [his/her] free act and deed and the free act and deed of the
      Investor.

     

    Subscribed
      and sworn before me this ______ day of _____________, ____.

     

    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Personally
      appeared before me the above-named [Name of Officer], known or proved to me
      to
      be the same person who executed the foregoing instrument and to be the [Title
      of
      Officer] of the Investor, and acknowledged to me that he/she executed the same
      as his/her free act and deed and the free act and deed of the
      Investor.

     

    Subscribed
      and sworn before me this ___ day of _________, 20___.

     

    NOTARY
      PUBLIC

     

    COUNTY
      OF

     

    STATE
      OF

     

    My
      commission expires the ___ day of ___________________, 20___.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      E

     

    FORM
      OF TRANSFEROR CERTIFICATE

     

    ______________,
      2007

     

    Nomura
      Asset Acceptance Corporation

    Two
      World
      Financial Center, Building B

    New
      York,
      New York 10281

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
      2007-3

     

    
      	
              Re:

            	
              Nomura
                Asset Acceptance Corporation

              Mortgage
                Pass-Through Certificates, Series 2007-3, Class
                [X][P][R][R-X]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the sale by ___________ (the “Sponsor”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Mortgage
      Pass-Through Certificates, Series 2007-3, Class [X][P][R][R-X] (the
“Certificates”), issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of June 1, 2007, among Nomura Asset
      Acceptance Corporation, as depositor (the “Depositor”), Nomura Credit &
Capital, Inc., as sponsor, GMAC Mortgage, LLC, as servicer, Wells Fargo Bank,
      N.A., as master servicer (the “Master Servicer”) and securities administrator
      (the “Securities Administrator”) and HSBC Bank USA, National Association, as
      trustee (the “Trustee”).  The Sponsor hereby certifies, represents and
      warrants to, a covenants with, the Depositor, the Securities Administrator
      and
      the Trustee that:

     

    Neither
      the Sponsor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      or
      (e) has taken any other action, that (as to any of (a) through (e) above) would
      constitute a distribution of the Certificates under the Securities Act of 1933
      (the “Act”), that would render the disposition of any Certificate a violation of
      Section 5 of the Act or any state securities law, or that would require
      registration or qualification pursuant thereto. The Sponsor will not act in
      any
      manner set forth in the foregoing sentence with respect to any Certificate.
      The
      Sponsor has not and will not sell or otherwise transfer any of the Certificates,
      except in compliance with the provisions of the Pooling and Servicing
      Agreement.

    


    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
               

            
	 	 	 	 	 	 	 	
              (Sponsor)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      F

     

    FORM
      OF INVESTOR REPRESENTATION LETTER (NON-RULE 144A)

     

    ___________,
      2007

     

    Nomura
      Asset Acceptance Corporation

    Two
      World
      Financial Center

    New
      York,
      New York 10281

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
      2007-3

     

    
      	
              Re:

            	
              Nomura
                Asset Acceptance Corporation, Alternative Loan Trust, Mortgage
                Pass-Through Certificates, Series
                2007-3

            


    

     

    Ladies
      and Gentlemen:

     

    _______________
      (the “Purchaser”) intends to purchase from ____________ (the “Sponsor”)
      $_________ Initial Certificate Principal Balance of Mortgage Pass-Through
      Certificates, Series 2007-3, Class [X][P][R][R-X] (the “Certificates”), issued
      pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
      Agreement”), dated as of June 1, 2007, among Nomura Asset Acceptance
      Corporation, as depositor (the “Depositor”), Nomura Credit & Capital, Inc.,
      as sponsor, GMAC Mortgage, LLC, as servicer, Wells Fargo Bank, N.A., as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”) and HSBC Bank USA, National Association, as trustee (the
“Trustee”).  All terms used herein and not otherwise defined shall
      have the meanings set forth in the Pooling and Servicing
      Agreement.  The Purchaser hereby certifies, represents and warrants
      to, and covenants with, the Depositor, the Securities Administrator and the
      Trustee that:

     

    
      	
              1.

            	
              The
                Purchaser understands that (a) the Certificates have not been and
                will not
                be registered or qualified under the Securities Act of 1933, as amended
                (the “Act”) or any state securities law, (b) the Depositor is not required
                to so register or qualify the Certificates, (c) the Certificates
                may be
                resold only if registered and qualified pursuant to the provisions
                of the
                Act or any state securities law, or if an exemption from such registration
                and qualification is available, (d) the Pooling and Servicing Agreement
                contains restrictions regarding the transfer of the Certificates
                and (e)
                the Certificates will bear a legend to the foregoing
                effect.

            
	 	 
	
              2.

            	
              The
                Purchaser is acquiring the Certificates for its own account for investment
                only and not with a view to or for sale in connection with any
                distribution thereof in any manner that would violate the Act or
                any
                applicable state securities laws.

            
	 	 
	
              3.

            	
              The
                Purchaser is (a) a substantial, sophisticated institutional investor
                having such knowledge and experience in financial and business matters,
                and, in particular, in such matters related to securities similar
                to the
                Certificates, such that it is capable of evaluating the merits and
                risks
                of investment in the Certificates, (b) able to bear the economic
                risks of
                such an investment and (c) an “accredited investor” within the meaning of
                Rule 501 (a) promulgated pursuant to the Act.

            
	 	 
	
              4.

            	
              The
                Purchaser has been furnished with, and has had an opportunity to
                review
                (a) a copy of the Pooling and Servicing Agreement and (b) such other
                information concerning the Certificates, the Mortgage Loans and the
                Depositor as has been requested by the Purchaser from the Depositor
                or the
                Sponsor and is relevant to the Purchaser’s decision to purchase the
                Certificates.  The Purchaser has had any questions arising from
                such review answered by the Depositor or the Sponsor to the satisfaction
                of the Purchaser.

            
	 	 
	
              5.

            	
              The
                Purchaser has not and will not nor has it authorized or will it authorize
                any person to (a) offer, pledge, sell, dispose of or otherwise transfer
                any Certificate, any interest in any Certificate or any other similar
                security to any person in any manner, (b) solicit any offer to buy
                or to
                accept a pledge, disposition of other transfer of any Certificate,
                any
                interest in any Certificate or any other similar security from any
                person
                in any manner, (c) otherwise approach or negotiate with respect to
                any
                Certificate, any interest in any Certificate or any other similar
                security
                with any person in any manner, (d) make any general solicitation
                by means
                of general advertising or in any other manner or (e) take any other
                action, that (as to any of (a) through (e) above) would constitute
                a
                distribution of any Certificate under the Act, that would render
                the
                disposition of any Certificate a violation of Section 5 of the Act
                or any
                state securities law, or that would require registration or qualification
                pursuant thereto. The Purchaser will not sell or otherwise transfer
                any of
                the Certificates, except in compliance with the provisions of the
                Pooling
                and Servicing Agreement.

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
               

            
	 	 	 	 	 	 	 	
              (Purchaser)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      G

     

    FORM
      OF RULE 144A INVESTMENT LETTER

     

     [Date]

    Nomura
      Credit & Capital, Inc.

    Two
      World
      Financial Center, Building B

    New
      York,
      New York 10281

     

    Nomura
      Asset Acceptance Corporation

    Two
      World
      Financial Center

    New
      York,
      New York 10281

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    
      	
              Re:

            	
              Nomura
                Asset Acceptance Corporation, Alternative Loan Trust, Mortgage
                Pass-Through Certificates, Series 2007-3 (the “Certificates”), including
                the Class [X][P][R][R-X] Certificates (the “Private
                Certificates”)

            


    

     

    Dear
      Ladies and Gentlemen:

     

    In
      connection with our purchase of Private Certificates, we confirm
      that:

     

    
      	 	
              (i)

            	
              we
                understand that the Private Certificates are not being registered
                under
                the Securities Act of 1933, as amended (the “Act”) or any applicable state
                securities or “Blue Sky” laws, and are being sold to us in a transaction
                that is exempt from the registration requirements of such
                laws;

            
	 	 	 
	 	
              (ii)

            	
              any
                information we desired concerning the Certificates, including the
                Private
                Certificates, the trust in which the Certificates represent the entire
                beneficial ownership interest (the “Trust”) or any other matter we deemed
                relevant to our decision to purchase Private Certificates has been
                made
                available to us;

            
	 	 	 
	 	
              (iii)

            	
              we
                are able to bear the economic risk of investment in Private Certificates;
                we are an institutional “accredited investor” as defined in Section 501(a)
                of Regulation D promulgated under the Act and a sophisticated
                institutional investor and we agree to obtain a representation from
                any
                transferee that such transferee is an institutional “accredited investor”
                so long as we are required to obtain a representation letter regarding
                compliance with the Act;

            
	 	 	 
	 	
              (iv)

            	
              we
                are acquiring Private Certificates for our own account, not as nominee
                for
                any other person, and not with a present view to any distribution
                or other
                disposition of the Private Certificates;

            
	 	 	 
	 	
              (v)

            	
              we
                agree the Private Certificates must be held indefinitely by us (and
                may
                not be sold, pledged, hypothecated or in any way disposed of) unless
                subsequently registered under the Act and any applicable state securities
                or “Blue Sky” laws or an exemption from the registration requirements of
                the Act and any applicable state securities or “Blue Sky” laws is
                available;

            
	 	 	 
	 	
              (vi)

            	
              we
                agree that in the event that at some future time we wish to dispose
                of or
                exchange any of the Private Certificates (such disposition or exchange
                not
                being currently foreseen or contemplated), we will not transfer or
                exchange any of the Private Certificates unless:

            
	 	 	 
	 	 	
              (A)
                (1) the sale is to an Eligible Purchaser (as defined below), (2)
                if
                required by the Pooling and Servicing Agreement (as defined below)
                a
                letter to substantially the same effect as either this letter or,
                if the
                Eligible Purchaser is a Qualified Institutional Buyer as defined
                under
                Rule 144A of the Act, the Rule 144A and Related Matters Certificate
                in the
                form attached to the Pooling and Servicing Agreement (as defined
                below)
                (or such other documentation as may be acceptable to the Securities
                Administrator) is executed promptly by the purchaser and delivered
                to the
                addressees hereof and (3) all offers or solicitations in connection
                with
                the sale, whether directly or through any agent acting on our behalf,
                are
                limited only to Eligible Purchasers and are not made by means of
                any form
                of general solicitation or general advertising whatsoever;
                and

               

            
	 	 	
              (B)
                if the Private Certificate is not registered under the Act (as to
                which we
                acknowledge you have no obligation), the Private Certificate is sold
                in a
                transaction that does not require registration under the Act and
                any
                applicable state securities or “Blue Sky” laws and, if the Securities
                Administrator or HSBC Bank USA, National Association, as trustee
                (the
                “Trustee”) so requests, a satisfactory Opinion of Counsel is furnished to
                such effect, which Opinion of Counsel shall be an expense of the
                transferor or the transferee;

               

            
	 	
              (vii)

            	
              we
                agree to be bound by all of the terms (including those relating to
                restrictions on transfer) of the Pooling and Servicing Agreement,
                pursuant
                to which the Trust was formed; we have reviewed carefully and understand
                the terms of the Pooling and Servicing Agreement;

            
	 	 	 
	 	
              (viii)

            	
              we
                either: (i) are not acquiring the Private Certificate directly or
                indirectly by, or on behalf of, an employee benefit plan or other
                retirement arrangement which is subject to Title I of the Employee
                Retirement Income Security Act of 1974, as amended, and/or section
                4975 of
                the Internal Revenue Code of 1986, as amended, or (ii) are providing
                the
                opinion of counsel specified in Section 6.02(b) of the
                Agreement.

            
	 	 	 
	 	
              (ix)

            	
              we
                understand that each of the Class [X][P][R][R-X] Certificates bears,
                and
                will continue to bear, legends substantially to the following effect:
                “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
                SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
                STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
                OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT
                AND OTHER
                APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
                PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                OF A
                QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                RESALE,
                PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                (2)
                PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
                THE
                SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY
                IN
                WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                NOT
                FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A)
                THE
                RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
                IN THE
                FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
                ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE SECURITIES
                ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
                COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
                EACH
                CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
                STATES AND ANY OTHER APPLICABLE JURISDICTION.

            
	 	 	 
	 	 	
              NO TRANSFER
                OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
                PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE
                AGREEMENT

               

            


    

    


    “Eligible
      Purchaser” means a corporation, partnership or other entity which we have
      reasonable grounds to believe and do believe (i) can make representations with
      respect to itself to substantially the same effect as the representations set
      forth herein, and (ii) is either a Qualified Institutional Buyer as defined
      under Rule 144A of the Act or an institutional “Accredited Investor” as defined
      under Rule 501 of the Act.

     

    Terms
      not
      otherwise defined herein shall have the meanings assigned to them in the Pooling
      and Servicing Agreement, dated as of June 1, 2007, between Nomura Asset
      Acceptance Corporation, as depositor, Nomura Credit & Capital, Inc., as
      sponsor, GMAC Mortgage, LLC, as servicer, Wells Fargo Bank, N.A., as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”) and HSBC Bank USA, National Association, as trustee (the
“Trustee”) (the “Pooling and Servicing Agreement’).

     

    If
      the
      Purchaser proposes that its Certificates be registered in the name of a nominee
      on its behalf, the Purchaser has identified such nominee below, and has caused
      such nominee to complete the Nominee Acknowledgment at the end of this
      letter.

     

    Name
      of
      Nominee (if any): _______________________________

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, this document has been executed by the undersigned who is
      duly
      authorized to do so on behalf of the undersigned Eligible Purchaser on the
      ___
      day of ________, 20___.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [PURCHASER]

            
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	  
	 	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	 	[By:	 
	 	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Nominee
      Acknowledgment

     

    The
      undersigned hereby acknowledges and agrees that as to the Certificates being
      registered in its name, the sole beneficial owner thereof is and shall be the
      Purchaser identified above, for whom the undersigned is acting as
      nominee.

     

    
      	 	 	 	 	 	 	 	
              [NAME
                OF NOMINEE]

            
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	  
	 	 	 	 	 	 	 	 	 	
              (Authorized
                Officer)

            
	 	 	 	 	 	 	 	 	[By:	
               

            
	 	 	 	 	 	 	 	 	 	
              Attorney-in-fact]

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      H

     

    FORM
      OF ADDITIONAL DISCLOSURE NOTIFICATION

     

    


    Wells
      Fargo Bank, N.A. as Securities Administrator

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045-1951

    Fax:
      (410) 715-2380

    E-mail:  cts.sec.notifications@wellsfargo.com

     

    Nomura
      Asset Acceptance Corporation

    Two
      World
      Financial Center, Building B

    New
      York,
      New York 10281

     

    Attn:  Corporate
      Trust Services - Nomura Asset Acceptance Corporation, Alternative LoanTrust,
      Series 2007-3, Mortgage Pass-Through Certificates -SEC
      REPORTPROCESSING

     

    RE:  **Additional
      Form [10-K][10-D][8-K] Disclosure**Required

     

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section
      [  ] of the Pooling and Servicing Agreement, dated as of June 1, 2007,
      among the Purchaser as depositor, Nomura Credit & Capital, Inc. as sponsor,
      GMAC Mortgage, LLC as servicer, HSBC Bank USA, National Association, as trustee
      and Wells Fargo Bank, National Association as master servicer and securities
      administrator, the Undersigned, as [    ], hereby notifies
      you that certain events have come to our attention that [will][may] need to
      be
      disclosed on Form [10-K][10-D][8-K].

     

    Description
      of Additional Form [10-K][10-D][8-K]Disclosure:


     

    


     

    List
      of
      Any Attachments hereto to be included in the Additional Form [10-K][10-D][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:	
                 

              
	 	 	 	 	 	 	 	 	 	 


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      I

     

    DTC
      LETTER OF REPRESENTATIONS

    
 

    [TO
      BE
      PROVIDED UPON REQUEST]

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      J

     

    SCHEDULE
      OF MORTGAGE LOANS WITH LOST NOTES

     

     

    [TO
      BE
      PROVIDED UPON REQUEST]

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      K

    

      Appendix
        E – Standard & Poor’s Predatory Lending Categories

       

      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set forth in those laws. Note
        that
        certain loans classified by the relevant statute as Covered are included
        in
        Standard & Poor’s High Cost Loan Category because they included thresholds
        and tests that are typical of what is generally considered High Cost by the
        industry.

      
         

        
          	
                   

                  Standard
                    & Poor’s High Cost Loan Categorization

                   

                
	
                  State/Jurisdiction

                   

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                   

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                   

                
	
                  Arkansas

                   

                	
                  Arkansas
                    Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq. Effective
                    July 16, 2003

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  Cleveland
                    Heights, OH

                   

                	
                  Ordinance
                    No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq. Effective June 2,
                    2003

                   

                	
                  Covered
                    Loan

                   

                
	
                  Colorado

                   

                	
                  Consumer
                    Equity Protection, Colo. Stat. Ann. §§ 53.5-101 et seq. Effective for
                    covered loans offered or entered into on or after January 1,
                    2003. Other
                    provisions of the Act took effect on June 7, 2002

                   

                	
                  Covered
                    Loan

                   

                
	
                  Connecticut

                   

                	
                  Connecticut
                    Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746 et
                    seq. Effective October 1, 2001

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  District
                    of Columbia

                   

                	
                  Home
                    Loan Protection Act, D.C. Code §§ 26-1151.01 et seq. Effective for loans
                    closed on or after January 28, 2003

                   

                	
                  Covered
                    Loan

                   

                
	
                  Florida

                   

                	
                  Fair
                    Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq. Effective October 2,
                    2002

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  Georgia
                    (Oct. 1, 2002 – Mar. 6, 2003)

                   

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective October 1,
                    2002 – March 6, 2003

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  Georgia
                    as amended (Mar. 7, 2003 – current)

                   

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective for loans
                    closed on or after March 7, 2003

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  HOEPA
                    Section 32

                   

                	
                  Home
                    Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                    §§ 226.32 and 226.34 Effective October 1, 1995, amendments October
                    1,
                    2002

                   

                	
                  High
                    Cost Loan

                   

                


        

        


        
          	
                   

                  Standard
                    & Poor’s High Cost Loan Categorization

                   

                
	
                  State/Jurisdiction

                   

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                   

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                
	
                  Illinois

                   

                	
                  High
                    Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq. Effective
                    January 1, 2004 (prior to this date, regulations under Residential
                    Mortgage License Act effective from May 14, 2001)

                   

                	
                  High
                    Risk Home Loan

                   

                
	
                  Indiana

                   

                	
                  Indiana
                    Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq. Effective
                    January 1, 2005; amended by 2005 HB 1179, effective July 1,
                    2005.

                   

                	
                  High
                    Cost Home Loans

                   

                
	
                  Kansas

                   

                	
                  Consumer
                    Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq. Sections 16a-1-301 and
                    16a-3-207 became effective April 14, 1999; Section 16a-3-308a
                    became
                    effective July 1, 1999

                   

                	
                  High
                    Loan to Value Consumer Loan (id. § 16a-3-207) and;

                   

                
	
                  High
                    APR Consumer Loan (id. § 16a-3-308a)

                   

                
	
                  Kentucky

                   

                	
                  2003
                    KY H.B. 287 – High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100 et seq.
                    Effective June 24, 2003

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  Maine

                   

                	
                  Truth
                    in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq. Effective September
                    29, 1995 and as amended from time to time

                   

                	
                  High
                    Rate High Fee Mortgage

                   

                
	
                  Massachusetts

                   

                	
                  Part
                    40 and Part 32, 209 C.M.R. §§ 32.00 et seq. and 209 C.M.R. §§ 40.01 et
                    seq. Effective March 22, 2001 and amended from time to time

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  Nevada

                   

                	
                  Assembly
                    Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq. Effective October 1,
                    2003

                   

                	
                  Home
                    Loan

                   

                
	
                  New
                    Jersey

                   

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq. Effective for loans closed on or after November 27,
                    2003

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  New
                    Mexico

                   

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of
                    January 1, 2004; Revised as of February 26, 2004

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  New
                    York

                   

                	
                  N.Y.
                    Banking Law Article 6-l Effective for applications made on or
                    after April
                    1, 2003

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  North
                    Carolina

                   

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et
                    seq. Effective July 1, 2000; amended October 1, 2003 (adding
                    open-end
                    lines of credit)

                   

                	
                  High
                    Cost Home Loan

                   

                


        

        


        
          	
                   

                  Standard
                    & Poor’s High Cost Loan Categorization

                   

                
	
                  State/Jurisdiction

                   

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                   

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                   

                
	
                  Ohio

                   

                	
                  H.B.
                    386 (codified in various sections of the Ohio Code), Ohio Rev.
                    Code Ann.
                    §§ 1349.25 et seq. Effective May 24, 2002

                   

                	
                  Covered
                    Loan

                   

                
	
                  Oklahoma

                   

                	
                  Consumer
                    Credit Code (codified in various sections of Title 14A) Effective
                    July 1,
                    2000; amended effective January 1, 2004

                   

                	
                  Subsection
                    10 Mortgage

                   

                
	
                  Rhode
                    Island

                   

                	
                  Rhode
                    Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.
                    Effective December 31, 2006.

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  South
                    Carolina

                   

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et seq. Effective for loans taken on or after January 1, 2004

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  Tennessee

                   

                	
                  Tennessee
                    Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et
                    seq.  Effective January 1, 2007.

                   

                	
                  High
                    Cost Home Loan

                   

                
	
                  West
                    Virginia

                   

                	
                  West
                    Virginia Residential Mortgage Lender, Broker and Servicer Act,
                    W. Va. Code
                    Ann. §§ 31-17-1 et seq. Effective June 5, 2002

                   

                	
                  West
                    Virginia Mortgage Loan Act Loan

                   

                


        

        


        
          	
                   

                  Standard
                    & Poor’s Covered Loan Categorization

                   

                
	
                  State/Jurisdiction

                   

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                   

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                   

                
	
                  Georgia
                    (Oct. 1, 2002 – Mar. 6, 2003)

                   

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective October 1,
                    2002 – March 6, 2003

                   

                	
                  Covered
                    Loan

                   

                
	
                  New
                    Jersey

                   

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq. Effective November 27, 2003 – July 5, 2004

                   

                	
                  Covered
                    Home Loan

                   

                


        

        


        
          	
                   

                  Standard
                    & Poor’s Home Loan Categorization

                   

                
	
                  State/Jurisdiction

                   

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                   

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                   

                
	
                  Georgia
                    (Oct. 1, 2002 – Mar. 6, 2003)

                   

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq. Effective October 1,
                    2002 – March 6, 2003

                   

                	
                  Home
                    Loan

                   

                


        

        


        
          	
                   

                  Standard
                    & Poor’s Home Loan Categorization

                   

                
	
                  State/Jurisdiction

                   

                	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                   

                	
                  Category
                    under Applicable Anti-Predatory Lending Law

                   

                
	
                  New
                    Jersey

                   

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq. Effective for loans closed on or after November 27,
                    2003

                   

                	
                  Home
                    Loan

                   

                
	
                  New
                    Mexico

                   

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq. Effective as of
                    January 1, 2004; Revised as of February 26, 2004

                   

                	
                  Home
                    Loan

                   

                
	
                  North
                    Carolina

                   

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E et
                    seq. Effective July 1, 2000; amended October 1, 2003 (adding
                    open-end
                    lines of credit)

                   

                	
                  Consumer
                    Home Loan

                   

                
	
                  South
                    Carolina

                   

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et seq. Effective for loans taken on or after January 1, 2004

                   

                	
                  Consumer
                    Home Loan

                   

                


        

        
 

      

      Revised
        03/01/07


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L

       

      SERVICING
        CRITERIA

      


      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

       Schedule
        1122 (Pooling and Servicing Agreement)

      


      Assessments
        of Compliance and Attestation Reports Servicing Criteria1

      


      
        	
                Reg.
                  AB Item 1122(d) Servicing Criteria

                 

              	
                Depositor

                 

              	
                Sponsor

                 

              	
                Servicer

                 

              	
                Trustee

                 

              	
                Custodian

                 

              	
                Paying
                  Agent

                 

              	
                Master
                  Servicer

                 

              	
                Securities
                  Administrator

                 

              
	
                (1) General
                  Servicing Considerations

                 

              	 	 	 	 	 	 	 	 
	
                (i) 
monitoring
                  performance
                  or other triggers and events of default

              	 	 	
                X

                 

              	 	 	 	
                X

                 

              	
                X

                 

              
	
                (ii) 
monitoring
                  performance of vendors of activities outsourced

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (iii) 
maintenance
                  of
                  back-up servicer for pool assets

                 

              	 	 	 	 	 	 	 	 
	
                (iv) 
fidelity
                  bond and
                  E&O policies in effect

              	 	 	
                X

                 

              	 	 	 	
                X

                 

              	 
	
                (2)  Cash
                  Collection and Administration

                 

              	 	 	 	 	 	 	 	 
	
                (i) 
timing
                  of deposits to
                  custodial account

              	 	 	
                X

                 

              	 	 	
                X

                 

              	
                X

                 

              	
                X

                 

              
	
                (ii) 
wire
                  transfers to
                  investors by authorized personnel

              	 	 	
                X

                 

              	 	 	
                X

                 

              	 	
                X

                 

              
	
                (iii) 
advances
                  or
                  guarantees made, reviewed and approved as required

              	 	 	
                X

                 

              	 	 	 	
                X

                 

              	 
	
                (iv) 
accounts
                  maintained
                  as required

              	 	 	
                X

                 

              	 	 	
                X

                 

              	
                X

                 

              	
                X

                 

              
	
                (v) 
accounts
                  at federally
                  insured depository institutions

              	 	 	
                X

                 

              	 	 	
                X

                 

              	
                X

                 

              	
                X

                 

              
	
                (vi) 
unissued
                  checks
                  safeguarded

              	 	 	
                X

                 

              	 	 	
                X

                 

              	 	
                X

                 

              
	
                (vii) 
monthly
                  reconciliations of accounts

              	 	 	
                X

                 

              	 	 	
                X

                 

              	
                X

                 

              	
                X

                 

              
	
                (3)  Investor
                  Remittances and Reporting

                 

              	 	 	 	 	 	 	 	 
	
                (i) 
investor
                  reports

              	 	 	
                X

                 

              	 	 	
                X

                 

              	
                X

                 

              	
                X

                 

              
	
                (ii) 
                  remittances

              	 	 	
                X

                 

              	 	 	
                X

                 

              	 	
                X

                 

              
	
                (iii) 
proper
                  posting of
                  distributions

              	 	 	
                X

                 

              	 	 	
                X

                 

              	 	
                X

                 

              
	
                (iv) 
reconciliation
                  of
                  remittances and payment statements

              	 	 	 	 	 	
                X

                 

              	
                X

                 

              	
                X

                 

              
	
                (4) 
                  Pool Asset Administration

                 

              	 	 	 	 	 	 	 	 
	
                (i) 
maintenance
                  of pool
                  collateral

              	 	 	
                X

                 

              	 	
                X

                 

              	 	 	 
	
                (ii) 
safeguarding
                  of pool
                  assets/documents

              	 	 	
                X

                 

              	 	
                X

                 

              	 	 	 
	
                (iii) 
additions,
                  removals
                  and substitutions of pool assets

              	
                X

                 

              	
                X

                 

              	
                X

                 

              	 	 	 	 	 
	
                (iv) 
posting
                  and
                  allocation of pool asset payments to pool assets

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (v)  reconciliation
                  of
                  servicer records

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (vi) 
modifications
                  or
                  other changes to terms of pool assets

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (vii) 
loss
                  mitigation and
                  recovery actions

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (viii) 
records
                  regarding
                  collection efforts

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (ix) 
adjustments
                  to
                  variable interest rates on pool assets

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (x) 
matters
                  relating to
                  funds held in trust for obligors

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (xi) 
payments
                  made on
                  behalf of obligors (such as for taxes or insurance)

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (xii) 
late
                  payment
                  penalties with respect to payments made on behalf of
                  obligors

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (xiii) 
records
                  with
                  respect to payments made on behalf of obligors

              	 	 	
                X

                 

              	 	 	 	 	 
	
                (xiv) 
recognition
                  and
                  recording of delinquencies, charge-offs and uncollectible
                  accounts

              	 	 	
                X

                 

              	 	 	 	
                X

                 

              	
                X

                 

              
	
                (xv) 
maintenance
                  of
                  external credit enhancement or other support

              	
                X

                 

              	
                X

                 

              	 	 	 	 	 	
                X
                  (If required pursuant to Agreement)

                 

              


      

       

      
        
          
            

          

          *
            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.

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M

       

      BACK-UP
        CERTIFICATION

       

      Re:           __________
        (the “Trust”)

       

      Mortgage
        Pass-Through Certificates, Series 2007-3

       

      I,
        [identify the certifying individual], certify to Nomura Asset Acceptance
        Corporation (the “Depositor”), HSBC Bank USA, National Association (the
“Trustee”) and Wells Fargo Bank, N.A. (the “Master Servicer”), and their
        respective officers, directors and affiliates, and with the knowledge and
        intent
        that they will rely upon this certification, that:

       

      (1)           I
        have reviewed the servicer compliance statement of the Servicer provided
        in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
        report on assessment of the Servicer’s compliance with the servicing criteria
        set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
        in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
        report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
        Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
        servicing reports, officer’s certificates and other information relating to the
        servicing of the Mortgage Loans by the Servicer during 200[ ] that were
        delivered by the Servicer to the Master Servicer pursuant to the Agreement
        (collectively, the “Servicer Servicing Information”);

       

      (2)           Based
        on my knowledge, the Servicer Servicing Information, taken as a whole, does
        not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in the light of the circumstances
        under
        which such statements were made, not misleading with respect to the period
        of
        time covered by the Servicer Servicing Information;

       

      (3)           Based
        on my knowledge, all of the Servicer Servicing Information required to be
        provided by the Servicer under the Agreement has been provided to the Master
        Servicer;

       

      (4)           I
        am responsible for reviewing the activities performed by the Servicer as
        servicer under the Agreement, and based on my knowledge and the compliance
        review conducted in preparing the Compliance Statement and except as disclosed
        in the Compliance Statement, the Servicing Assessment or the Attestation
        Report,
        the Servicer has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5)           The
        Compliance Statement required to be delivered by the Servicer pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Servicer and by any Subservicer or Subcontractor pursuant
        to the
        Agreement, have been provided to the Master Servicer.  Any material
        instances of noncompliance described in such reports have been disclosed
        to the
        Master Servicer.  Any material instance of noncompliance with the
        Servicing Criteria has been disclosed in such reports.

       

      Capitalized
        terms used and not otherwise defined herein have the meanings assigned thereto
        in the Pooling and Servicing Agreement (the “Agreement”), dated as of June 1,
        2007, among Nomura Asset Acceptance Corporation, Nomura Credit & Capital,
        Inc., GMAC Mortgage, LLC, Wells Fargo Bank, N.A. as master servicer and
        securities administrator, and HSBC Bank USA, National Association.

       

      
        	
                Date:

              	 	 
	 	 
	 	 
	
                [Signature]

                 

              	 
	 	 
	
                [Title]

              	 


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N

       

      FORM
        10-D, FORM 8-K AND FORM 10-K REPORTING
        RESPONSIBILITY

       

      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 5.16.  An asterisk indicates that the Responsible Party is
        responsible for aggregating the information it receives from other Responsible
        Parties.

      


      Under
        Item 1 of Form 10-D: a) items marked “5.08 statement” are required to be
        included in the periodic Distribution Date statement under Section 5.08,
        provided by the Securities Administrator based on information received from
        the
        Master Servicer; and b) items marked “Form 10-D report” are required to be in
        the Form 10-D report but not the 5.08 statement, provided by the party
        indicated.  Information under all other Items of Form 10-D is to be
        included in the Form 10-D report.

      


      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]

                	
                  Servicer

                  Master
                    Servicer

                  Securities
                    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, Securities Administrator and Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	
                  Seller
                    (if a party to the Pooling and Servicing Agreement) or
                    Depositor

                
	
                  ▪
                    Depositor

                	
                  Depositor

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer

                
	
                  ▪
                    Custodian

                	
                  Custodian

                
	
                  ▪
                    1110(b) Originator

                	
                  Depositor

                
	
                  ▪
                    Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                    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)

                	
                  Securities
                    Administrator

                  Trustee

                
	
                  Item
                    5:  Submission of Matters to a Vote of Security
                    Holders

                   

                  Information
                    from Item 4 of Part II of Form 10-Q

                	
                  Securities
                    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

                	
                  Securities
                    Administrator

                
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	
                  Depositor

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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

                	
                  Securities
                    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-D for the distribution
                    period in which 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-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	 
	
                  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-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	 
	
                  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, Securities Administrator and Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	
                  Seller
                    (if a party to the Pooling and Servicing Agreement) or
                    Depositor

                
	
                  ▪
                    Depositor

                	
                  Depositor

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer

                
	
                  ▪
                    Custodian

                	
                  Custodian

                
	
                  ▪
                    1110(b) Originator

                	
                  Depositor

                
	
                  ▪
                    Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                    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

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    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

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Depositor/Sponsor

                
	
                  ▪
                    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

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Depositor/Sponsor

                
	
                  ▪
                    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

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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

                
	
                  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

                
	
                  Item
                    1.03- Bankruptcy or Receivership

                   

                  Disclosure
                    is required regarding the bankruptcy or receivership, with respect
                    to any
                    of the following:

                   

                	 
	
                  ▪
                    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

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    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

                  Securities
                    Administrator

                
	
                  Item
                    3.03- Material Modification to Rights of Security
                    Holders

                   

                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Pooling and Servicing
                    Agreement.

                	
                  Securities
                    Administrator

                  Trustee

                  Depositor

                
	
                  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 Securities 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/Securities Administrator/Depositor/

                  Servicer/Trustee

                
	
                  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/Securities
                    Administrator

                
	
                  Reg
                    AB disclosure about any new enhancement provider is also
                    required.

                	
                  Depositor

                
	
                  Item
                    6.04- Failure to Make a Required Distribution

                	
                  Securities
                    Administrator

                  Trustee

                
	
                  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

                
	
                  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

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        




      EXHIBIT
        O

       

      INTEREST
        RATE SWAP AGREEMENT

       

      
        
          
            	
                    Nomura
                      Global Financial Products Inc.

                  	
                    

                  
	
                    2
                      World Financial Center

                  
	
                    Building
                      B, 22nd
                      Floor

                  
	
                    New
                      York, New York 10281-1198

                  


          

        

         

        
          
            	
                    Telephone:

                  	 	 	 	 
	
                    Confirmations

                  	
                    (212)
                      667-2357

                  	
                    Direct
                      Fax

                  	
                    (212)
                      667-1047

                  	 


          

        

         

        
          
            

          

           

        

        
          	
                  Date:

                	
                  The
                    10th of July 2007

                
	 	 
	
                  To:

                	
                  Swiss
                    Re Financial Products Corporation

                
	 	
                  Nomura
                    Asset Acceptance Corporation, Alternative Loan Trust, Series
                    2007-3

                
	 	 
	
                  From:

                	
                  Nomura
                    Global Financial Products Inc.

                
	 	 
	
                  Re:

                	
                  Novation
                    Agreement (NGFP: 257295)

                


        

        


        
          
 

        


        Dear
          Sir
          or Madam:

        


        The
          purpose of this letter is to confirm the terms and conditions of the Novation
          Transaction entered into between the parties and effective from the Novation
          Date specified below. This Novation Confirmation constitutes a “Confirmation” as
          referred to in the New Agreement specified below.

        


        1.      The
          definitions and provisions contained in the 2004 ISDA Novation Definitions
          (the
“Definitions”) and the terms and provisions of the 2000 ISDA Definitions, as
          published by the International Swaps and Derivatives Association, Inc.
          and
          amended from time to time, are incorporated in this Novation Confirmation.
          In
          the event of any inconsistency between (i) the Definitions, (ii) the 2000
          ISDA
          Definitions and / or (iii) the Novation Agreement and this Novation
          Confirmation, the Novation Confirmation will govern.

        


        2. 
              The terms of the Novation Transaction to which this
          Novation Confirmation relates are as follows:

        


        
          	 	
                  Novation
                    Date:

                	
                  The
                    10th of July 2007

                   

                
	 	
                  Novated
                    Amount:

                	
                  As
                    set forth in Appendix 1 below

                   

                
	 	
                  Transferor
                    I:

                	
                  Nomura
                    Global Financial Products Inc.

                   

                
	 	
                  Remaining
                    Party:

                	
                  Swiss
                    Re Financial Products Corporation

                   

                
	 	
                  Transferee
                    I:

                	
                  HSBC
                    Bank USA, National
                    Association, not individually, but solely
                    as Supplemental
                    Interest Trust Trustee on behalf of the Supplemental Interest
                    Trust with
                    respect to the Nomura Asset Acceptance Corporation, Alternative
                    Loan
                    Trust, Series 2007-3, Mortgage Pass-Through Certificates, Series
                    2007-3

                
	 	 	 


        

        


        3.      The
          terms of the Old Transaction and the New Transaction to which this Novation
          Confirmation relates shall be specified in the copy of the Old Confirmation
          attached hereto as Appendix 2, and in the copy of the New Transaction attached
          hereto as Appendix 3.

        


        4.      Other
          Provisions relating to the New Transaction:

        


        
          	 	
                  Additional
                    Provisions:

                	
                  See
                    Appendix 3

                   

                
	 	
                  Credit
                    Support Documents:

                	
                  See
                    Appendix 3

                   

                


        

        5.    The
          parties confirm their acceptance to be bound by this Novation Confirmation
          as of
          the Novation Date by executing a copy of this Novation Confirmation and
          returning it to us. Transferor I and Transferor II, by executing of a copy
          of
          this Novation Confirmation, agree to the terms of the Novation Confirmation
          as
          it relates to the Old Transaction. Transferee I and Transferee II, by executing
          of a copy of this Novation Confirmation, agree to the terms of the Novation
          Confirmation as it relates to the New Transaction.

        


        6.     Please
          confirm that the foregoing correctly sets forth the terms of our agreement
          by
          signing this Confirmation and returning it to us at 2 World Financial Center,
          Building B, New York, NY 10281-1198, U.S.A., or by facsimile
          transmission on (212) 667-1047 to Nomura Global Financial Products Inc.,
          Attention: Documentation. If you disagree with any details within this
          Confirmation, please telephone our Documentation team on (212) 667-2357
          as soon
          as possible. Upon the delivery (including by facsimile transmission) of
          such
          executed Confirmation, this transaction will be deemed to be entered
          into.

        


        (Remainder
          of page intentionally left blank)

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        IN
          WITNESS WHEREOF the parties have executed this Novation Agreement on the
          respective dates specified below with effect from the date specified on
          the
          first page of this Novation Agreement.

         

        Yours
          faithfully,

        


        


        
          	
                  NOMURA
                    GLOBAL FINANCIAL PRODUCTS INC.

                  (“Transferor
                    I”)

                
	 	 
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 
	
                  Date:

                	 


        

        


        


        


        
          	
                  HSBC
                    BANK USA, NATIONAL ASSOCIATION, NOT
                    INDIVIDUALLY, BUT SOLELY AS

                  SUPPLEMENTAL
                    INTEREST TRUST TRUSTEE ON
                    BEHALF OF THE SUPPLEMENTAL INTEREST

                  TRUST
                    WITH RESPECT TO THE NOMURA ASSET ACCEPTANCE
                    CORPORATION, ALTERNATIVE LOAN
                    TRUST, SERIES 2007-3, MORTGAGE PASS-THROUGH
                    CERTIFICATES, SERIES 2007-3

                  (“Transferee
                    I”)

                	 	
                  SWISS
                    RE FINANCIAL

                  PRODUCTS
                    CORPORATION

                  (“Remaining
                    Party”)

                
	 	 	 	 	 
	 	 	 	 	 
	
                  By:

                	
                  /s/
                    Chi S. Le

                	 	
                  By:

                	
                  /s/
                    Joseph Gullo

                
	
                  Name:

                	
                  Chi
                    S. Le

                	 	
                  Name:

                	
                  Joseph
                    Gullo

                
	
                  Title:

                	
                  Vice
                    President

                	 	
                  Title:

                	
                  Assistant
                    Vice President

                
	
                  Date:

                	 	 	
                  Date:

                	 


        

        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        


        APPENDIX
          1

        


        


        
          	 	
                  NGFP
                    Reference

                	
                  Novated
                    Amounts

                	
                  Payment
                    Amounts effective accrual date

                
	
                  1.

                	
                  257295

                	
                  USD
                    383,381,000.00
                    (amortized) (subject to a permitted variance of plus or minus 10%
                    in accordance with the Prospectus Supplement for the
                    Trust)

                	
                  The
                    10th of July 2007

                   

                


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        APPENDIX
          2

        


        [Identification
          of Old Confirmation to be discharged]

        


        


        


        


        


        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        APPENDIX
          3

        


        [New
          Confirmation]

        


        


        
        

         

        
          
            
              	
                      Nomura
                        Global Financial Products Inc.

                      2
                        World Financial Center

                      Building
                        B, 21st Floor

                      New
                        York, New York 10281-1198

                    	
                      

                    


            

          

           

          
            
              	
                      Telephone:

                    	 	 	 	
                      Derivative
                        Operations

                    
	
                      Confirmations:

                    	
                      +44
                        (0)20 7521 3362/3218

                    	
                      Direct
                        Fax

                    	
                      +44
                        (0)20 7521 2487

                    	 
	
                      Payments/Resets

                    	
                      +44
                        (0)20 7521 2586/3892/3215

                    	
                      Web
                        site

                    	
                      www.nomura.com

                    
	
                      NY
                        Contact

                    	
                      +1
                        212 667 9754/9742

                    	 	 


            

          

           

          
            NGFP
              Reference No: 257295

          

          
            
              

            

          

           

          
            
              	
                      Date:

                    	
                      Tuesday
                        10 July, 2007

                    
	 	 
	
                      To:

                    	
                      Swiss
                        Re Financial Products Corporation, New York

                    
	 	 
	
                      Attention:

                    	
                      Swaps
                        Department

                    
	 	 
	
                      Fax
                        Number:

                    	
                      00
                        1 212 3175531

                    
	 	 
	
                      From:

                    	
                      Nomura
                        International plc on behalf of Nomura Global Financial Products
                        Inc.

                    
	 	 


            

            


            Re
              : Swap Transaction

            Amendment

            Dear
              Sirs

            


            This
              transaction has been executed by Nomura International plc on behalf
              of Nomura
              Global Financial Products Inc.

            


            The
              purpose of this facsimile message/letter agreement is to confirm the
              terms and
              conditions of the Transaction entered into between Nomura Global Financial
              Products Inc (“NGFP”) and Swiss Re Financial Products Corporation
              (“Counterparty”) on the Trade Date specified below ( the “Swap
              Transaction”).

            


            The
              definitions and provisions contained in the 2000 ISDA Definitions,
              as published
              by the International Swaps and Derivatives Association, Inc., are incorporated
              into this Confirmation.  In the event of any inconsistency between
              those definitions and provisions and this Confirmation, this Confirmation
              will
              govern.

            


            This
              Confirmation constitutes a “Confirmation” as referred to in, and supplements,
              forms part of and is subject to, the ISDA Master Agreement dated as
              of 1st of
              March 2005 as amended and supplemented from time to time (the “Agreement”),
              between NGFP and Counterparty.  All provisions contained in the
              Agreement govern this Confirmation except as expressly modified
              below.

            


            1.  The
              terms of the particular Swap Transaction to which this Confirmation
              relates are
              as follows:

            


            
              	
                      Notional
                        Amount:

                    	
                      (See
                        Amortization Schedule)

                    
	 	 
	
                      Trade
                        Date:

                    	
                      29
                        June 2007

                    
	 	 
	
                      Effective
                        Date:

                    	
                      10
                        July 2007, subject to adjustment in accordance with the
                        Following Business Day Convention.

                       

                    
	
                      Termination
                        Date:

                    	
                      25
                        June 2012, subject to adjustment in accordance with the
                        Following Business Day
                        Convention.

                    


            

            


            


            
              	
                      FIXED
                        AMOUNTS:

                    	 	 


            

            


            
              	 	
                      Fixed
                        Rate Payer:

                    	
                      NGFP

                    
	 	 	 
	 	
                      Fixed
                        Rate Payer Payment Dates:

                    	
                      One
                        (1) Business Day prior to the related Fixed Rate Payer Period
                        End
                        Date

                       

                    
	 	 	 
	 	
                      Fixed
                        Rate Payer Period End Dates:

                    	
                      The
                        25th of each month from and including the 25th of July 2007
                        to and
                        including the 25th of June 2012, subject to No
                        Adjustment

                    
	 	 	 
	 	
                      Fixed
                        Rate:

                    	
                      (See
                        Amortization Schedule)

                    
	 	 	 
	 	
                      Fixed
                        Rate Day Count Fraction:

                    	
                      30/360

                    
	 	 	 
	 	
                      Fixed
                        Rate Business Days:

                    	
                      New
                        York

                    


            

            


            
              	
                      FLOATING
                        AMOUNTS:

                    	 	 


            

            


            
              	 	
                      Floating
                        Rate Payer:

                    	
                      Counterparty

                    
	 	 	 
	 	
                      Floating
                        Rate Payer Payment Dates:

                    	
                      One
                        (1) Business Day prior to the related Floating Rate Payer
                        Period End
                        Date

                       

                    
	 	
                      Floating
                        Rate Payer Period End Dates:

                    	
                      The
                        25th of each month (from and including the 25th of July 2007
                        to and
                        including the 25th of June 2012, subject to adjustment in
                        accordance with
                        the Following Business Day Convention)

                       

                    
	 	
                      Floating
                        Rate for initial Calculation Period:

                    	
                      To
                        be determined

                       

                    
	 	
                      Floating
                        Rate Option:

                    	
                      USD-LIBOR-BBA

                    
	 	 	 
	 	
                      Designated
                        Maturity:

                    	
                      1
                        month

                    
	 	 	 
	 	
                      Spread:

                    	
                      None

                    
	 	 	 
	 	
                      Floating
                        Rate Day Count Fraction:

                    	
                      Act/360

                    
	 	 	 
	 	
                      Reset
                        Dates:

                    	
                      The
                        first day of each Calculation Period.

                    
	 	 	 
	 	
                      Compounding:

                    	
                      Not
                        Applicable

                    
	 	 	 
	 	
                      Compounding
                        Dates:

                    	
                      Not
                        Applicable

                    
	 	 	 
	 	
                      Floating
                        Rate Business Days:

                    	
                      New
                        York

                    
	 	 	 


            

            
              	 	 
	
                      Calculation
                        Agent:

                    	
                      NGFP
                        unless otherwise stated in the ISDA Master
                        Agreement

                    


            

            


            
              	
                      2.
                        Additional Provisions:

                    	
                      Counterparty
                        shall pay USD
                        1,762,000.00 to NGFP on 10 July 2007

                    
	 	 
	
                      3.
                        Account Details:

                       

                      Payments
                        to NGFP,

                       

                    	 


            

            


            
              	
                      Agent
                        Bank:

                    	 	
                      BOFAUS3N

                    
	 	 	 
	
                      Account
                        No:

                    	 	
                      6550-3-61610

                    
	 	 	 
	
                      Beneficiary:

                    	 	
                      NOMURA
                        GLOBAL FINANCIAL PRODUCTS

                    


            

            


            Payments
              to Counterparty,

            


            
              	
                      Agent
                        Bank:

                    	 	
                      CHASUS33

                    
	 	 	 
	
                      Account
                        No:

                    	 	
                      066911184

                    
	 	 	 
	
                      Beneficiary:

                    	 	
                      SWISS
                        RE FINANCIAL PRODUCTS CORPORATION
                        ...

                    


            

            


            4.
              Offices:

            


            The
              Office for NGFP is New York.

            The
              Office for Counterparty is New York.

            


            
              	
                      5.
                        Credit Support Documents:

                    	
                      As
                        set out in the applicable ISDA Master
                        Agreement.

                    


            

            


            6.
              Each
              party hereto represents that entering into this Transaction is authorised
              and
              does not violate any laws of its jurisdiction or organisation or residence
              or
              the terms of any agreement to which it is a party. Each party hereto
              represents
              that (i) it is not relying on the other party in connection with its
              decision to
              enter into this Transaction, and neither party is acting as an advisor
              to or
              fiduciary of the other party in connection with this Transaction regardless
              of
              whether the other party has provided or provides it with market information
              or
              its views, (ii) it understands the risks of this Transaction and any;
              legal,
              regulatory, tax accounting and economic consequences resulting therefrom;
              and
              (iii) it has determined based upon its own judgement and upon any advice
              received from its own professional advisors as it has deemed necessary
              to
              consult that entering into this Transaction is appropriate for such
              party in
              light of its financial capabilities and objectives. Each party hereto
              represents
              that upon due execution and delivery of this Confirmation, it will
              constitute a
              legally valid and binding obligation, enforceable against it in accordance
              with
              its terms, subject to applicable principles of bankruptcy and creditors’ rights
              generally and to equitable principles of general application.

             

            7.
              Counterparty hereby consents to the assignment by NGFP of its rights
              and
              obligations under this Transaction to that certain trust to be named
“Nomura
              Asset Acceptance Corporation, Alternative Loan Trust, Series 2007-3” sponsored
              by Nomura Credit & Capital, Inc.

            


            
              
                

              



            Please
              confirm that the foregoing correctly sets forth the terms of our agreement
              by
              signing a copy of this Confirmation and returning it to us by facsimile
              transmission on 020 7521 2487 to Nomura International plc, Attention:
              Swap
              Operations. If you disagree with any details within this confirmation,
              please
              telephone our documentation team on +44 (0)20 7521 3362/3218 as soon
              as
              possible.

            


            
              	
                      Yours
                        faithfully,

                       

                       

                      NGFP

                       

                    	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                      By:

                    	 	 	
                      By:

                    	 
	 	 	 	 	 
	
                      Name:

                    	
                      Samina
                        Chaudhry

                    	 	
                      Name:

                    	 
	 	
                      Operations

                    	 	 	 
	 	
                      Nomura
                        International Plc as agent for

                    	 	 	 
	 	
                      Nomura
                        Global Financial Products Inc.

                    	 	 	 


            

            


            


            
              	
                      Confirmed
                        and accepted as of the date first written:

                       

                      Swiss
                        Re Financial Products Corporation

                       

                    	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                      By:

                    	
                      /s/
                        Joseph Gullo

                    	 	
                      By:

                    	 
	 	 	 	 	 
	
                      Name:

                    	
                      Joseph
                        Gullo

                    	 	
                      Name:

                    	 
	
                      Title:

                    	
                      Joseph
                        Gullo 

                    	 	
                      Title:

                    	 


            

            
 

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            


            Amortization
              Schedule

            


            


            
              	
                      Calculation
                        Periods

                    	 	 
	
                      From
                        and including

                    	
                      To
                        but excluding

                    	
                      Fixed
                        Rate

                    	
                       USD
                        Notional Amount

                    
	
                      10
                        July 2007

                    	
                      25
                        July 2007

                    	
                      5.75
                        per cent

                    	
                      383,381,000.00

                    
	
                      25
                        July 2007

                    	
                      25  August  2007

                    	
                      5.75
                        per cent

                    	
                      368,656,028.51

                    
	
                      25
                        August 2007

                    	
                      25
                        September 2007

                    	
                      5.75
                        per cent

                    	
                      354,496,002.03

                    
	
                      25
                        September  2007

                    	
                      25
                        October 2007

                    	
                      5.75
                        per cent

                    	
                      340,879,860.19

                    
	
                      25
                        October 2007

                    	
                      25
                        November 2007

                    	
                      5.75
                        per cent

                    	
                      327,786,712.44

                    
	
                      25
                        November 2007

                    	
                      25
                        December 2007

                    	
                      5.75
                        per cent

                    	
                      315,196,470.68

                    
	
                      25
                        December 2007

                    	
                      25
                        January 2008

                    	
                      5.75
                        per cent

                    	
                      303,089,818.33

                    
	
                      25
                        January 2008

                    	
                      25  February  2008

                    	
                      5.75
                        per cent

                    	
                      291,448,180.81

                    
	
                      25
                        February 2008

                    	
                      25
                        March 2008

                    	
                      5.75
                        per cent

                    	
                      280,253,696.96

                    
	
                      25
                        Mach 2008

                    	
                      25
                        April 2008

                    	
                      5.75
                        per cent

                    	
                      269,489,191.67

                    
	
                      25
                        April 2008

                    	
                      25
                        May 2008

                    	
                      5.75
                        per cent

                    	
                      259,138,149.52

                    
	
                      25
                        May 2008

                    	
                      25
                        June 2008

                    	
                      5.75
                        per cent

                    	
                      249,184,689.45

                    
	
                      25
                        Jun 2008

                    	
                      25
                        July 2008

                    	
                      5.75
                        per cent

                    	
                      239,613,540.38

                    
	
                      25
                        July 2008

                    	
                      25
                        August 2008

                    	
                      5.75
                        per cent

                    	
                      227,850,526.51

                    
	
                      25
                        August 2008

                    	
                      25
                        September 2008

                    	
                      5.75
                        per cent

                    	
                      219,098,819.66

                    
	
                      25
                        September 2008

                    	
                      25
                        October 2008

                    	
                      5.75
                        per cent

                    	
                      210,683,264.65

                    
	
                      25
                        October 2008

                    	
                      25
                        November 2008

                    	
                      5.75
                        per cent

                    	
                      202,590,949.93

                    
	
                      25
                        November 2008

                    	
                      25
                        December 2008

                    	
                      5.75
                        per cent

                    	
                      194,809,459.88

                    
	
                      25
                        December 2008

                    	
                      25
                        January 2009

                    	
                      5.75
                        per cent

                    	
                      187,326,855.78

                    
	
                      25
                        January 2009

                    	
                      25
                        February 2009

                    	
                      5.75
                        per cent

                    	
                      180,131,305.70

                    
	
                      25
                        February 2009

                    	
                      25
                        March 2009

                    	
                      5.75
                        per cent

                    	
                      171,278,505.28

                    
	
                      25
                        March 2009

                    	
                      25
                        April 2009

                    	
                      5.75
                        per cent

                    	
                      164,699,721.85

                    
	
                      25
                        April 2009

                    	
                      25
                        May 2009

                    	
                      5.75
                        per cent

                    	
                      158,373,628.57

                    
	
                      25
                        May 2009

                    	
                      25
                        June 2009

                    	
                      5.75
                        per cent

                    	
                      152,290,519.66

                    
	
                      25
                        Jun 2009

                    	
                      25
                        July 2009

                    	
                      5.50
                        per cent

                    	
                      146,441,062.10

                    
	
                      25
                        July 2009

                    	
                      25
                        August 2009

                    	
                      5.50
                        per cent

                    	
                      140,816,281.39

                    
	
                      25  August
                        2009

                    	
                      25
                        September 2009

                    	
                      5.50
                        per cent

                    	
                      135,407,547.73

                    
	
                      25
                        September 2009

                    	
                      25
                        October 2009

                    	
                      5.50
                        per cent

                    	
                      130,206,562.76

                    
	
                      25
                        October 2009

                    	
                      25
                        November 2009

                    	
                      5.50
                        per cent

                    	
                      125,205,346.90

                    
	
                      25
                        November 2009

                    	
                      25
                        December 2009

                    	
                      5.50
                        per cent

                    	
                      120,396,227.04

                    
	
                      25
                        December 2009

                    	
                      25
                        January 2010

                    	
                      5.50
                        per cent

                    	
                      115,771,824.80

                    
	
                      25
                        January 2010

                    	
                      25
                        February 2010

                    	
                      5.50
                        per cent

                    	
                      109,781,512.24

                    
	
                      25
                        February 2010

                    	
                      25
                        March 2010

                    	
                      5.50
                        per cent

                    	
                      105,214,415.69

                    
	
                      25
                        March 2010

                    	
                      25
                        April 2010

                    	
                      5.50
                        per cent

                    	
                      101,173,144.70

                    
	
                      25
                        April 2010

                    	
                      25
                        May 2010

                    	
                      5.50
                        per cent

                    	
                      97,287,098.36

                    
	
                      25
                        May 2010

                    	
                      25
                        June 2010

                    	
                      5.50
                        per cent

                    	
                      93,550,314.53

                    
	
                      25
                        Jun 2010

                    	
                      25
                        July 2010

                    	
                      5.25
                        per cent

                    	
                      89,957,060.03

                    
	
                      25
                        July 2010

                    	
                      25
                        August 2010

                    	
                      5.25
                        per cent

                    	
                      86,501,821.94

                    
	
                      25  August
                        2010

                    	
                      25
                        September 2010

                    	
                      5.25
                        per cent

                    	
                      83,179,299.06

                    
	
                      25
                        September 2010

                    	
                      25
                        October 2010

                    	
                      5.25
                        per cent

                    	
                      79,984,393.82

                    
	
                      25
                        October 2010

                    	
                      25
                        November 2010

                    	
                      5.25
                        per cent

                    	
                      76,912,204.44

                    
	
                      25
                        November 2010

                    	
                      25
                        December 2010

                    	
                      5.25
                        per cent

                    	
                      73,958,017.43

                    
	
                      25
                        December 2010

                    	
                      25
                        January 2011

                    	
                      5.25
                        per cent

                    	
                      71,117,300.33

                    
	
                      25
                        January 2011

                    	
                      25
                        February 2011

                    	
                      5.25
                        per cent

                    	
                      68,385,694.77

                    
	
                      25
                        February 2011

                    	
                      25
                        March 2011

                    	
                      5.25
                        per cent

                    	
                      65,759,009.80

                    
	
                      25
                        March 2011

                    	
                      25
                        April 2011

                    	
                      5.25
                        per cent

                    	
                      63,233,215.44

                    
	
                      25
                        April 2011

                    	
                      25
                        May 2011

                    	
                      5.25
                        per cent

                    	
                      60,804,436.48

                    
	
                      25
                        May 2011

                    	
                      25
                        June 2011

                    	
                      5.25
                        per cent

                    	
                      58,468,946.58

                    
	
                      25
                        June 2011

                    	
                      25
                        July 2011

                    	
                      5.25
                        per cent

                    	
                      56,223,162.52

                    
	
                      25
                        July 2011

                    	
                      25
                        August 2011

                    	
                      5.25
                        per cent

                    	
                      54,063,638,71

                    
	
                      25
                        August 2011

                    	
                      25
                        September 2011

                    	
                      5.25
                        per cent

                    	
                      51,987,061.91

                    
	
                      25
                        September 2011

                    	
                      25
                        October 2011

                    	
                      5.25
                        per cent

                    	
                      49,990,246.14

                    
	
                      25
                        October 2011

                    	
                      25
                        November 2011

                    	
                      5.25
                        per cent

                    	
                      48,070,127.78

                    
	
                      25
                        November 2011

                    	
                      25
                        December 2011

                    	
                      5.25
                        per cent

                    	
                      46,223,760.89

                    
	
                      25
                        December 2011

                    	
                      25
                        January 2012

                    	
                      5.25
                        per cent

                    	
                      44,448,312.71

                    
	
                      25
                        January 2012

                    	
                      25
                        February 2012

                    	
                      5.25
                        per cent

                    	
                      42,741,059.23

                    
	
                      25
                        February 2012

                    	
                      25
                        March 2012

                    	
                      5.25
                        per cent

                    	
                      2,682,617.40

                    
	
                      25
                        March 2012

                    	
                      25
                        April 2012

                    	
                      5.25
                        per cent

                    	
                      2,579,578.44

                    
	
                      25
                        April 2012

                    	
                      25
                        May 2012

                    	
                      5.25
                        per cent

                    	
                      2,480,497.19

                    
	
                      25
                        May 2012

                    	
                      25
                        June 2012

                    	
                      5.25
                        per cent

                    	
                      2,385,221.64

                    


            

            


            
              Nomura
                International plc. Regulated and authorised by the
                Financial Services Authority. Member of the London Stock Exchange.

              Registered
                in England no. 1550505 VAT No. 447 2492 35. Registered Office: 1
                St
                Martin’s-le-Grand London EC1A 4NP.

              A
                member
                of the Nomura group of companies.



          

          
          

        

      

       

      
        
          	
                  DATE:

                	
                  July
                    10, 2007

                
	 	 
	
                  TO:

                	
                  HSBC
                    Bank USA, National Association, not individually, but solely
                    as
                    Supplemental Interest Trust Trustee on behalf of the Supplemental
                    Interest
                    Trust with respect to the Nomura Asset Acceptance Corporation,
                    Alternative
                    Loan Trust, Series 2007-3, Mortgage Pass-Through Certificates,
                    Series
                    2007-3

                
	 	
                  Attn:  Elena
                    Zheng – NAAC 2007-3

                
	 	
                  Phone:  212-525-1367

                
	 	
                  Fax:      212-525-1300

                
	 	 
	
                  FROM:

                	
                  Swiss
                    Re Financial Products Corporation

                
	 	 
	
                  SUBJECT:

                	
                  Fixed
                    Income Derivatives Confirmation

                
	 	 
	
                  REFERENCE
                    NUMBER:

                	
                  SRFP
                    Ref: 1627575

                


        

        


        The
          purpose of this long-form confirmation (“Long-form
          Confirmation”) is to confirm the terms and conditions
          of the current Transaction entered into on the Trade Date specified below
          (the
“Transaction”) between Swiss Re Financial Products
          Corporation (“Party
          A”) and
          HSBC
          Bank USA, National Association, not individually, but solely as supplemental
          interest trust trustee (the “Supplemental Interest Trust Trustee”) on behalf of
          the supplemental interest trust with respect to the Nomura Asset Acceptance
          Corporation, Alternative Loan Trust, Series 2007-3, Mortgage Pass-Through
          Certificates, Series 2007-3 (the “Supplemental Interest Trust”) (“Party
          B”) created under the pooling and servicing agreement, dated as
          of June
          1, 2007, among Nomura Asset Acceptance Corporation (the “Depositor”), Nomura
          Credit & Capital, Inc. (the “Servicer”), GMAC Mortgage, LLC (the
“Servicer”), Wells Fargo Bank, National Association (the “Master Servicer” and
“Securities Administrator”), and HSBC Bank USA, National Association (the
“Trustee”) (the “Pooling and Servicing
          Agreement”).  This Long-form Confirmation evidences a
          complete and binding agreement between you and us to enter into the Transaction
          on the terms set forth below and replaces any previous agreement between
          us with
          respect to the subject matter hereof.  Item 2 of this Long-form
          Confirmation constitutes a “Confirmation” as referred to in the
          ISDA Master Agreement (defined below); Item 3 of this Long-form Confirmation
          constitutes a “Schedule” as referred to in the ISDA Master
          Agreement; and Annex A hereto constitutes Paragraph 13 of a Credit Support
          Annex
          to the Schedule.

        


        
          	
                  Item
                    1.

                	
                  The
                    Confirmation set forth at Item 2 hereof shall supplement, form
                    a part of,
                    and be subject to an agreement in the form of the ISDA Master
                    Agreement
                    (Multicurrency - Cross Border) as published and copyrighted in
                    1992 by the
                    International Swaps and Derivatives Association, Inc. (the “ISDA
                    Master Agreement”), as if Party A and Party B had executed an
                    agreement in such form on the date hereof, with a Schedule as
                    set forth in
                    Item 3 of this Long-form Confirmation, and an ISDA Credit Support
                    Annex
                    (Bilateral Form - ISDA Agreements Subject to New York Law Only
                    version) as
                    published and copyrighted in 1994 by the International Swaps
                    and
                    Derivatives Association, Inc., with Paragraph 13 thereof as set
                    forth in
                    Annex A hereto (the “Credit Support
                    Annex”).  For the avoidance of doubt, the Transaction
                    described herein shall be the sole Transaction governed by such
                    ISDA
                    Master Agreement.

                


        

        


        
          	
                  Item
                    2.

                	
                  The
                    terms of the particular Transaction to which this Confirmation
                    relates are
                    as follows:

                


        

        


        
          	
                  Type
                    of Transaction:

                	
                  Interest
                    Rate Swap

                
	 	 
	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the amount set forth for such
                    Calculation Period on Schedule I attached hereto.

                
	 	 
	
                  Trade
                    Date:

                	
                  June
                    29, 2007

                
	 	 
	
                  Effective
                    Date:

                	
                  July
                    10, 2007

                
	 	 
	
                  Termination
                    Date:

                	
                  June
                    25, 2012, subject to adjustment in accordance with the Business
                    Day
                    Convention; provided, however, that for the purpose of determining
                    the
                    final Fixed Rate Payer Period End Date, Termination Date shall
                    be subject
                    to No Adjustment.

                
	 	 
	
                  Fixed
                    Amounts:

                	 
	 	 
	
                  Fixed
                    Rate Payer:

                	
                  Party
                    B

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    July 25, 2007, and ending on the Termination Date, with No
                    Adjustment.

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Payment
                    Dates:

                	
                  Early
                    Payment shall be applicable.  The Fixed Rate Payer Payment date
                    shall be one (1) Business Day preceding each Fixed Rate Payer
                    Period End
                    Date.

                
	 	 
	
                  Fixed
                    Rate:

                	
                  With
                    respect to any Calculation Period, the Fixed Rate set forth for
                    such
                    Calculation Period on Schedule I attached hereto.

                
	 	 
	
                  Fixed
                    Rate Day

                	 
	
                  Count
                    Fraction:

                	
                  30/360

                
	 	 
	
                  Floating
                    Amounts:

                	 
	 	 
	
                  Floating
                    Rate Payer:

                	
                  Party
                    A

                
	 	 
	
                  Floating
                    Rate Payer

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    July 25, 2007, and ending on the Termination Date, subject to
                    adjustment
                    in accordance with the Business Day Convention.

                
	 	 
	
                  Floating
                    Rate Payer

                	 
	
                  Payment
                    Dates:

                	
                  Early
                    Payment shall be applicable.  The Floating Rate Payer Payment
                    date shall be one (1) Business Day preceding each Floating Rate
                    Payer
                    Period End Date.

                
	 	 
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA

                
	 	 
	
                  Designated
                    Maturity:

                	
                  One
                    month

                
	 	 
	
                  Floating
                    Rate Day

                	 
	
                  Count
                    Fraction:

                	
                  Actual/360

                
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period.

                
	 	 
	
                  Compounding:

                	
                  Inapplicable

                
	 	 
	
                  Business
                    Days:

                	
                  New
                    York

                
	 	 
	
                  Business
                    Day Convention:

                	
                  Following

                
	 	 


        

        Item
          3.                      Provisions
          Deemed Incorporated in a Schedule to the ISDA Master Agreement:

        


        
          	
                  Part
                    1.

                	
                  Termination
                    Provisions.

                


        

        


        
          	
                   

                	
                  For
                    the purposes of this Agreement:-

                


        

        


        (a)           “Specified
          Entity” will not apply to Party A or Party B for any
          purpose.

        


        
          	
                  (b)

                	
                  “Specified
                    Transaction” will have the meaning specified in Section
                    14.

                


        

        


        
          	
                  (c)

                	
                  Events
                    of Default.

                


        

        


        The
          statement below that an Event of Default will apply to a specific party
          means
          that upon the occurrence of such an Event of Default with respect to such
          party,
          the other party shall have the rights of a Non-defaulting Party under Section
          6
          of this Agreement; conversely, the statement below that such event will
          not
          apply to a specific party means that the other party shall not have such
          rights.

        


        
          	
                  (i)            

                	
                  The
                    “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                    will apply to Party A and will apply to Party B; provided, however,
                    that  Section 5(a)(i) is hereby amended by replacing the word
                    “third” with the word “first”; provided, further, that notwithstanding
                    anything to the contrary in Section 5(a)(i), any failure by Party
                    A to
                    comply with or perform any obligation to be complied with or
                    performed by
                    Party A under the Credit Support Annex shall not constitute an
                    Event of
                    Default under Section 5(a)(i) unless a Moody’s Second Trigger Downgrade
                    Event has occurred and is continuing and at least 30 Local Business
                    Days
                    have elapsed since such Moody’s Second Trigger Downgrade Event first
                    occurred.

                


        

        


        
          	
                  (ii)         
                     

                	
                  The
                    “Breach of Agreement” provisions of Section 5(a)(ii) will
                    apply to Party A and will not apply to Party
                    B.

                


        

        


        
          	
                  (iii)        
                     

                	
                  The
                    “Credit Support Default” provisions of Section 5(a)(iii)
                    will apply to Party A and will not apply to Party B except that
                    Section
                    5(a)(iii)(1) will apply to Party B solely in respect of Party
                    B’s
                    obligations under Paragraph 3(b); provided, however, that notwithstanding
                    anything to the contrary in Section 5(a)(iii)(1), any failure
                    by Party A
                    to comply with or perform any obligation to be complied with
                    or performed
                    by Party A under the Credit Support Annex shall not constitute
                    an Event of
                    Default under Section 5(a)(iii) unless a Moody’s Second Trigger Downgrade
                    Event has occurred and is continuing and at least 30 Local Business
                    Days
                    have elapsed since such Moody’s Second Trigger Downgrade Event first
                    occurred.

                


        

        


        
          	
                  (iv)        
                     

                	
                  The
                    “Misrepresentation” provisions of Section 5(a)(iv) will
                    apply to Party A and will not apply to Party
                    B.

                


        

        


        
          	
                  (v)         
                     

                	
                  The
                    “Default under Specified Transaction” provisions of
                    Section 5(a)(v) will apply to Party A and will not apply to Party
                    B.

                


        

        


        
          	
                  (vi)        
                     

                	
                  The
                    “Cross Default” provisions of Section 5(a)(vi) will apply
                    to Party A and will not apply to Party B.  For purposes of
                    Section 5(a)(vi), solely with respect to Party
                    A:

                


        

        


        “Specified
          Indebtedness” will have the meaning specified in Section 14, except that such
          term shall not include insurance contracts entered into in the ordinary
          course
          of Party A’s Credit Support Provider’s insurance business.

        


        “Threshold
          Amount” means with respect to Party A an amount equal to three percent (3%) of
          the shareholders’ equity of Party A or, if applicable, a guarantor under an
          Eligible Guarantee with credit ratings at least equal to the S&P Required
          Ratings Threshold and the Moody’s Second Trigger Threshold, (as shown in the
          most recent annual audited financial statements of such entity determined
          in
          accordance with generally accepted accounting
          principles).

        


        
          	
                  (vii)         

                	
                  The
                    “Bankruptcy” provisions of Section 5(a)(vii) will apply
                    to Party A and will apply to Party B; provided, however, that,
                    for
                    purposes of applying Section 5(a)(vii) to Party B: (A) Section
                    5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall
                    not apply to
                    any assignment, arrangement or composition that is effected by
                    or pursuant
                    to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
                    shall not
                    apply to a proceeding instituted, or a petition presented, by
                    Party A or
                    any of its Affiliates (for purposes of Section 5(a)(vii)(4),
                    Affiliate
                    shall have the meaning set forth in Section 14, notwithstanding
                    anything
                    to the contrary in this Agreement), (D) Section 5(a)(vii)(6)
                    shall not
                    apply to any appointment that is effected by or pursuant to the
                    Pooling
                    and Servicing Agreement, or any appointment to which Party B
                    has not yet
                    become subject; (E) Section 5(a)(vii) (7) shall not apply; (F)
                    Section
                    5(a)(vii)(8) shall apply only to the extent of any event which
                    has an
                    effect analogous to any of the events specified in clauses (1),
                    (3), (4),
                    (5) or (6) of Section 5(a)(vii), in each case as modified in
                    this Part
                    1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                    apply.

                


        

        


        
          	
                  (viii)      
                     

                	
                  The
                    “Merger Without Assumption” provisions of Section
                    5(a)(viii) will apply to Party A and will  not apply to Party
                    B.

                


        

        


        (d)           Termination
          Events.

        


        The
          statement below that a Termination Event will apply to a specific party
          means
          that upon the occurrence of such a Termination Event, if such specific
          party is
          the Affected Party with respect to a Tax Event, the Burdened Party with
          respect
          to a Tax Event Upon Merger (except as noted below) or the non-Affected
          Party
          with respect to a Credit Event Upon Merger, as the case may be, such specific
          party shall have the right to designate an Early Termination Date in accordance
          with Section 6 of this Agreement; conversely, the statement below that
          such an
          event will not apply to a specific party means that such party shall not
          have
          such right; provided, however, with respect to “Illegality” the statement that
          such event will apply to a specific party means that upon the occurrence
          of such
          a Termination Event with respect to such party, either party shall have
          the
          right to designate an Early Termination Date in accordance with Section
          6 of
          this Agreement.

        


        (i)           The
          “Illegality” provisions of Section 5(b)(i) will apply to Party
          A and will apply to Party B.

        


        
          	
                   

                	
                  (ii)

                	
                  The
                    “Tax Event” provisions of Section 5(b)(ii) will apply
                    to
                    Party A except that, for purposes of the application of Section
                    5(b)(ii)
                    to Party A, Section 5(b)(ii) is hereby amended by deleting the
                    words “(x)
                    any action taken by a taxing authority, or brought in a court
                    of competent
                    jurisdiction, on or after the date on which a Transaction is
                    entered into
                    (regardless of whether such action is taken or brought with respect
                    to a
                    party to this Agreement) or (y)”, and the “Tax Event”
                    provisions of Section 5(b)(ii) will apply to Party
                    B.

                


        

        


        
          	
                   

                	
                  (iii)

                	
                  The
                    “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                    will apply to Party A and will apply to Party B, provided that
                    Party A
                    shall not be entitled to designate an Early Termination Date
                    by reason of
                    a Tax Event upon Merger in respect of which it is the Affected
                    Party.

                


        

        


        
          	
                   

                	
                  (iv)

                	
                  The
                    “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                    will not apply to Party A and will not apply to Party
                    B.

                


        

        


        
          	
                  (e)

                	
                  The
                    “Automatic Early Termination” provision of Section 6(a)
                    will not apply to Party A and will not apply to Party
                    B.

                


        

        


        (f)           Payments
          on Early Termination.  For the purpose of Section 6(e) of
          this Agreement:

        


        
          	
                  (i)  

                	
                  Market
                    Quotation will apply, provided, however, that, notwithstanding
                    anything to
                    the contrary in this Agreement, if an Early Termination Date
                    has been
                    designated as a result of a Derivative Provider Trigger Event,
                    the
                    following provisions will apply:

                


        

        


        
          	
                   

                	
                  (A)

                	
                  The
                    definition of Market Quotation in Section 14 shall be deleted
                    in its
                    entirety and replaced with the
                    following:

                


        

        


        “Market
          Quotation” means, with respect to one or more Terminated
          Transactions, a Firm Offer which is (1) made by an Eligible Replacement,
          (2) for
          an amount that would be paid to Party B (expressed as a negative number)
          or by
          Party B (expressed as a positive number) in consideration of an agreement
          between Party B and such Eligible Replacement to enter into a Replacement
          Transaction, and (3) made on the basis that Unpaid Amounts in respect of
          the
          Terminated Transaction or group of Transactions are to be excluded but,
          without
          limitation, any payment or delivery that would, but for the relevant Early
          Termination Date, have been required (assuming satisfaction of each applicable
          condition precedent) after that Early Termination Date is to be
          included.

        


        
          	
                   

                	
                  (B)

                	
                  The
                    definition of Settlement Amount shall be deleted in its entirety
                    and
                    replaced with the following:

                


        

        


        “Settlement
          Amount” means, with respect to any Early Termination Date, an
          amount (as determined by Party B) equal to:

        


        
          	
                   

                	
                  (a)

                	
                  if,
                    on or prior to such Early Termination Date, a Market Quotation
                    for the
                    relevant Terminated Transaction or group of Terminated Transactions
                    is
                    accepted by Party B at the written direction of the Depositor
                    so as to
                    become legally binding, the Termination Currency Equivalent of
                    the amount
                    (whether positive or negative) of such Market
                    Quotation;

                


        

        


        
          	
                   

                	
                  (b)

                	
                  if,
                    on such Early Termination Date, no Market Quotation for the relevant
                    Terminated Transaction or group of Terminated Transactions has
                    been
                    accepted by Party B at the written direction of the Depositor
                    so as to
                    become legally binding and one or more Market Quotations from
                    Approved
                    Replacements have been communicated to Party B and remain capable
                    of
                    becoming legally binding upon acceptance by Party B, the Termination
                    Currency Equivalent of the amount (whether positive or negative)
                    of the
                    lowest of such Market Quotations (for the avoidance of doubt,
                    (I) a Market
                    Quotation expressed as a negative number is lower than a Market
                    Quotation
                    expressed as a positive number and (II) the lower of two Market
                    Quotations
                    expressed as negative numbers is the one with the largest absolute
                    value);
                    or

                


        

        


        
          	
                   

                	
                  (c)

                	
                  if,
                    on such Early Termination Date, no Market Quotation for the relevant
                    Terminated Transaction or group of Terminated Transactions is
                    accepted by
                    Party B so as to become legally binding and no Market Quotation
                    from an
                    Approved Replacement has been communicated to Party B and remains
                    capable
                    of becoming legally binding upon acceptance by Party B, Party
                    B’s Loss
                    (whether positive or negative and without reference to any Unpaid
                    Amounts)
                    for the relevant Terminated Transaction or group of Terminated
                    Transactions.”

                


        

        


        
          	
                   

                	
                  (C)

                	
                  If
                    Party B at the written direction of the Depositor requests Party
                    A in
                    writing to obtain Market Quotations, Party A shall use its reasonable
                    efforts to do so before the Early Termination
                    Date.

                


        

        


        
          	
                   

                	
                  (D)

                	
                  If
                    the Settlement Amount is a negative number, Section 6(e)(i)(3)
                    shall be
                    deleted in its entirety and replaced with the
                    following:

                


        

        


        “(3)
          Second Method and Market Quotation. If the Second Method and Market
          Quotation apply, (I) Party B shall pay to Party A an amount equal to the
          absolute value of the Settlement Amount in respect of the Terminated
          Transactions, (II) Party B shall pay to Party A the Termination Currency
          Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall
          pay to
          Party B the Termination Currency Equivalent of the Unpaid Amounts owing
          to Party
          B; provided, however, that (x) the amounts payable under the immediately
          preceding clauses (II) and (III) shall be subject to netting in accordance
          with
          Section 2(c) of this Agreement and (y) notwithstanding any other provision
          of
          this Agreement, any amount payable by Party A under the immediately preceding
          clause (III) shall not be netted against any amount payable by Party B
          under the
          immediately preceding clause (I).”

        


        
          	
                   

                	
                  (E)

                	
                  At
                    any time on or before the Early Termination Date at which two
                    or more
                    Market Quotations from Approved Replacements have been communicated
                    to
                    Party B and remain capable of becoming legally binding upon acceptance
                    by
                    Party B, Party B shall be entitled to accept only the lowest
                    of such
                    Market Quotations (for the avoidance of doubt, (I) a Market Quotation
                    expressed as a negative number is lower than a Market Quotation
                    expressed
                    as a positive number and (II) the lower of two Market Quotations
                    expressed
                    as negative numbers is the one with the largest absolute
                    value).

                


        

        


        
          	
                   

                	
                  (F)

                	
                  In
                    determining whether or not a Firm Offer satisfies clause (B)(y)
                    of the
                    definition of Replacement Transaction and whether or not a proposed
                    transfer satisfies clause (e)(B)(y) of the definition of Permitted
                    Transfer, Party B shall act in a commercially reasonable
                    manner.

                


        

        


        
          	
                  (ii)  

                	
                  The
                    Second Method will apply.

                


        

        


        (g)           “Termination
          Currency” means USD.

        


        (h)           Additional
          Termination Events.  Additional Termination Events will apply
          as provided in Part 5(c).

         

        Part
          2.   Tax Matters.

        


        (a)           Tax
          Representations.

        


        
          	
                   

                	
                  (i)

                	
                  Payer
                    Representations.  For the purpose of Section 3(e) of
                    this Agreement:

                


        

         

        (A)           Party
          A makes the following representation(s):

        


        None.

        


        (B)           Party
          B makes the following representation(s):

        


        None.

        


        (ii)           Payee
          Representations.  For the purpose of Section 3(f) of this
          Agreement:

         

        (A)           Party
          A makes the following representation(s):

        


        Party
          A
          represents that it is a corporation organized under the laws of the State
          of
          Delaware.

        


        (B)           Party
          B makes the following representation(s):

        


        None.

        


        
          	
                  (b)

                	
                  Tax
                    Provisions.

                


        

        


        
          	
                   

                	
                  (i)

                	
                  Gross
                    Up.  Section 2(d)(i)(4) shall not apply to Party B as
                    X, and Section 2(d)(ii) shall not apply to Party B as Y, in each
                    case such
                    that Party B shall not be required to pay any additional amounts
                    referred
                    to therein.

                


        

        


        
          	
                   

                	
                  (ii)

                	
                  Indemnifiable
                    Tax.  The definition of “Indemnifiable Tax” in Section
                    14 is deleted in its entirety and replaced with the
                    following:

                


        

        


        “Indemnifiable
          Tax” means, in relation to payments by Party A, any Tax and,
          in
          relation to payments by Party B, no Tax.

        


          Part
          3.  Agreement to Deliver Documents. 

        


         (a)           For
          the purpose of Section 4(a)(i), tax forms, documents, or certificates to
          be
          delivered are:

        


        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                
	
                  Party
                    A

                	
                  An
                    original properly completed and executed United States Internal
                    Revenue
                    Service Form W-9 (or any successor thereto) with respect to any
                    payments
                    received or to be received by Party A that eliminates U.S. federal
                    withholding and backup withholding Tax on payments to Party A
                    under this
                    Agreement.

                	 	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii)
                    promptly upon the reasonable demand by Party B, (iv) prior to
                    the
                    expiration or obsolescence of any previously delivered form,
                    and (v)
                    promptly upon the information on any such previously delivered
                    form
                    becoming inaccurate or incorrect.

                
	 	 	 	 
	
                  Party
                    B

                	
                  A
                    correct, complete and executed U.S. Internal Revenue Service
                    Form W-9,
                    W-8BEN, W-8ECI, or W-8IMY, with appropriate attachments, as applicable,
                    or
                    any other or successor form, in each case that establishes an
                    exemption
                    from deduction or withholding obligations; and any other document
                    reasonably requested to allow Party A to make payments under
                    this
                    Agreement without any deduction or withholding for or on account
                    of any
                    tax.

                	 	
                  (i)
                    upon execution of this Agreement, (ii) on or before the first
                    payment date
                    under this Agreement, including any Credit Support Document,
                    (iii)
                    promptly upon the reasonable demand by Party A, (iv) prior to
                    the
                    expiration or obsolescence of any previously delivered form,
                    and (v)
                    promptly upon the information on any such previously delivered
                    form
                    becoming inaccurate or incorrect.

                


        

        


        


        (b)           For
          the purpose of Section 4(a)(ii), other documents to be delivered
          are:

        


        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/

                  Certificate

                	 	
                  Date
                    by which to

                  be
                    delivered

                	
                  Covered
                    by Section 3(d) Representation

                
	
                  Party
                    A and

                  Party
                    B

                	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, each Confirmation, and any Credit
                    Support
                    Documents to which it is a party, and to evidence the authority
                    of the
                    delivering party or its Credit Support Provider to perform its
                    obligations
                    under the Agreement, each Confirmation and any Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	
                  A
                    certificate of an authorized officer of the party, as to the
                    incumbency
                    and authority of the respective officers of the party signing
                    the
                    Agreement, each  Confirmation, and any relevant Credit Support
                    Document, as the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Annual
                    Report of Party A’s Credit Support Provider containing consolidated
                    financial statements certified by independent certified public
                    accountants
                    and prepared in accordance with generally accepted accounting
                    principles
                    in the country in which Party A’s Credit Support Provider is
                    organized

                	 	
                  Promptly
                    upon becoming publicly available

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Semi
                    Annual Financial Statements of Party A’s Credit Support Provider
                    containing unaudited, consolidated financial statements of Party
                    A’s
                    Credit Support Provider’s Interim Report prepared in accordance with
                    generally accepted accounting principles in the country in which
                    Party A’s
                    Credit Support Provider is organized

                	 	
                  Promptly
                    upon becoming publicly available

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  A
                    guarantee of Swiss Reinsurance Company

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  No

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  An
                    opinion of counsel to Party A’s guarantor

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  No

                
	 	 	 	 	 
	
                  Party
                    B

                	
                  An
                    opinion of counsel relating to the Pooling and Servicing Agreement
                    and the
                    other principal transaction documents reasonably acceptable to
                    Party
                    A

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  No

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Description
                    of all current credit ratings of Party A by each Rating Agency
                    then rating
                    Party A

                	 	
                  Promptly
                    upon request by Party B

                	
                  No

                
	 	 	 	 	 
	
                  Party
                    B

                	
                  Final
                    executed version of the Pooling and Servicing Agreement

                	 	
                  Promptly
                    upon such final version becoming publicly available

                	
                  No

                


        

        


        Part
          4.  Miscellaneous.

        


        
          	
                  (a)

                	
                  Address
                    for Notices:  For the purposes of Section 12(a) of
                    this Agreement:

                


        

        


        Address
          for notices or communications
          to Party A:

        


        
          	
                  Address:

                	
                  Swiss
                    Re Financial Products Corporation

                
	 	
                  55
                    East 52nd
                    Street

                
	 	
                  New
                    York, New York 10055

                
	
                  Attention:

                	
                  Head
                    of Operations

                
	
                  Facsimile:

                	
                  (917)
                    322-7201

                


        

        


        
          	
                  With
                    a copy to:

                	 
	 	 
	
                  Address:

                	
                  Swiss
                    Re Financial Products Corporation

                
	 	
                  55
                    East 52nd
                    Street

                
	 	
                  New
                    York, New York 10055

                
	
                  Attention:

                	
                  Legal
                    Department

                
	
                  Facsimile:

                	
                  (917)
                    317-5474

                
	 	 
	
                  (For
                    all purposes)

                	 


        

        


        Address
          for notices or communications
          to Party B:

        


        HSBC
          Bank USA,
          National
          Association

        Attn:
          CTLA - NAAC 2007-3

        452
Fifth
          Avenue

        New
          York, New
          York 10018

        Elena
          Zheng

        Phone:
          212-525-1367

        Fax
          212-525-1300

        


        With
          a
          copy to:

        


        Wells
          Fargo Bank, N.A.

        9062
          Old
          Annapolis Road

        Columbia,
          MD 21045

        Attn:
          Client Manger NAAC 2007-3

        Phone:
          410-884-2000

        Facsimile:410-715-2380

        


        (b)           Process
          Agent.  For the purpose of Section 13(c):

        


        Party
          A
          appoints as its Process Agent:  Not applicable.

        


        Party
          B
          appoints as its Process Agent:  Not applicable.

        


        
          	
                  (c)

                	
                  Offices.  The
                    provisions of Section 10(a) will apply to this Agreement; neither
                    Party A
                    nor Party B has any Offices other than as set forth in the Notices
                    Section.

                


        

        


        
          	
                  (d)

                	
                  Multibranch
                    Party.  For the purpose of Section 10(c) of this
                    Agreement:

                


        

        


        Party
          A is not a Multibranch
          Party.

        


        
          	
                   

                	
                  Party
                    B is not a Multibranch Party.

                


        

        


        
          	
                  (e)

                	
                  Calculation
                    Agent.  The Calculation Agent is Party A; provided,
                    however, that if an Event of Default shall have occurred with
                    respect to
                    Party A, Party B shall have the right to appoint as Calculation
                    Agent a
                    third party, reasonably acceptable to Party A, the cost for which
                    shall be
                    borne by Party A.

                


        

        


        (f)           Credit
          Support Document.

        


        
          	
                  Party
                    A:

                	
                  The
                    Credit Support Annex, and any guarantee in support of Party A’s
                    obligations under this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  The
                    Credit Support Annex, solely in respect of Party B’s obligations under
                    Paragraph 3(b) of the Credit Support
                    Annex.

                


        

        


        
          	
                  (g)

                	
                  Credit
                    Support Provider.

                


        

        


        
          	
                  Party
                    A:

                	
                  The
                    guarantor under any guarantee in support of Party A’s obligations under
                    this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  None.

                


        

        


        
          	
                  (h)

                	
                  Governing
                    Law.  The parties to this Agreement hereby agree that
                    the law of the State of New York shall govern their rights and
                    duties in
                    whole (including any claim or controversy arising out of or relating
                    to
                    this Agreement), without regard to the conflict of law provisions
                    thereof
                    other than New York General Obligations Law Sections 5-1401 and
                    5-1402.

                


        

        


        
          	
                  (i)

                	
                  Netting
                    of Payments.  Subparagraph (ii) of Section 2(c) will
                    apply to each Transaction
                    hereunder.

                


        

        


        
          	
                  (j)

                	
                  Affiliate.  “Affiliate”
                    shall have the meaning assigned thereto in Section 14; provided,
                    however,
                    that Party B shall be deemed to have no Affiliates for purposes
                    of this
                    Agreement, including for purposes of Section
                    6(b)(ii).

                


        

        


        Part
          5.   Other Provisions.

        


        
          	
                  (a)

                	
                  Definitions.
                    Unless otherwise specified in a Confirmation, this Agreement
                    and
                    each Transaction under this Agreement are subject to the 2000
                    ISDA
                    Definitions as published and copyrighted in 2000 by the International
                    Swaps and Derivatives Association, Inc. (the
                    “Definitions”), and will be governed in all relevant
                    respects by the provisions set forth in the Definitions, without
                    regard to
                    any amendment to the Definitions subsequent to the date
                    hereof.  The provisions of the Definitions are hereby
                    incorporated by reference in and shall be deemed a part of this
                    Agreement,
                    except that (i) references in the Definitions to a “Swap Transaction”
                    shall be deemed references to a “Transaction” for purposes of this
                    Agreement, and (ii) references to a “Transaction” in this Agreement shall
                    be deemed references to a “Swap Transaction” for purposes of the
                    Definitions. Each term capitalized but not defined in this Agreement
                    shall
                    have the meaning assigned thereto in the Pooling and Servicing
                    Agreement.

                


        

         

        Each
          reference herein to a “Section” (unless specifically referencing the Pooling and
          Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
          a reference to a Section of the ISDA Master Agreement; each herein reference
          to
          a “Part” will be construed as a reference to the Schedule to the ISDA Master
          Agreement; each reference herein to a “Paragraph” will be construed as a
          reference to a Paragraph of the Credit Support Annex.

         

        (b)           Amendments
          to ISDA Master Agreement.

        


        
          	
                   

                	
                  (i)

                	
                  Single
                    Agreement.  Section 1(c) is hereby amended by the
                    adding the words “including, for the avoidance of doubt, the Credit
                    Support Annex”  after the words “Master
                    Agreement”.

                


        

        


        
          	
                   

                	
                  (ii)

                	
                  Conditions
                    Precedent.

                	
                  Section
                    2(a)(iii) is hereby amended by adding the following at the end
                    thereof:

                


        

        


        Notwithstanding
          anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
          with
          respect to Party B or Potential Event of Default with respect to Party
          B has
          occurred and been continuing for more than 30 Local Business Days and no
          Early
          Termination Date in respect of the Affected Transactions has occurred or
          been
          effectively designated by Party A, the obligations of Party A under Section
          2(a)(i) shall cease to be subject to the condition precedent set forth
          in
          Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
          of
          Default or such Potential Event of Default (the “Specific
          Event”); provided, however, for the avoidance of doubt, the obligations
          of Party A under Section 2(a)(i) shall be subject to the condition precedent
          set
          forth in Section 2(a)(iii)(1) (subject to the foregoing) with respect to
          any
          subsequent occurrence of the same Event of Default with respect to Party
          B or
          Potential Event of Default with respect to Party B after the Specific Event
          has
          ceased to be continuing and with respect to any occurrence of any other
          Event of
          Default with respect to Party B or Potential Event of Default with respect
          to
          Party B that occurs subsequent to the Specific Event.

        


        
          	
                   

                	
                  (iii)

                	
                  Change
                    of Account.  Section 2(b) is hereby amended by the
                    addition of the following after the word “delivery” in the first line
                    thereof:  “to another account in the same legal and tax
                    jurisdiction as the original
                    account”.

                


        

         

        
          	
                   

                	
                  (iv)

                	
                  Representations.  Section
                    3 is hereby amended by adding at the end thereof the following
                    subsection
                    (g):

                


        

        


        
          	
                   

                	
                  “(g)

                	
                  Relationship
                    Between Parties.

                


        

        


        
          	
                   

                	
                  (1)

                	
                  Nonreliance.  (i)
                    It is not relying on any statement or representation of the other
                    party
                    (whether written or oral) regarding any Transaction hereunder,
                    other than
                    the representations expressly made in this Agreement or the Confirmation
                    in respect of that Transaction and (ii) it has consulted with
                    its own
                    legal, regulatory, tax, business, investment, financial and accounting
                    advisors to the extent it has deemed necessary, and it has made
                    its own
                    investment, hedging and trading decisions based upon its own
                    judgment and
                    upon any advice from such advisors as it has deemed necessary
                    and not upon
                    any view expressed by the other
                    party.

                


        

         

        
          	
                   

                	
                  (2)

                	
                  Evaluation
                    and Understanding.  (i) It has the capacity to evaluate
                    (internally or through independent professional advice) each
                    Transaction
                    and has made its own decision to enter into the Transaction and
                    (ii) it
                    understands the terms, conditions and risks of the Transaction
                    and is
                    willing and able to accept those terms and conditions and to
                    assume those
                    risks, financially and otherwise. 

                


        

        


        
          	
                   

                	
                  (3)

                	
                  Purpose.  It
                    is entering into the Transaction for the purposes of managing
                    its
                    borrowings or investments, hedging its underlying assets or liabilities
                    or
                    in connection with a line of
                    business.

                


        

        


        
          	
                   

                	
                  (4)

                	
                  Status
                    of Parties.  The other party is not acting as an agent,
                    fiduciary or advisor for it in respect of the
                    Transaction.

                


        

        


        
          	
                   

                	
                  (5)

                	
                  Eligible
                    Contract Participant.  It is an “eligible swap participant” as
                    such term is defined in, Section 35.1(b)(2) of the regulations
                    (17 C.F.R.
                    35) promulgated under, and an “eligible contract participant” as defined
                    in Section 1(a)(12) of the Commodity Exchange Act, as
                    amended.”

                


        

        


        
          	
                   

                	
                  (v)

                	
                  Transfer
                    to Avoid Termination Event.  Section 6(b)(ii) is hereby
                    amended (i) by deleting the words “or if a Tax Event Upon Merger occurs
                    and the Burdened Party is the Affected Party,” and the words “, which
                    consent will not be withheld if such other party’s policies in effect at
                    such time would permit it to enter into transactions with the
                    transferee
                    on the terms proposed”and (ii) by deleting the words “to transfer” and
                    inserting the words “to effect a Permitted Transfer” in lieu
                    thereof.

                


        

        


        
          	
                   

                	
                  (vi)

                	
                  Jurisdiction.
                    Section 13(b) is hereby amended by: (i) deleting in
                    the second
                    line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
                    from the end of subparagraph (i) and inserting “.” in lieu thereof, and
                    (iii) deleting the final paragraph
                    thereof.

                


        

        


        
          	
                   

                	
                  (vii)

                	
                  Local
                    Business Day.  The definition of Local Business Day in
                    Section 14 is hereby amended by the addition of the words “or any Credit
                    Support Document” after “Section 2(a)(i)” and the addition of the words
                    “or Credit Support Document” after
                    “Confirmation”.

                


        

        


        
          	
                  (c)

                	
                  Additional
                    Termination Events.  The following Additional
                    Termination Events will apply:

                


        

        


        
          	
                  (i)         
                      

                	
                  Failure
                    to Post Collateral.If Party A has failed to comply with or
                    perform any obligation to be complied with or performed by Party
                    A in
                    accordance with the Credit Support Annex and such failure has
                    not given
                    rise to an Event of Default under Section 5(a)(i) or Section
                    5(a)(iii),
                    then an Additional Termination Event shall have occurred with
                    respect to
                    Party A and Party A shall be the sole Affected Party with respect
                    to such
                    Additional Termination Event.

                


        

        


        
          	
                  (ii)        
                      

                	
                  Second
                    Rating Trigger Replacement.  The occurrence of any
                    event described in this Part 5(c)(ii) shall constitute an Additional
                    Termination Event with respect to Party A and Party A shall be
                    the sole
                    Affected Party with respect to such Additional Termination
                    Event.

                


        

        


        
          	
                   

                	
                  (A)

                	
                  An
                    S&P Required Ratings Downgrade Event has occurred and is continuing
                    and at least 60 calendar days have elapsed since such S&P Required
                    Ratings Downgrade Event first
                    occurred.

                


        

        


        
          	
                   

                	
                  (B)

                	
                  A
                    Moody’s Second Trigger Downgrade Event has occurred and is continuing
                    and
                    at least 30 Local Business Days have elapsed since such Moody’s Second
                    Trigger Downgrade Event first occurred, and at least one Eligible
                    Replacement has made a Firm Offer that would, assuming the occurrence
                    of
                    an Early Termination Date, qualify as a Market Quotation (on
                    the basis
                    that Part 1(f)(i)(A) applies) and which remains capable of becoming
                    legally binding upon acceptance.

                


        

        


        
          	
                   

                	
                  (iii)

                	
                  Amendment
                    of Pooling and Servicing Agreement.  If, without the
                    prior written consent of Party A where such consent is required
                    under the
                    Pooling and Servicing Agreement (such consent not to be unreasonably
                    withheld, conditioned, or delayed), an amendment is made to the
                    Pooling
                    and Servicing Agreement which amendment could reasonably be expected
                    to
                    have a material adverse effect on the interests of Party A (excluding,
                    for
                    the avoidance of doubt, any amendment to the Pooling and Servicing
                    Agreement that is entered into solely for the purpose of appointing
                    a
                    successor servicer, master servicer, securities administrator,
                    trustee or
                    other service provider) under this Agreement, an Additional Termination
                    Event shall have occurred with respect to Party B and Party B
                    shall be the
                    sole Affected Party with respect to such Additional Termination
                    Event.

                


        

        


        
          	
                   

                	
                  (iv)

                	
                  [Reserved.]

                


        

        


        
          	
                   

                	
                  (v)

                	
                  [Reserved.]

                


        

        


        
          	
                   

                	
                   (vi)

                	
                  Optional
                    Termination of Securitization.  An Additional
                    Termination Event shall occur upon the notice to Certificateholders
                    of an
                    Optional Termination becoming unrescindable in accordance with
                    Article X
                    of the Pooling and Servicing Agreement (such notice, the “Optional
                    Termination Notice”).  With respect to such Additional
                    Termination Event: (A) Party B shall be the sole Affected Party;
                    (B)
                    notwithstanding anything to the contrary in Section 6(b)(iv)
                    or Section
                    6(c)(i), the final Distribution Date specified in the Optional
                    Termination
                    Notice is hereby designated as the Early Termination Date for
                    this
                    Additional Termination Event in respect of all Affected Transactions;
                    (C)
                    Section 2(a)(iii)(2) shall not be applicable to any Affected
                    Transaction in
                    connection with the Early Termination Date resulting from this
                    Additional
                    Termination Event; notwithstanding anything to the contrary in
                    Section
                    6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                    2(e) in
                    respect of the Terminated Transactions resulting from this Additional
                    Termination Event will be required to be made through and including
                    the
                    Early Termination Date designated
                    as a result of this Additional Termination Event; provided, for
                    the
                    avoidance of doubt, that any such payments or deliveries that
                    are made on
                    or prior to such Early Termination Date will not be treated as
                    Unpaid
                    Amounts in determining the amount payable in respect of such
                    Early
                    Termination Date; (D) notwithstanding anything to the contrary
                    in Section
                    6(d)(i), (I) if, no later than 4:00 pm New York City time on
                    the day that
                    is four Business Days prior to the final Distribution Date specified
                    in
                    the Optional Termination Notice, the Securities Administrator
                    requests the
                    amount of the Estimated Swap Termination Payment, Party A shall
                    provide to
                    the Securities Administrator in writing (which may be done in
                    electronic
                    format) the amount of the Estimated Swap Termination Payment
                    no later than
                    2:00 pm New York City time on the following Business Day and
                    (II) if the
                    Securities Administrator provides written notice (which may be
                    done in
                    electronic format) to Party A no later than two Business Days
                    prior to the
                    final Distribution Date specified in the Optional Termination
                    Notice that
                    all requirements of the Optional Termination have been met, then
                    Party A
                    shall, no later than one Business Day prior to the final Distribution
                    Date
                    specified in the Optional Termination Notice, make the calculations
                    contemplated by Section 6(e) (as amended herein) and provide
                    to the
                    Securities Administrator in writing (which may be done in electronic
                    format) the amount payable by either Party B or Party A in respect
                    of the
                    related Early Termination Date in
                    connection with this Additional Termination Event; provided,
                    however, that
                    the amount payable by Party B, if any, in respect of the related
                    Early
                    Termination Date shall be the lesser of (x) the amount calculated
                    to be
                    due from Party B pursuant to Section 6(e) and (y) the Estimated
                    Swap
                    Termination Payment; and (E) notwithstanding anything to the
                    contrary in
                    this Agreement, any amount due from Party B to Party A in respect
                    of this
                    Additional Termination Event will be payable on the final Distribution
                    Date specified  in the Optional Termination Notice and any
                    amount due from Party A to Party B in respect of this Additional
                    Termination Event will be payable one Business Day prior to the
                    final
                    Distribution Date specified  in the Optional Termination
                    Notice.

                


        

        


        The
          Securities Administrator shall be an express third party beneficiary of
          this
          Agreement as if a party hereto to the extent of the Securities Administrator’s
          rights specified herein.

        


        
          	
                  (d)

                	
                  Required
                    Ratings Downgrade Event.  If a Required Ratings
                    Downgrade Event has occurred and is continuing, then Party A
                    shall, at its
                    own expense, use commercially reasonable efforts to, as soon
                    as reasonably
                    practicable, either (A) effect a Permitted Transfer or (B) procure
                    an
                    Eligible Guarantee by a guarantor with credit ratings at least
                    equal to
                    the S&P Required Ratings Threshold and the Moody’s Second Trigger
                    Threshold

                


        

        


        
          	
                  (e)

                	
                  Compliance
                    with Item 1115
                    of Regulation AB.  Party
                    A and Party B hereby agree
                    that the terms of the Item 1115 Agreement, dated as of June 26,
                    2007 (the
                    “Item
                    1115
                    Agreement”),
                    dated as
                    of June 26,
                    2007, among Nomura Credit & Capital, Inc. (as “Sponsor”),
                    Nomura Asset
                    Acceptance Corporation (as “Depositor”)
                    and Swiss Re
                    Financial Products Corporation (as“Derivative
                    Provider”) shall
                    be incorporated by
                    reference into this Agreement and Party B shall be an express
                    third party
                    beneficiary of the Item 1115 Agreement. A copy of the Item 1115
                    Agreement
                    is annexed hereto at Annex
                    B.

                


        

        


        
          	
                  (f)

                	
                  Transfers.

                


        

         

        (i)           Section
          7 is hereby amended to read in its entirety as follows:

         

        “Neither
          this Agreement nor any interest or obligation in or under this Agreement
          may be
          transferred (whether by way of security or otherwise) by either party unless
          (a)
          the prior written consent of the other party is obtained and (b) the Rating
          Agency Condition has been satisfied with respect to S&P, except
          that:

         

        
          	
                   

                	
                  (a)

                	
                  Party
                    A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                    or the
                    Item 1115 Agreement, (2) pursuant to a consolidation or amalgamation
                    with,
                    or merger with or into, or transfer of all or substantially all
                    its assets
                    to, another entity (but without prejudice to any other right
                    or remedy
                    under this Agreement), or (3) at any time at which no Relevant
                    Entity has
                    credit ratings at least equal to the Approved Ratings
                    Threshold;

                


        

         

        
          	
                   

                	
                  (b)

                	
                  Party
                    B may transfer its rights and obligations hereunder in connection
                    with a
                    transfer pursuant to Section 9.09 of the Pooling and Servicing
                    Agreement,
                    and

                


        

         

        
          	
                   

                	
                  (c)

                	
                  a
                    party may make such a transfer of all or any part of its interest
                    in any
                    amount payable to it from a Defaulting Party under Section
                    6(e).

                


        

         

        Any
          purported transfer that is not in compliance with this Section will be
          void.

         

        
          	
                   

                	
                  (ii)

                	
                  If
                    an Eligible Replacement has made a Firm Offer (which remains
                    an offer that
                    will become legally binding upon acceptance by Party B) to be
                    the
                    transferee pursuant to a Permitted Transfer, Party B shall, at
                    Party A’s
                    written request and at Party A’s expense, execute such documentation
                    provided to it as is reasonably deemed necessary to effect such
                    transfer.

                


        

         

        
          	
                  (g)

                	
                  Non-Recourse.  Party
                    A acknowledges and agrees that, notwithstanding any provision
                    in this
                    Agreement to the contrary, the obligations of Party B hereunder
                    are
                    limited recourse obligations of Party B, payable solely from
                    the
                    Supplemental Interest Trust and the proceeds thereof, in accordance
                    with
                    the priority of payments and other terms of the Pooling and Servicing
                    Agreement and that Party A will not have any recourse to any
                    of the
                    directors, officers, agents, employees, shareholders or affiliates
                    of the
                    Party B with respect to any claims, losses, damages, liabilities,
                    indemnities or other obligations in connection with any transactions
                    contemplated hereby. In the event that the Supplemental Interest
                    Trust and
                    the proceeds thereof, should be insufficient to satisfy all claims
                    outstanding and following the realization of the account held
                    by the
                    Supplemental Interest Trust and the proceeds thereof, any claims
                    against
                    or obligations of Party B under the ISDA Master Agreement or
                    any other
                    confirmation thereunder still outstanding shall be extinguished
                    and
                    thereafter not revive.  The Supplemental Interest Trust Trustee
                    shall not have liability for any failure or delay in making a
                    payment
                    hereunder to Party A due to any failure or delay in receiving
                    amounts in
                    the account held by the Supplemental Interest Trust from the
                    Trust created
                    pursuant to the Pooling and Servicing Agreement; provided, however,
                    that
                    this sentence shall in no way limit or diminish Party B's obligation
                    to
                    Party A in respect of interest under Section 2(e).  This
                    provision will survive the termination of this
                    Agreement.

                


        

        


        
          	
                  (h)

                	
                  Timing
                    ofPayments by Party B upon Early
                    Termination.  Notwithstanding anything to the contrary
                    in Section 6(d)(ii), to the extent that all or a portion (in
                    either case,
                    the “Unfunded Amount”) of any amount that is calculated as being due in
                    respect of any Early Termination Date under Section 6(e) from
                    Party B to
                    Party A will be paid by Party B from amounts other than any upfront
                    payment paid to Party B by an Eligible Replacement that has entered
                    into a
                    Replacement Transaction with Party B, then such Unfunded Amount
                    shall be
                    due on the next subsequent Distribution Date following the date
                    on which
                    the payment would have been payable as determined in accordance
                    with
                    Section 6(d)(ii), and on any subsequent Distribution Dates until
                    paid in
                    full (or if such Early Termination Date is the final Distribution
                    Date, on
                    such final Distribution Date); provided, however, that if the
                    date on
                    which the payment would have been payable as determined in accordance
                    with
                    Section 6(d)(ii) is a Distribution Date, such payment will be
                    payable on
                    such Distribution Date.

                


        

        


        
          	
                  (i)

                	
                  Rating
                    Agency Notifications.  Notwithstanding any other
                    provision of this Agreement, no Early Termination Date shall
                    be
                    effectively designated hereunder by Party B and no transfer of
                    any rights
                    or obligations under this Agreement shall be made by either party
                    unless
                    each Rating
                    Agency has been provided prior written notice of such designation
                    or
                    transfer.

                


        

        


        
          	
                  (j)

                	
                  No
                    Set-off.  Except as expressly provided for in Section
                    2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding
                    any other
                    provision of this Agreement or any other existing or future agreement,
                    each party irrevocably waives any and all rights it may have
                    to set off,
                    net, recoup or otherwise withhold or suspend or condition payment
                    or
                    performance of any obligation between it and the other party
                    hereunder
                    against any obligation between it and the other party under any
                    other
                    agreements.  Section 6(e) shall be amended by deleting the
                    following sentence: “The amount, if any, payable in respect of an Early
                    Termination Date and determined pursuant to this Section will
                    be subject
                    to any Set-off.”.

                


        

         

        
          	
                  (k)

                	
                  Amendment.  Notwithstanding
                    any provision to the contrary in this Agreement, no amendment
                    of either
                    this Agreement or any Transaction under this Agreement shall
                    be permitted
                    by either party unless each of the Rating Agencies has been provided
                    prior
                    written notice of the same and the Rating Agency Condition is
                    satisfied
                    with respect to S&P.

                


        

        


        
          	
                  (l)

                	
                  Notice
                    of Certain Events or Circumstances.  Each Party agrees,
                    upon learning of the occurrence or existence of any event or
                    condition
                    that constitutes (or that with the giving of notice or passage
                    of time or
                    both would constitute) an Event of Default or Termination Event
                    with
                    respect to such party, promptly to give the other Party and to
                    each Rating
                    Agency notice of such event or condition; provided that failure
                    to provide
                    notice of such event or condition pursuant to this Part 5(l)
                    shall not
                    constitute an Event of Default or a Termination
                    Event.

                


        

         

        
          	
                  (m)

                	
                  Proceedings.  No
                    Relevant Entity shall institute against, or cause any other person
                    to
                    institute against, or join any other person in instituting against
                    Party
                    B, the Supplemental Interest Trust, or the trust formed pursuant
                    to the
                    Pooling and Servicing Agreement, in any bankruptcy, reorganization,
                    arrangement, insolvency or liquidation proceedings or other proceedings
                    under any federal or state bankruptcy or similar law for a period
                    of one
                    year (or, if longer, the applicable preference period) and one
                    day
                    following payment in full of the Certificates and any
                    Notes.  This provision will survive the termination of this
                    Agreement.

                


        

        


        
          	
                  (n)

                	
                  Supplemental
                    Interest Trust Trustee Liability Limitations.  It is
                    expressly understood and agreed by the parties hereto that (a)
                    this
                    Agreement is executed and delivered by HSBC Bank USA, National
                    Association
                    (“HSBC”) not in its individual capacity, but solely as Supplemental
                    Interest Trust Trustee under the Pooling and Servicing Agreement
                    in the
                    exercise of the powers and authority conferred and vested in
                    it
                    thereunder; (b) HSBC has been directed pursuant to the Pooling
                    and
                    Servicing Agreement to enter into this Agreement and to perform
                    its
                    obligations hereunder; (c) each of the representations, warranties,
                    covenants, undertakings and agreements herein made on behalf
                    of the
                    Supplemental Interest Trust is made and intended not as a personal
                    representation of the Supplemental Interest Trust Trustee but
                    is made and
                    intended for the purpose of binding only the Supplemental Interest
                    Trust;
                    and (d) nothing herein contained shall be construed as creating
                    any
                    liability on HSBC, individually or personally, to perform any
                    covenant
                    either expressed or implied contained herein, all such liability,
                    if any,
                    being expressly waived by the parties who are signatories to
                    this
                    Agreement and by any person claiming by, through or under such
                    parties and
                    (e) under no circumstances shall HSBC in its individual capacity
                    be
                    personally liable for the payment of any indemnity, indebtedness,
                    fees or
                    expenses of the Supplemental Interest Trust or any payments hereunder
                    or
                    for the breach or failure of any obligation, representation,
                    warranty or
                    covenant made or undertaken under this
                    Agreement.

                


        

        


        
          	
                  (o)

                	
                  Severability.  If
                    any term, provision, covenant, or condition of this Agreement,
                    or the
                    application thereof to any party or circumstance, shall be held
                    to be
                    invalid or unenforceable (in whole or in part) in any respect,
                    the
                    remaining terms, provisions, covenants, and conditions hereof
                    shall
                    continue in full force and effect as if this Agreement had been
                    executed
                    with the invalid or unenforceable portion eliminated, so long
                    as this
                    Agreement as so modified continues to express, without material
                    change,
                    the original intentions of the parties as to the subject matter
                    of this
                    Agreement and the deletion of such portion of this Agreement
                    will not
                    substantially impair the respective benefits or expectations
                    of the
                    parties; provided, however, that this severability provision
                    shall not be
                    applicable if any provision of Section 2, 5, 6, or 13 (or any
                    definition
                    or provision in Section 14 to the extent it relates to, or is
                    used in or
                    in connection with any such Section) shall be so held to be invalid
                    or
                    unenforceable.

                


        

        


        The
          parties shall endeavor to engage in good faith negotiations to replace
          any
          invalid or unenforceable term, provision, covenant or condition with a
          valid or
          enforceable term, provision, covenant or condition, the economic effect
          of which
          comes as close as possible to that of the invalid or unenforceable term,
          provision, covenant or condition.

        


        
          	
                  (p)

                	
                  Agent
                    for Party B.  Party A acknowledges that the Depositor
                    has appointed the Supplemental Interest Trust Trustee and the
                    Securities
                    Administrator as agents under the Pooling and Servicing Agreement
                    to carry
                    out certain functions on behalf of Party B, and that the Supplemental
                    Interest Trust Trustee and the Securities Administrator shall
                    be entitled
                    to give notices and to perform and satisfy the obligations of
                    Party B
                    hereunder on behalf of Party B.

                


        

         

        
          	
                  (q)

                	
                  [Reserved.]

                


        

         

        
          	
                  (r)

                	
                  Consent
                    to Recording.  Each party hereto consents to the
                    monitoring or recording, at any time and from time to time, by
                    the other
                    party of any and all communications between trading, marketing,
                    and
                    operations personnel of the parties and their Affiliates, waives
                    any
                    further notice of such monitoring or recording, and agrees to
                    notify such
                    personnel of such monitoring or
                    recording.

                


        

        


        
          	
                  (s)

                	
                  Waiver
                    of Jury Trial.  Each party waives any right it may have
                    to a trial by jury in respect of any suit, action or proceeding
                    relating
                    to this Agreement or any Credit Support
                    Document.

                


        

        


        
          	
                  (t)

                	
                  Form
                    of ISDA Master Agreement.  Party A and Party B hereby
                    agree that the text of the body of the ISDA Master Agreement
                    is intended
                    to be the printed form of the ISDA Master Agreement (Multicurrency
–
                    Crossborder) as published and copyrighted in 1992 by the International
                    Swaps and Derivatives Association,
                    Inc.

                


        

        


        
          	
                  (u)

                	
                  Payment
                    Instructions.  Party A hereby agrees that, unless
                    notified in writing by Party B of other payment instructions,
                    any and all
                    amounts payable by Party A to Party B under this Agreement shall
                    be paid
                    to the account specified in Item 4 of this Long-form Confirmation,
                    below.

                


        

        


        
          	
                  (v)

                	
                  Additional
                    representations.

                


        

        


        
          	
                   

                	
                  (i)

                	
                  Representations
                    of Party A.  Party A represents to Party B on the date
                    on which Party A enters into each Transaction that Party A’s obligations
                    under this Agreement rank pari passu with all of Party A’s other
                    unsecured, unsubordinated obligations except those obligations
                    preferred
                    by operation of law.

                


        

         

        
          	
                   

                	
                  (ii)

                	
                  Capacity.  Party
                    A represents to Party B on the date on which Party A enters into
                    this
                    Agreement that it is entering into the Agreement and the Transaction
                    as
                    principal and not as agent of any person.  The Supplemental
                    Interest Trust Trustee represents to Party A on the date on which
                    the
                    Supplemental Interest Trust Trustee executes this Agreement that
                    it is
                    executing the Agreement not in its individual capacity but solely
                    as
                    Supplemental Interest Trust
                    Trustee.

                


        

         

        
          	
                  (w)

                	
                  Acknowledgements.

                


        

        


        
          	
                   

                	
                  (i)

                	
                  Substantial
                    financial transactions.  Each party hereto is hereby
                    advised and acknowledges as of the date hereof that the other
                    party has
                    engaged in (or refrained from engaging in) substantial financial
                    transactions and has taken (or refrained from taking) other material
                    actions in reliance upon the entry by the parties into the Transaction
                    being entered into on the terms and conditions set forth herein
                    and in the
                    Pooling and Servicing Agreement relating to such Transaction,
                    as
                    applicable. This paragraph shall be deemed repeated on the trade
                    date of
                    each Transaction.

                


        

         

        
          	
                   

                	
                  (ii)

                	
                  Bankruptcy
                    Code.  Subject to Part 5(m), without limiting the
                    applicability if any, of any other provision of the U.S. Bankruptcy
                    Code
                    as amended (the “Bankruptcy Code”) (including without limitation Sections
                    362, 546, 556, and 560 thereof and the applicable definitions
                    in Section
                    101 thereof), the parties acknowledge and agree that all Transactions
                    entered into hereunder will constitute “forward contracts” or “swap
                    agreements” as defined in Section 101 of the Bankruptcy Code or “commodity
                    contracts” as defined in Section 761 of the Bankruptcy Code, that the
                    rights of the parties under Section 6 of this Agreement will
                    constitute
                    contractual rights to liquidate Transactions, that any margin
                    or
                    collateral provided under any margin, collateral, security, pledge,
                    or
                    similar agreement related hereto will constitute a “margin payment” as
                    defined in Section 101 of the Bankruptcy Code, and that the parties
                    are
                    entities entitled to the rights under, and protections afforded
                    by,
                    Sections 362, 546, 556, and 560 of the Bankruptcy
                    Code.

                


        

         

        
          	
                  (x)

                	
                  [Reserved.]

                


        

         

        
          	
                  (y)

                	
                  [Reserved.]

                


        

         

        (z)           Additional
          Definitions.

         

        As
          used
          in this Agreement, the following terms shall have the meanings set forth
          below,
          unless the context clearly requires otherwise:

         

        “Approved
          Ratings Threshold” means each of the S&P Approved Ratings
          Threshold and the Moody’s First Trigger Ratings Threshold.

        


        “Approved
          Replacement” means, with respect to a Market Quotation, an entity
          making such Market Quotation, which entity would satisfy conditions (a),
          (b),
          (c) and (d) of the definition of Permitted Transfer (as determined by Party
          B in
          its sole discretion, acting in a commercially reasonable manner) if such
          entity
          were a Transferee, as defined in the definition of Permitted
          Transfer.

        


        “Derivative
          Provider Trigger Event” means (i) an Event of Default with respect
          to which Party A is a Defaulting Party, (ii) a Termination Event with respect
          to
          which Party A is the sole Affected Party or (iii) an Additional Termination
          Event with respect to which Party A is the sole Affected Party.

        


        “Eligible
          Guarantee” means an unconditional and irrevocable guarantee of all
          present and future obligations of Party A under this Agreement (or, solely
          for
          purposes of the definition of Eligible Replacement, all present and future
          obligations of such Eligible Replacement under this Agreement or its
          replacement, as applicable) which is provided by a guarantor as principal
          debtor
          rather than surety and which is directly enforceable by Party B, the form
          and
          substance of which guarantee are subject to the Rating Agency Condition
          with
          respect to S&P, and either (A) a law firm has given a legal opinion
          confirming that none of the guarantor’s payments to Party B under such guarantee
          will be subject to deduction or Tax collected by withholding and such opinion
          has been delivered to Moody’s, or (B) such guarantee provides that, in the event
          that any of such guarantor’s payments to Party B are subject to deduction or Tax
          collected by withholding, such guarantor is required to pay such additional
          amount as is necessary to ensure that the net amount actually received
          by Party
          B (free and clear of any Tax collected by withholding) will equal the full
          amount Party B would have received had no such deduction or withholding
          been
          required, or (C) in the event that any payment under such guarantee is
          made net
          of deduction or withholding for Tax, Party A is required, under Section
          2(a)(i),
          to make such additional payment as is necessary to ensure that the net
          amount
          actually received by Party B from the guarantor will equal the full amount
          Party
          B would have received had no such deduction or withholding been
          required.

        


        “Eligible
          Replacement” means an entity (A) that lawfully could perform the
          obligations owing to Party B under this Agreement (or its replacement,
          as
          applicable), and (B)
          (I) (x) which has
          credit ratings from S&P at least equal to the S&P Required Ratings
          Threshold or (y) all present and future obligations of which entity owing
          to
          Party B under this Agreement (or its replacement, as applicable) are guaranteed
          pursuant to an Eligible Guarantee provided by a guarantor with credit ratings
          from S&P at least equal to the S&P Required Ratings Threshold, in either
          case if S&P is a Rating Agency, and (II) (x) which has credit ratings from
          Moody’s at least equal to the Moody’s Second Trigger Ratings Threshold or (y)
          all present and future obligations of which entity owing to Party B under
          this
          Agreement (or its replacement, as applicable) are guaranteed pursuant to
          an
          Eligible Guarantee provided by a guarantor with credit ratings from Moody’s at
          least equal to the Moody’s Second Trigger Ratings Threshold, in either case if
          Moody’s is a Rating Agency and (C) that has executed an Item 1115 Agreement with
          the Depositor.  An Eligible Replacement shall provide to Party B in
          writing all credit ratings described in this definition upon request by
          Party
          B.

        


        “Estimated
          Swap Termination Payment” means, with respect to an Early
          Termination Date, an amount determined by Party A in good faith and in
          a
          commercially reasonable manner as the maximum payment that could be owed
          by
          Party B to Party A in respect of such Early Termination Date pursuant to
          Section
          6(e) (as amended herein), taking into account then current market
          conditions.

        


        “Financial
          Institution” means a bank, broker/dealer, insurance company,
          structured investment company or derivative product company.

        


        “Firm
          Offer” means a quotation from an Eligible Replacement (i) in an
          amount equal to the actual amount payable by or to Party B in consideration
          of
          an agreement between Party B and such Eligible Replacement to replace Party
          A as
          the counterparty to this Agreement by way of novation or, if such novation
          is
          not possible, an agreement between Party B and such Eligible Replacement
          to
          enter into a Replacement Transaction (assuming that all Transactions hereunder
          become Terminated Transactions), and (ii) that constitutes an offer by
          such
          Eligible Replacement to replace Party A as the counterparty to this Agreement
          or
          enter a Replacement Transaction that will become legally binding upon such
          Eligible Replacement upon acceptance by Party B.

        


        “Moody’s”
          means Moody’s Investors Service,
          Inc., or any successor thereto.

        


        “Moody’s
          First Trigger Ratings Threshold” means, with respect to Party A,
          the guarantor under an Eligible Guarantee, or an Eligible Replacement,
          (i) if
          such entity has a short-term unsecured and unsubordinated debt rating from
          Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
          rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
          rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
          short-term unsecured and unsubordinated debt rating or counterparty rating
          from
          Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
          rating from Moody’s of “A1”.

        


        “Moody’s
          Second Trigger Downgrade
          Event”means
          that
no Relevant Entity has credit ratings from Moody’s at least equal to the
          Moody’s Second Trigger Ratings Threshold.

        


        “Moody’s
          Second Trigger Ratings Threshold” means,
          with respect to Party A, the guarantor under an Eligible Guarantee, or
          an
          Eligible Replacement, (i) if such entity has a short-term unsecured and
          unsubordinated debt rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
          short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
          or (ii) if such entity does not have a short-term unsecured and unsubordinated
          debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
          or counterparty rating from Moody’s of “A3”.

        


        “Permitted
          Transfer” means a transfer by novation by Party A, pursuant to
          Section 6(b)(ii) or the Item 1115 Agreement, or which is described in Sections
          7(a)(2) or (3) (as amended herein), to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
          obligations under this Agreement, with respect to which transfer each of
          the
          following conditions is satisfied: (a) the Transferee is an Eligible
          Replacement; (b) Party A and the Transferee are both “dealers in notional
          principal contracts” within the meaning of Treasury regulations section
          1.1001-4; (c) as of the date of such transfer the Transferee would not
          be
          required to withhold or deduct on account of Tax from any payments under
          this
          Agreement or would be required to gross up for such Tax under Section
          2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
          as a
          result of such transfer; (e) the Transferee contracts with Party B pursuant
          to a
          written instrument (the “Transfer Agreement”) (A) (i) on terms
          which are
          effective to transfer to the Transferee all, but not less than all, of
          Party A’s
          rights, liabilities, duties and obligations under the Agreement and all
          relevant
          Transactions, which terms are identical to the terms of this Agreement,
          other
          than party names, dates relevant to the effective date of such transfer,
          tax
          representations (provided that the representations in Part 2(a)(i) are
          not
          modified) and any other representations regarding the status of the substitute
          counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or
          Part
          5(v)(ii), notice information and account details, and (ii) each Rating
          Agency
          has been given prior written notice of such transfer,
          or (B) (i) on terms that (x) have the effect of preserving for Party B
          the
          economic equivalent of all payment and delivery obligations (whether absolute
          or
          contingent and assuming the satisfaction of each applicable condition precedent)
          under this Agreement immediately before such transfer and (y) are, in all
          material respects, no less beneficial for Party B than the terms of this
          Agreement immediately before such transfer, as determined by Party B, and
          (ii)
          Moody’s has been given prior written notice of such transfer and]
          the Rating
          Agency Condition is satisfied with respect to S&P; (f) Party A will be
          responsible for any costs or expenses incurred in connection with such
          transfer
          (including any replacement cost of entering into a replacement transaction);
          and
          (g) such transfer otherwise complies with the terms of the Pooling and
          Servicing
          Agreement.

        


        “Rating
          Agency Condition” means, with respect to any particular proposed
          act or omission to act hereunder and each Rating Agency specified in connection
          with such proposed act or omission, that the party proposing such act or
          failure
          to act must consult with each of the specified Rating Agencies and receive
          from
          each such Rating Agency prior written confirmation that the proposed action
          or
          inaction would not cause a downgrade or withdrawal of the then-current
          rating of
          any Certificates or Notes.

        


        “Rating
          Agencies” mean, with respect to any date of determination, each of
          S&P and Moody’s, to the extent that each such rating agency is then
          providing a rating for any of the Nomura Asset Acceptance Corporation,
          Alternative Loan Trust, Series 2007-3, Mortgage Pass-Through Certificates,
          Series 2007-3 (the “Certificates”) or any notes backed by any of the
          Certificates (the “Notes”).

        


        “Relevant
          Entities” mean Party A and, to the extent applicable, a guarantor
          under an Eligible Guarantee.

        


        “Replacement
          Transaction” means, with respect to any Terminated Transaction or
          group of Terminated Transactions, a transaction or group of transactions
          that
          (A) has terms which would be effective to transfer to a transferee all,
          but not
          less than all, of Party A’s rights, liabilities, duties and obligations under
          this Agreement and all relevant Transactions, which terms are identical
          to the
          terms of this Agreement, other than party names, dates relevant to the
          effective
          date of such transfer, tax representations (provided that the representations
          in
          Part 2(a)(i) are not modified) and any other representations regarding
          the
          status of the substitute counterparty of the type included in Part 5(b)(iv),
          Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details,
          save
          for the exclusion of provisions relating to Transactions that are not Terminated
          Transactions, or (B) (x) would have the effect of preserving for Party
          B the
          economic equivalent of any payment or delivery (whether the underlying
          obligation was absolute or contingent and assuming the satisfaction of
          each
          applicable condition precedent) under this Agreement in respect of such
          Terminated Transaction or group of Terminated Transactions that would,
          but for
          the occurrence of the relevant Early Termination Date, have been required
          after
          that date, and (y) has terms which are, in all material respects, no less
          beneficial for Party B than those of this Agreement (save for the exclusion
          of
          provisions relating to Transactions that are not Terminated Transactions),
          as
          determined by Party B.

        


        “Required
          Ratings Downgrade Event” means that no Relevant Entity has credit
          ratings at least equal to the Required Ratings Threshold.

        


        “Required
          Ratings Threshold” means each of the S&P Required Ratings
          Threshold and the Moody’s Second Trigger Ratings Threshold.

        


        “S&P”
          means Standard & Poor’s Rating Services, a division
          of
          The McGraw-Hill Companies, Inc., or any successor thereto.

        


        “S&P
          Approved Ratings Threshold” means, with respect to Party A, the
          guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
          unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
          entity does not have a short-term unsecured and unsubordinated debt rating
          from
          S&P, a long-term unsecured and unsubordinated debt rating or counterparty
          rating of “A+” from S&P.

        


        “S&P
          Required Ratings Downgrade Event” means that
          no Relevant Entity has credit ratings from S&P at least equal to the S&P
          Required Ratings Threshold.

        


        “S&P
          Required Ratings Threshold”
          means, with
          respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
          Replacement, (I) if such entity is a Financial Institution, a short-term
          unsecured and unsubordinated debt rating of “A-2” from S&P, or, if such
          entity does not have a short-term unsecured and unsubordinated debt
          rating
          from S&P, a long-term unsecured and unsubordinated debt rating or
          counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
          Financial Institution, a short-term unsecured and unsubordinated debt rating
          of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
          unsubordinated debt rating from S&P, a long-term unsecured and
          unsubordinated debt rating or counterparty rating of “A+” from
          S&P.

        


         

        


         

         [Remainder
          of this page intentionally left blank.]

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        Item
          4.                      Account
          Details and Settlement Information:

         

        


        
          	
                  Payments
                    to Party A:

                	
                  JPMorgan
                    Chase Bank

                
	 	
                  ABA#
                    021000021

                
	 	
                  SWIFT:
                    CHASUS33

                
	 	
                  Account
                    of: Swiss Re Financial Products

                
	 	
                  Account
                    No.: 066-911184

                
	 	 
	
                  Payments
                    to Party B:

                	
                  Wells
                    Fargo Bank, N.A.

                
	 	
                  ABA
                    No. 121 000 248

                
	 	
                  Account
                    Name: SAS Clearing

                
	 	
                  Account
                    No.: 3970771416

                
	 	
                  FFC
                    to: NAAC 2007-3, Supplemental Interest Trust, #
                    53162402

                


        

        


        This
          Agreement may be executed in several counterparts, each of which shall
          be deemed
          an original but all of which together shall constitute one and the same
          instrument.

        


        We
          are
          very pleased to have executed this Transaction with you and we look forward
          to
          completing other transactions with you in the near future.

        


        
          	
                   

                	
                  Very
                    truly yours,

                


        

        


        SWISS
          RE
          FINANCIAL PRODUCTS CORPORATION

        


        


        
          	 
	 	 
	
                  By:

                	
                  /s/
                    Joseph Gullo

                
	
                  Name:

                	
                  Joseph
                    Gullo

                
	
                  Title:

                	
                  Assistant
                    Vice President

                


        

        


        


        


        HSBC
          BANK
          USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL
          INTEREST
          TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT
          TO THE
          NOMURA ASSET ACCEPTANCE CORPORATION, ALTERNATIVE LOAN TRUST, SERIES 2007-3,
          MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-3

        


        
          	 
	 	 
	
                  By:

                	
                  /s/
                    Elena Zheng

                
	
                  Name:

                	
                  Elena
                    Zheng

                
	
                  Title:

                	
                  Assistant
                    Vice President

                


        

        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        SCHEDULE
          I

        (All
          such
          dates subject to No Adjustment with respect to Fixed Rate Payer Period
          End Dates
          and adjustment in accordance with the Following Business Day Convention
          with
          respect to Floating Rate Payer Period End Dates)

        


        
          	
                  From
                    and including

                	
                  To
                    but excluding

                	
                  Notional
                    Amount (USD)

                	
                  Fixed
                    Rate

                
	
                  EFFECTIVE
                    DATE

                	
                  July
                    25, 2007

                	
                  383,381,000.00

                	
                  5.75%

                
	
                  July
                    25, 2007

                	
                  August
                    25, 2007

                	
                  368,656,028.51

                	
                  5.75%

                
	
                  August
                    25, 2007

                	
                  September
                    25, 2007

                	
                  354,496,002.03

                	
                  5.75%

                
	
                  September
                    25, 2007

                	
                  October
                    25, 2007

                	
                  340,879,860.19

                	
                  5.75%

                
	
                  October
                    25, 2007

                	
                  November
                    25, 2007

                	
                  327,786,712.44

                	
                  5.75%

                
	
                  November
                    25, 2007

                	
                  December
                    25, 2007

                	
                  315,196,470.68

                	
                  5.75%

                
	
                  December
                    25, 2007

                	
                  January
                    25, 2008

                	
                  303,089,818.33

                	
                  5.75%

                
	
                  January
                    25, 2008

                	
                  February
                    25, 2008

                	
                  291,448,180.81

                	
                  5.75%

                
	
                  February
                    25, 2008

                	
                  March
                    25, 2008

                	
                  280,253,696.96

                	
                  5.75%

                
	
                  March
                    25, 2008

                	
                  April
                    25, 2008

                	
                  269,489,191.67

                	
                  5.75%

                
	
                  April
                    25, 2008

                	
                  May
                    25, 2008

                	
                  259,138,149.52

                	
                  5.75%

                
	
                  May
                    25, 2008

                	
                  June
                    25, 2008

                	
                  249,184,689.45

                	
                  5.75%

                
	
                  June
                    25, 2008

                	
                  July
                    25, 2008

                	
                  239,613,540.38

                	
                  5.75%

                
	
                  July
                    25, 2008

                	
                  August
                    25, 2008

                	
                  227,850,526.51

                	
                  5.75%

                
	
                  August
                    25, 2008

                	
                  September
                    25, 2008

                	
                  219,098,819.66

                	
                  5.75%

                
	
                  September
                    25, 2008

                	
                  October
                    25, 2008

                	
                  210,683,264.65

                	
                  5.75%

                
	
                  October
                    25, 2008

                	
                  November
                    25, 2008

                	
                  202,590,949.93

                	
                  5.75%

                
	
                  November
                    25, 2008

                	
                  December
                    25, 2008

                	
                  194,809,459.88

                	
                  5.75%

                
	
                  December
                    25, 2008

                	
                  January
                    25, 2009

                	
                  187,326,855.78

                	
                  5.75%

                
	
                  January
                    25, 2009

                	
                  February
                    25, 2009

                	
                  180,131,305.70

                	
                  5.75%

                
	
                  February
                    25, 2009

                	
                  March
                    25, 2009

                	
                  171,278,505.28

                	
                  5.75%

                
	
                  March
                    25, 2009

                	
                  April
                    25, 2009

                	
                  164,699,721.85

                	
                  5.75%

                
	
                  April
                    25, 2009

                	
                  May
                    25, 2009

                	
                  158,373,628.57

                	
                  5.75%

                
	
                  May
                    25, 2009

                	
                  June
                    25, 2009

                	
                  152,290,519.66

                	
                  5.75%

                
	
                  June
                    25, 2009

                	
                  July
                    25, 2009

                	
                  146,441,062.10

                	
                  5.50%

                
	
                  July
                    25, 2009

                	
                  August
                    25, 2009

                	
                  140,816,281.39

                	
                  5.50%

                
	
                  August
                    25, 2009

                	
                  September
                    25, 2009

                	
                  135,407,547.73

                	
                  5.50%

                
	
                  September
                    25, 2009

                	
                  October
                    25, 2009

                	
                  130,206,562.76

                	
                  5.50%

                
	
                  October
                    25, 2009

                	
                  November
                    25, 2009

                	
                  125,205,346.90

                	
                  5.50%

                
	
                  November
                    25, 2009

                	
                  December
                    25, 2009

                	
                  120,396,227.04

                	
                  5.50%

                
	
                  December
                    25, 2009

                	
                  January
                    25, 2010

                	
                  115,771,824.80

                	
                  5.50%

                
	
                  January
                    25, 2010

                	
                  February
                    25, 2010

                	
                  109,781,512.24

                	
                  5.50%

                
	
                  February
                    25, 2010

                	
                  March
                    25, 2010

                	
                  105,214,415.69

                	
                  5.50%

                
	
                  March
                    25, 2010

                	
                  April
                    25, 2010

                	
                  101,173,144.70

                	
                  5.50%

                
	
                  April
                    25, 2010

                	
                  May
                    25, 2010

                	
                  97,287,098.36

                	
                  5.50%

                
	
                  May
                    25, 2010

                	
                  June
                    25, 2010

                	
                  93,550,314.53

                	
                  5.50%

                
	
                  June
                    25, 2010

                	
                  July
                    25, 2010

                	
                  89,957,060.03

                	
                  5.25%

                
	
                  July
                    25, 2010

                	
                  August
                    25, 2010

                	
                  86,501,821.94

                	
                  5.25%

                
	
                  August
                    25, 2010

                	
                  September
                    25, 2010

                	
                  83,179,299.06

                	
                  5.25%

                
	
                  September
                    25, 2010

                	
                  October
                    25, 2010

                	
                  79,984,393.82

                	
                  5.25%

                
	
                  October
                    25, 2010

                	
                  November
                    25, 2010

                	
                  76,912,204.44

                	
                  5.25%

                
	
                  November
                    25, 2010

                	
                  December
                    25, 2010

                	
                  73,958,017.43

                	
                  5.25%

                
	
                  December
                    25, 2010

                	
                  January
                    25, 2011

                	
                  71,117,300.33

                	
                  5.25%

                
	
                  January
                    25, 2011

                	
                  February
                    25, 2011

                	
                  68,385,694.77

                	
                  5.25%

                
	
                  February
                    25, 2011

                	
                  March
                    25, 2011

                	
                  65,759,009.80

                	
                  5.25%

                
	
                  March
                    25, 2011

                	
                  April
                    25, 2011

                	
                  63,233,215.44

                	
                  5.25%

                
	
                  April
                    25, 2011

                	
                  May
                    25, 2011

                	
                  60,804,436.48

                	
                  5.25%

                
	
                  May
                    25, 2011

                	
                  June
                    25, 2011

                	
                  58,468,946.58

                	
                  5.25%

                
	
                  June
                    25, 2011

                	
                  July
                    25, 2011

                	
                  56,223,162.52

                	
                  5.25%

                
	
                  July
                    25, 2011

                	
                  August
                    25, 2011

                	
                  54,063,638.71

                	
                  5.25%

                
	
                  August
                    25, 2011

                	
                  September
                    25, 2011

                	
                  51,987,061.91

                	
                  5.25%

                
	
                  September
                    25, 2011

                	
                  October
                    25, 2011

                	
                  49,990,246.14

                	
                  5.25%

                
	
                  October
                    25, 2011

                	
                  November
                    25, 2011

                	
                  48,070,127.78

                	
                  5.25%

                
	
                  November
                    25, 2011

                	
                  December
                    25, 2011

                	
                  46,223,760.89

                	
                  5.25%

                
	
                  December
                    25, 2011

                	
                  January
                    25, 2012

                	
                  44,448,312.71

                	
                  5.25%

                
	
                  January
                    25, 2012

                	
                  February
                    25, 2012

                	
                  42,741,059.23

                	
                  5.25%

                
	
                  February
                    25, 2012

                	
                  March
                    25, 2012

                	
                  2,682,617.40

                	
                  5.25%

                
	
                  March
                    25, 2012

                	
                  April
                    25, 2012

                	
                  2,579,578.44

                	
                  5.25%

                
	
                  April
                    25, 2012

                	
                  May
                    25, 2012

                	
                  2,480,497.19

                	
                  5.25%

                
	
                  May
                    25, 2012

                	
                  TERMINATION
                    DATE

                	
                  2,385,221.64

                	
                  5.25%

                


        

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        Annex
          A

        


        Paragraph
          13 of the Credit Support Annex

        Annex
          B

        


        Item
          1115 Agreement

        


        


        


         

      

      
        ANNEX
          A

        


        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of July 10, 2007 between

        Swiss
          Re
          Financial Products Corporation (hereinafter referred to as “Party
          A” or “Pledgor”)

        and

        HSBC
          Bank
          USA, National Association, not individually, but solely as supplemental
          interest
          trust trustee (the “Supplemental Interest Trust Trustee”) on behalf of the
          supplemental interest trust (the “Supplemental Interest Trust”) with respect to
          the Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series
          2007-3,
          Mortgage Pass-Through Certificates, Series 2007-3 (hereinafter referred
          to as
“Party B” or “Secured
          Party”).

        


         

        Paragraph
          13.  Elections and Variables.

         

        
          	
                  (a)  

                	
                  Security
                    Interest for “Obligations”.  The term
                    “Obligations” as used in this
                    Annex includes the following additional
                    obligations:

                


        

         

        With
          respect to Party A: not applicable.

         

        With
          respect to Party B: not applicable.

         

        
          	
                  (b)  

                	
                  Credit
                    Support Obligations.

                


        

         

        
          	
                  (i)         
                      

                	
                  Delivery
                    Amount, Return Amount and Credit Support
                    Amount.

                


        

         

        
          	
                  (A)       
                      

                	
                  “Delivery
                    Amount” has the meaning specified in
                    Paragraph 3(a), except that:

                


        

         

        
          	
                   

                	
                  (I)

                	
                  the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” shall be deleted and replaced with the words “not later
                    than the close of business on each Valuation
                    Date”,

                


        

         

        
          	
                   

                	
                  (II)

                	
                  the
                    sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                    “(ii) the Value as of that Valuation Date of all Posted Credit
                    Support
                    held by the Secured Party.” shall be deleted in its entirety and replaced
                    with the following:

                


        

         

        “The
          “Delivery Amount” applicable to the
          Pledgor for any Valuation Date will equal the greatest of

         

        
          	
                   

                	
                  (1)

                	
                  the
                    amount by which (a) the S&P Credit Support Amount for such Valuation
                    Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party,
                    and

                


        

         

        
          	
                   

                	
                   (2)

                	
                  the
                    amount by which (a) the Moody’s Credit Support Amount for such Valuation
                    Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured
                    Party.

                


        

         

        
          	
                   

                	
                  (III)

                	
                  if,
                    on any Valuation Date, the Delivery Amount equals or exceeds
                    the Pledgor’s
                    Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                    Party
                    sufficient Eligible Credit Support to ensure that, immediately
                    following
                    such transfer, the Delivery Amount shall be
                    zero.

                


        

         

        
          	
                  (B)   
                         

                	
                  “Return
                    Amount” has the meaning specified in Paragraph 3(b), except
                    that:

                


        

         

        
          	
                   

                	
                  (I)

                	
                  the
                    sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                    “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                    replaced with the following:

                


        

         

        “The
          “Return Amount” applicable to the Secured Party for
          any Valuation Date will equal the least of

         

        
          	
                   

                	
                  (1)

                	
                  the
                    amount by which (a) the S&P Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    S&P
                    Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	
                   

                	
                  (2)

                	
                  the
                    amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                    Posted Credit Support held by the Secured Party exceeds (b) the
                    Moody’s
                    Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	
                   

                	
                   (II)

                	
                  in
                    no event shall the Secured Party be required to Transfer any
                    Posted Credit
                    Support under Paragraph 3(b) if, immediately following such transfer,
                    the
                    Delivery Amount would be greater than
                    zero.

                


        

         

        
          	
                  (C)        
                     

                	
                  “Credit
                    Support Amount” shall not apply.  For purposes of
                    calculating any Delivery Amount or Return Amount for any Valuation
                    Date,
                    reference shall be made to the S&P Credit Support Amount or the
                    Moody’s Credit Support Amount, in each case for such Valuation Date,
                    as
                    provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                    above.

                


        

         

        


         

        
          	
                  (ii)         
                     

                	
                  Eligible
                    Collateral.

                


        

         

        On
          any
          date, the items set forth on the schedule of Eligible Collateral attached
          as
          Schedule A hereto will qualify as “Eligible
          Collateral” (for the avoidance of doubt, all Eligible Collateral
          to be denominated in USD).

         

        
          	
                  (iii)   
                          

                	
                  Other
                    Eligible Support.

                


        

         

        The
          following items will qualify as “Other Eligible
          Support” for the party specified:

         

        Not
          applicable.

         

        
          	
                  (iv)   
                        

                	
                  Threshold.

                


        

         

        
          	
                  (A)      
                      

                	
                  “Independent
                    Amount” means zero with respect to Party A and Party
                    B.

                


        

         

        
          	
                  (B)       
                     

                	
                   “Moody’s
                    Threshold” means, with respect to Party A and any Valuation
                    Date, if a Moody’s First Trigger Downgrade Event has occurred and is
                    continuing and such Moody’s First Trigger Downgrade Event has been
                    continuing (i) for at least 30 Local Business Days or (ii) since
                    this
                    Annex was executed, zero; otherwise,
                    infinity.

                


        

         

        “S&P
          Threshold” means, with respect to Party A and any Valuation Date,
          if  an S&P Approved Ratings Downgrade Event has occurred and is
          continuing and such S&P Approved Ratings Downgrade Event has been continuing
          (i) for at least 10 Local Business Days or (ii) since this Annex was executed,
          zero; otherwise, infinity.

         

        
          	 	
                  “Threshold”
                    means, with respect to Party B and any Valuation Date,
                    infinity.

                


        

         

        
          	
                  (C)           

                	
                  “Minimum
                    Transfer Amount” means USD 100,000 with respect to Party A
                    and Party B; provided, however, that if the aggregate Certificate
                    Principal Balance of any Certificates and the aggregate principal
                    balance
                    of any Notes rated by S&P is at the time of any transfer less than USD
                    50,000,000, the “Minimum Transfer Amount” shall
                    be USD 50,000.

                


        

         

        
          	
                  (D)         
                     

                	
                  Rounding:
                    The Delivery Amount will be rounded up to the nearest integral
                    multiple of
                    USD 10,000. The Return Amount will be rounded down to the nearest
                    integral
                    multiple of USD 10,000.

                


        

         

        
          	
                  (c)  

                	
                  Valuation
                    and Timing.

                


        

         

        
          	
                  (i)          
                     

                	
                  “Valuation
                    Agent” means Party A; provided, however, that if an Event
                    of
                    Default shall have occurred with respect to which Party A is
                    the
                    Defaulting Party, Party B shall have the right to designate as
                    Valuation
                    Agent an independent party, reasonably acceptable to Party A,
                    the cost for
                    which shall be borne by Party A.  All calculations by the
                    Valuation Agent must be made in accordance with standard market
                    practice,
                    including, in the event of a dispute as to the Value of any Eligible
                    Credit Support or Posted Credit Support, by making reference
                    to quotations
                    received by the Valuation Agent from one or more Pricing
                    Sources.

                


        

         

        
          	
                  (ii)         
                     

                	
                  “Valuation
                    Date” means the first Local Business Day in each week]
                    on
                    which any of the S&P Threshold or the Moody’s Threshold
                    is  zero.

                


        

         

        
          	
                  (iii)        
                     

                	
                  “Valuation
                    Time” means the close of business in the city of the
                    Valuation Agent on the Local Business Day immediately preceding
                    the
                    Valuation Date or date of calculation, as applicable; provided
                    that the calculations of Value and Exposure will be made as of
                    approximately the same time on the same date.  The Valuation
                    Agent will notify each party (or the other party, if the Valuation
                    Agent
                    is a party) of its calculations not later than the Notification
                    Time on
                    the applicable Valuation Date (or in the case of Paragraph 6(d),
                    the Local
                    Business Day following the day on which such relevant calculations
                    are
                    performed).”

                


        

         

        
          	
                  (iv)        
                     

                	
                  “Notification
                    Time” means 11:00 a.m., New York time, on a Local Business
                    Day.

                


        

         

        
          	
                  (d)  

                	
                  Conditions
                    Precedent and Secured Party’s Rights and
                    Remedies.  The following Termination Events will
                    be a “Specified Condition” for the party
                    specified (that party being the Affected Party if the Termination
                    Event
                    occurs with respect to that party):  With respect to Party A:
                    any Additional Termination Event with respect to which Party
                    A is the sole
                    Affected Party.  With respect to Party B:
                    None.

                


        

         

        
          	
                  (e)  

                	
                  Substitution.

                


        

         

        
          	
                  (i)   
                            

                	
                  “Substitution
                    Date” has the meaning specified in Paragraph
                    4(d)(ii).

                


        

         

        
          	
                  (ii)        
                      

                	
                  Consent.  If
                    specified here as applicable, then the Pledgor must obtain the
                    Secured
                    Party’s consent for any substitution pursuant to Paragraph
                    4(d):  Inapplicable.

                


        

         

        
          	
                  (f)  

                	
                  Dispute
                    Resolution.

                


        

         

        
          	
                  (i)         
                      

                	
                  “Resolution
                    Time” means 1:00 p.m. New York time on the Local Business
                    Day following the date on which the notice of the dispute is
                    given under
                    Paragraph 5.

                


        

         

        
          	
                  (ii)        
                      

                	
                  Value.  Notwithstanding
                    anything to the contrary in Paragraph 12, for the purpose of
                    Paragraphs
                    5(i)(C) and 5(ii), the S&P Value and, Moody’s Value, on any date, of
                    Eligible Collateral will be calculated as
                    follows:

                


        

         

        For
          Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the
          sum of
          (A) the product of (1)(x) the bid price at the Valuation Time for such
          securities on the principal national securities exchange on which such
          securities are listed, or (y) if such securities are not listed on a national
          securities exchange, the bid price for such securities quoted at the Valuation
          Time by any principal market maker for such securities selected by the
          Valuation
          Agent, or (z) if no such bid price is listed or quoted for such date, the
          bid
          price listed or quoted (as the case may be) at the Valuation Time for the
          day
          next preceding such date on which such prices were available and (2) the
          applicable Valuation Percentage for such Eligible Collateral, and (B) the
          accrued interest on such securities (except to the extent Transferred to
          the
          Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
          referred to in the immediately preceding clause (A)) as of such
          date.

         

        For
          Cash,
          the amount thereof multiplied, in the case of the S&P Value, by the
          applicable S&P Valuation Percentage.

         

        
          	
                  (iii)        
                      

                	
                  Alternative.  The
                    provisions of Paragraph 5 will
                    apply.

                


        

         

        
          	
                  (g)  

                	
                  Holding
                    and Using Posted
                    Collateral.

                


        

         

        
          	
                  (i)          
                     

                	
                  Eligibility
                    to Hold Posted Collateral; Custodians.  Party
                    B (or any
                    Custodian) will be entitled to hold Posted Collateral pursuant
                    to
                    Paragraph 6(b).

                


        

         

        Party
          B
          may appoint as Custodian (A) the entity then serving as Securities Administrator
          or (B) any entity other than the entity then serving as Securities Administrator
          if such other entity (or, to the extent applicable, its parent company
          or credit
          support provider) shall then have credit ratings from S&P at least equal to
          the Custodian Required Rating Threshold.  If at any time the Custodian
          does not have credit ratings from S&P at least equal to the Custodian
          Required Rating Threshold, the Securities Administrator must within 60
          days
          obtain a replacement Custodian with credit ratings from S&P at least equal
          to the Custodian Required Rating Threshold.

         

        Initially,
          the Custodian for Party B is: the Securities
          Administrator.

         

        
          	
                  (ii)         
                     

                	
                  Use
                    of Posted Collateral.  The provisions of Paragraph
                    6(c) will not apply to Party B or its Custodian; provided, however,
                    that
                    if Party A delivers Posted Collateral in book-entry form, then
                    Paragraph
                    6(c)(ii) will apply to Party B and its Custodian, and Party B
                    and its
                    Custodian shall have the rights specified in Paragraph
                    6(c)(ii).

                


        

         

        
          	
                  (h)  

                	
                  Distributions
                    and Interest Amount.

                


        

         

        
          	
                  (i)        
                      

                	
                  Interest
                    Rate.  The “Interest
                    Rate” will be the actual interest rate earned on Posted
                    Collateral in the form of Cash that is held by Party B or its
                    Custodian.  Posted Collateral in the form of Cash shall be
                    invested in such overnight (or redeemable within two Local Business
                    Days
                    of demand) Permitted Investments (as defined, for the purposes
                    of this
                    Paragraph 13(h)(i), in the Pooling and Servicing Agreement) rated
                    at least
                    (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by
                    Moody’s, as directed by Party A (unless (x) an Event of Default or
                    an
                    Additional Termination Event has occurred with respect to which
                    Party A is
                    the defaulting or sole Affected Party or (y) an Early Termination
                    Date has
                    been designated, in which case such Posted Collateral shall be
                    held
                    uninvested).  Gains and losses incurred in respect of any
                    investment of Posted Collateral in the form of Cash in Permitted
                    Investments as directed by Party A shall be for the account of
                    Party
                    A.

                


        

         

        
          	
                  (ii)       
                      

                	
                  Transfer
                    of Interest Amount. The Transfer of the Interest Amount will
                    be made on the second Local Business Day following the end of
                    each
                    calendar month and on any other Local Business Day on which Posted
                    Collateral in the form of Cash is Transferred to the Pledgor
                    pursuant to
                    Paragraph 3(b); provided, however, that the obligation of Party
                    B to
                    Transfer any Interest Amount to Party A shall be limited to the
                    extent
                    that Party B has earned and received such funds and such funds
                    are
                    available to Party B.  The last sentence of Paragraph 6(d)(ii)
                    is hereby amended by adding the words “actually received by Party B but”
                    after the words “Interest Amount or portion
                    thereof”.

                


        

         

        
          	
                  (iii)      
                      

                	
                  Alternative
                    to Interest Amount. The provisions of Paragraph 6(d)(ii) (as
                    amended herein) will apply.

                


        

         

        
          	
                  (iv)       
                     

                	
                  Distributions.  Paragraph
                    6(d)(i) shall be deleted in its entirety and replaced with the
                    following:

                


        

         

        “Distributions.  Subject
          to Paragraph 4(a), if Party B receives Distributions on a Local Business
          Day, it
          will Transfer to Party A not later than the following Local Business Day
          any
          Distributions it receives to the extent that a Delivery Amount would not
          be
          created or increased by that Transfer, as calculated by the Valuation Agent
          (and
          the date of calculation will be deemed to be a Valuation Date for this
          purpose).”

         

        
          	
                  (i)  

                	
                  Additional
                    Representation(s).  There are no additional
                    representations by either party.

                


        

         

        
          	
                  (j)  

                	
                  Other
                    Eligible Support and Other Posted
                    Support.

                


        

         

        
          	
                  (i)         
                      

                	
                  “Value”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          	
                  (ii)         
                     

                	
                  “Transfer”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          	
                  (k)  

                	
                  Demands
                    and Notices.All demands, specifications and notices under
                    this Annex will be made pursuant to the Notices Section of this
                    Agreement,
                    except that any demand, specification or notice shall be given
                    to or made
                    at the following addresses, or at such other address as the relevant
                    party
                    may from time to time designate by giving notice (in accordance
                    with the
                    terms of this paragraph) to the other
                    party:

                


        

         

        If
          to
          Party A, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B or Party B’s Custodian, at the address specified pursuant to the Notices
          Section of this Agreement.

         

        
          	
                  (l)  

                	
                  Address
                    for Transfers.  Each Transfer hereunder shall be
                    made to the address specified below or to an address specified
                    in writing
                    from time to time by the party to which such Transfer will be
                    made.

                


        

         

        Party
          A
          account details for holding collateral

         

        SWIFT:                                CHASUS33

        Account
          of:                        
Swiss Re Financial Products

        Account
          No.:                      066
          911184

        ABA#:                                
          021000021

         

        Party
          B
          account details for holding collateral

         

        Wells
          Fargo Bank,
          N.A.

        ABA
          No. 121 000 248

        Account
          Name: SAS
          Clearing

        Account
          No.:
          3970771416

        FFC
          to: NAAC 2007-3,
          Swap Collateral Account,
          # 53162404

         

        
          	
                  (m)  

                	
                  Other
                    Provisions.

                


        

         

        
          	
                  (i)         
                      

                	
                  Collateral
                    Account.  Party B shall open and maintain a
                    segregated account, and hold, record and identify all Posted
                    Collateral in
                    such segregated account.

                


        

         

        
          	
                  (ii)         
                     

                	
                  Agreement
                    as to Single Secured Party and Single Pledgor. Party A and
                    Party B hereby agree that, notwithstanding anything to the contrary
                    in
                    this Annex, (a) the term “Secured Party” as used in this Annex means only
                    Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                    (c) only Party A makes the pledge and grant in Paragraph 2, the
                    acknowledgement in the final sentence of Paragraph 8(a) and the
                    representations in Paragraph 9.

                


        

         

        
          	
                  (iii)          

                	
                  Calculation
                    of Value.  Paragraph 4(c) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value,
                    Moody’s Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
                    deleting the words “a Value” and inserting in lieu thereof “an S&P
                    Value and a Moody’s Value” and (B) deleting the words “the Value” and
                    inserting in lieu thereof “S&P Value and Moody’s
                    Value”.  Paragraph 5 (flush language) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P Value or
                    Moody’s Value”.  Paragraph 5(i) (flush language) is hereby
                    amended by deleting the word “Value” and inserting in lieu thereof
                    “S&P Value and Moody’s Value”.  Paragraph 5(i)(C) is hereby
                    amended by deleting the word “the Value, if” and inserting in lieu thereof
                    “any one or more of the S&P Value or Moody’s Value, as may
                    be”.  Paragraph 5(ii) is hereby amended by (1) deleting the
                    first instance of the words “the Value” and inserting in lieu thereof “any
                    one or more of the S&P Value or Moody’s Value” and (2) deleting the
                    second instance of the words “the Value” and inserting in lieu thereof
                    “such disputed S&P Value or Moody’s Value”.  Each of
                    Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
                    deleting
                    the word “Value” and inserting in lieu thereof “least of the S&P Value
                    and Moody’s Value”.

                


        

         

        
          	
                  (iv)         

                	
                  Form
                    of Annex. Party A and Party B hereby
                    agree that the text of Paragraphs 1 through 12, inclusive, of
                    this Annex
                    is intended to be the printed form of ISDA Credit Support Annex
                    (Bilateral
                    Form - ISDA Agreements Subject to New York Law Only version)
                    as published
                    and copyrighted in 1994 by the International Swaps and Derivatives
                    Association, Inc.

                


        

         

        
          	
                  (v)          

                	
                  Events
                    of Default.  Paragraph 7 will not apply to cause
                    any Event of Default to exist with respect to Party B except
                    that
                    Paragraph 7(i) will apply to Party B solely in respect of Party
                    B’s
                    obligations under Paragraph 3(b) of the Credit Support
                    Annex.  Notwithstanding anything to the contrary in Paragraph 7,
                    any failure by Party A to comply with or perform any obligation
                    to be
                    complied with or performed by Party A under the Credit Support
                    Annex shall
                    only be an Event of Default if a Moody’s Second Trigger Downgrade Event
                    has occurred and is continuing and at least 30 Local Business
                    Days have
                    elapsed since such Moody’s Second Trigger Downgrade Event first
                    occurred.

                


        

         

        
          	
                  (vi)       
                     

                	
                  Expenses.  Notwithstanding
                    anything to the contrary in Paragraph 10, the Pledgor will be
                    responsible
                    for, and will reimburse the Secured Party for, all transfer and
                    other
                    taxes and other costs involved in maintenance and any Transfer
                    of Eligible
                    Collateral.

                


        

         

        
          	
                  (vii)     
                      

                	
                  Withholding.  Paragraph
                    6(d)(ii) is hereby amended by inserting immediately after “the Interest
                    Amount” in the fourth line thereof  the words “less any
                    applicable withholding taxes.”

                


        

         

         (viii)       Additional
          Definitions.  As used in this Annex:

         

        “Custodian
          Required Rating Threshold” means, with respect to an entity, a
          short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
          if such entity does not have a short-term unsecured and unsubordinated
          debt
          rating from S&P, a long-term unsecured and unsubordinated debt rating or
          counterparty rating from S&P of “A+”.

         

        “DV01”
          means, with respect to a Transaction and any date of determination, the
          estimated change in the Secured Party’s Transaction Exposure with respect to
          such Transaction that would result from a one basis point change in the
          relevant
          swap curve on such date, as determined by the Valuation Agent in good faith
          and
          in a commercially reasonable manner in accordance with the relevant methodology
          customarily used by the Valuation Agent.  The Valuation Agent shall,
          upon request of Party B, provide to Party B a statement showing in reasonable
          detail such calculation.

         

        “Exposure”
          has the meaning specified in Paragraph 12, except that (1) after the word
          “Agreement” the words “(assuming, for this purpose only, that Part
          1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
          of the definition of Exposure, the words “with terms that are, in all material
          respects, no less beneficial for Party B than those of this Agreement” shall be
          added.

         

        “Local
          Business Day” means, for purposes of this Annex: any day on which
          (A) commercial banks are open for business (including dealings in foreign
          exchange and foreign currency deposits) in New York and the location of
          Party A,
          Party B and any Custodian, and (B) in relation to a Transfer of Eligible
          Collateral, any day on which the clearance system agreed between the parties
          for
          the delivery of Eligible Collateral is open for acceptance and execution
          of
          settlement instructions (or in the case of a Transfer of Cash or other
          Eligible
          Collateral for which delivery is contemplated by other means a day on which
          commercial banks are open for business (including dealings in foreign exchange
          and foreign deposits) in New York and the location of Party A, Party B
          and any
          Custodian.

         

        “Moody’s
          Credit Support Amount” means, for any Valuation Date:

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, an amount
                    equal to the greater of (x) zero and (y) the sum of the Secured
                    Party’s
                    Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                    all Transactions and such Valuation
                    Date;

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and a Moody’s Second
                    Trigger Downgrade Event has occurred and is continuing and at
                    least 30
                    Local Business Days have elapsed since such Moody’s Second Trigger
                    Downgrade Event first occurred, an amount equal to the greatest
                    of (x)
                    zero, (y) the aggregate amount of the Next Payments for all Next
                    Payment
                    Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
                    of Moody’s Second Trigger Additional Amounts for all Transactions and
                    such
                    Valuation Date; or

                


        

         

        
          	
                   

                	
                  (C)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

        “Moody’s
          First Trigger Additional Amount” means, for
          any Valuation Date and any Transaction,

         

        the
          least
          of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01 for
          such Transaction and such Valuation Date, (y) the product of (i) Moody’s First
          Trigger Notional Amount Multiplier, (ii) the Scale Factor, if any, for
          such
          Transaction, or, if no Scale Factor is applicable for such Transaction,
          one, and
          (iii) the Notional Amount for such Transaction for the Calculation Period
          for
          such Transaction (each as defined in the related Confirmation) which includes
          such Valuation Date, and (z) the product of (i) the applicable Moody’s First
          Trigger Factor set forth in Table 1, (ii) the Scale Factor, if any, for
          such
          Transaction, or, if no Scale Factor is applicable for such Transaction,
          one, and
          (iii) the Notional Amount for such Transaction for the Calculation Period
          for
          such Transaction (each as defined in the related Confirmation) which includes
          such Valuation Date

         

        “Moody’s
          First Trigger Downgrade Event” means that no Relevant Entity has
          credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
          Threshold.

         

        “Moody’s
          First Trigger DV01 Multiplier” means 25.

         

        “Moody’s
          First Trigger Notional Amount Multiplier” means 4%.

         

         “Moody’s
          Second Trigger Additional Amount” means, for any Valuation Date
          and any Transaction,

         

        
          	
                   

                	
                  (A)

                	
                  if
                    such Transaction is not a Transaction-Specific Hedge, the lesser
                    of (i)
                    the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                    such Transaction and such Valuation Date and (ii) the product
                    of (1) the
                    Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
                    if any, for such Transaction, or, if no Scale Factor is applicable
                    for
                    such Transaction, one, and (3) the Notional Amount for such Transaction
                    for the Calculation Period of such Transaction (each as defined
                    in the
                    related Confirmation) which includes such Valuation Date;
                    or

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    such Transaction is a Transaction-Specific Hedge, the lesser
                    of (i) the
                    product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                    Multiplier and DV01 for such Transaction and such Valuation Date
                    and (ii)
                    the Scale Factor, if any, for such Transaction, or, if no Scale
                    Factor is
                    applicable for such Transaction, one, and (iii) the product of
                    the Moody’s
                    Second Trigger Transaction-Specific Hedge Notional Amount Multiplier
                    and
                    the Notional Amount for such Transaction for the Calculation
                    Period for
                    such Transaction (each as defined in the related Confirmation)
                    which
                    includes such Valuation Date.

                


        

         

        “Moody’s
          Second Trigger DV01 Multiplier” means 60.

         

        “Moody’s
          Second Trigger Notional Amount Multiplier” means 9%.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
          75.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier” means 11%.

         

        “Moody’s
          Valuation Percentage” means, with respect to a Valuation Date and
          each item of Eligible Collateral,

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                    the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                    continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                    and is continuing and less than 30 Local Business Days have elapsed
                    since
                    such Moody’s Second Trigger Downgrade Event first occurred, the
                    corresponding percentage for such Eligible Collateral in the
                    column headed
                    “Moody’s First Trigger Valuation Percentage”,
                    or

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                    and at least 30 Local Business Days have elapsed since such Moody’s Second
                    Trigger Downgrade Event first occurred, the corresponding percentage
                    for
                    such Eligible Collateral in the column headed “Moody’s Second Trigger
                    Valuation Percentage”.

                


        

         

        “Moody’s
          Value”means, on any Valuation Date with respect to any Eligible
          Collateral the product of (x) the bid price obtained by the Valuation Agent
          and
          (y) the applicable Moody’s Valuation Percentage set forth in Paragraph
          13(b)(ii).

         

        “Next
          Payment” means, in respect of each Next Payment Date, the greater
          of (i) the aggregate amount of any payments due to be made by Party A under
          Section 2(a) on such Next Payment Date less the aggregate amount of any
          payments
          due to be made by Party B under Section 2(a) on such Next Payment Date
          (any such
          payments determined based on rates prevailing the date of determination)
          and
          (ii) zero.

         

        “Next
          Payment Date” means each date on which the next scheduled payment
          under any Transaction is due to be paid.

         

        “Pricing
          Sources” means the sources of financial information commonly known
          as Bloomberg, Bridge Information Services, Data Resources Inc., Interactive
          Data
          Services, International Securities Market Association, Merrill Lynch Securities
          Pricing Service, Muller Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
          JJ
          Kenny, S&P and Telerate.

         

        “Remaining
          Weighted Average Maturity” means, with respect to a
          Transaction, the expected weighted average maturity for such Transaction
          as
          determined by the Valuation Agent.

         

        “S&P
          Approved Ratings Downgrade Event” means that no Relevant Entity
          has credit ratings from S&P at least equal to the S&P Approved Ratings
          Threshold.

         

        “S&P
          Credit Support Amount” means, for any Valuation Date:

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that an S&P Required Ratings Downgrade Event has occurred and
                    been continuing for at least 10 Local Business Days, an amount
                    equal to
                    the Secured Party’s Exposure;

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is the case
                    that an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, an amount equal
                    to 125% of
                    the Secured Party’s Exposure; or

                


        

         

        
          	
                   

                	
                  (C)

                	
                  if
                    the S&P Threshold for such Valuation Date is infinity,
                    zero.

                


        

         

        “S&P
          Valuation Percentage” means, with respect to a Valuation Date and
          each item of Eligible Collateral,

         

        
          	
                   

                	
                  (A)

                	
                  if
                    the S&P Threshold for such Valuation Date is zero and it is not the
                    case that a S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Approved Ratings Valuation Percentage”
or

                


        

         

        
          	
                   

                	
                  (B)

                	
                  if
                    an S&P Required Ratings Downgrade Event has occurred and been
                    continuing for at least 10 Local Business Days, the corresponding
                    percentage for such Eligible Collateral in the column headed
“S&P
                    Required Ratings Valuation
                    Percentage”.

                


        

         

        “S&P
          Value” means, on any Valuation Date with respect to any Eligible
          Collateral, (A) in the case of Eligible Collateral other than Cash, the
          product
          of (x) the bid price obtained by the Valuation Agent for such Eligible
          Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
          Collateral set forth in paragraph 13(b)(ii) and (B) in the case of Cash,
          the
          amount thereof  multiplied by the applicable S&P Valuation
          Percentage.

         

        “Transaction
          Exposure” means, for any Transaction, Exposure determined as if
          such Transaction were the only Transaction between the Secured Party and
          the
          Pledgor.

         

        “Transaction-Specific
          Hedge” means any Transaction that is (i) an interest rate swap in
          respect of which (x) the notional amount of the interest rate swap is “balance
          guaranteed” or (y) the notional amount of the interest rate swap for any
          Calculation Period (as defined in the related Confirmation) otherwise is
          not a
          specific dollar amount that is fixed at the inception of the Transaction,
          (ii)
          an interest rate cap, (iii) an interest rate floor or (iv) an interest
          rate
          swaption.

         

        “Valuation
          Percentage” shall mean, for purposes of determining the S&P
          Value or Moody’s Value with respect to  any Eligible Collateral or
          Posted Collateral, the applicable S&P Valuation Percentage or Moody’s
          Valuation Percentage for such Eligible Collateral or Posted Collateral,
          respectively, in each case as set forth in Paragraph 13(b)(ii).

         

        “Value”
          shall mean, in respect of any date, the related S&P Value and the related
          Moody’s Value.

         

        [Remainder
          of this page intentionally left blank]

         

        Table
          1

         

        Moody’s
          First Trigger Factor

        


        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.25%

                
	
                  More
                    than 1 but not more than 2

                	
                  0.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  0.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  1.00%

                
	
                  More
                    than 4 but not more than 5

                	
                  1.20%

                
	
                  More
                    than 5 but not more than 6

                	
                  1.40%

                
	
                  More
                    than 6 but not more than 7

                	
                  1.60%

                
	
                  More
                    than 7 but not more than 8

                	
                  1.80%

                
	
                  More
                    than 8 but not more than 9

                	
                  2.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  2.20%

                
	
                  More
                    than 10 but not more than 11

                	
                  2.30%

                
	
                  More
                    than 11 but not more than 12

                	
                  2.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  2.70%

                
	
                  More
                    than 13 but not more than 14

                	
                  2.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  3.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  3.20%

                
	
                  More
                    than 16 but not more than 17

                	
                  3.30%

                
	
                  More
                    than 17 but not more than 18

                	
                  3.50%

                
	
                  More
                    than 18 but not more than 19

                	
                  3.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  3.70%

                
	
                  More
                    than 20 but not more than 21

                	
                  3.90%

                
	
                  More
                    than 21 but not more than 22

                	
                  4.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  4.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  4.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  4.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  4.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  4.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  4.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  4.00%

                
	
                  More
                    than 29

                	
                  4.00%]

                


        

        


         

        Table
          2

         

        Moody’s
          Second Trigger Factor for Interest Rate Swaps with Fixed Notional
          Amounts


         

        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.60%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.20%

                
	
                  More
                    than 2 but not more than 3

                	
                  1.70%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.30%

                
	
                  More
                    than 4 but not more than 5

                	
                  2.80%

                
	
                  More
                    than 5 but not more than 6

                	
                  3.30%

                
	
                  More
                    than 6 but not more than 7

                	
                  3.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  4.30%

                
	
                  More
                    than 8 but not more than 9

                	
                  4.80%

                
	
                  More
                    than 9 but not more than 10

                	
                  5.30%

                
	
                  More
                    than 10 but not more than 11

                	
                  5.60%

                
	
                  More
                    than 11 but not more than 12

                	
                  6.00%

                
	
                  More
                    than 12 but not more than 13

                	
                  6.40%

                
	
                  More
                    than 13 but not more than 14

                	
                  6.80%

                
	
                  More
                    than 14 but not more than 15

                	
                  7.20%

                
	
                  More
                    than 15 but not more than 16

                	
                  7.60%

                
	
                  More
                    than 16 but not more than 17

                	
                  7.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  8.30%

                
	
                  More
                    than 18 but not more than 19

                	
                  8.60%

                
	
                  More
                    than 19 but not more than 20

                	
                  9.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  9.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  9.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  9.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  9.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  9.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  9.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  9.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  9.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  9.00%

                
	
                  More
                    than 29

                	
                  9.00%]

                


        

         

        Table
          3

         

        Moody’s
          Second Trigger Factor for Transaction-Specific Hedges

         

        
          	
                  Remaining

                  Weighted
                    Average Life

                  of
                    Hedge in Years

                	
                  Weekly

                  Collateral

                  Posting

                
	
                  1
                    or less

                	
                  0.75%

                
	
                  More
                    than 1 but not more than 2

                	
                  1.50%

                
	
                  More
                    than 2 but not more than 3

                	
                  2.20%

                
	
                  More
                    than 3 but not more than 4

                	
                  2.90%

                
	
                  More
                    than 4 but not more than 5

                	
                  3.60%

                
	
                  More
                    than 5 but not more than 6

                	
                  4.20%

                
	
                  More
                    than 6 but not more than 7

                	
                  4.80%

                
	
                  More
                    than 7 but not more than 8

                	
                  5.40%

                
	
                  More
                    than 8 but not more than 9

                	
                  6.00%

                
	
                  More
                    than 9 but not more than 10

                	
                  6.60%

                
	
                  More
                    than 10 but not more than 11

                	
                  7.00%

                
	
                  More
                    than 11 but not more than 12

                	
                  7.50%

                
	
                  More
                    than 12 but not more than 13

                	
                  8.00%

                
	
                  More
                    than 13 but not more than 14

                	
                  8.50%

                
	
                  More
                    than 14 but not more than 15

                	
                  9.00%

                
	
                  More
                    than 15 but not more than 16

                	
                  9.50%

                
	
                  More
                    than 16 but not more than 17

                	
                  9.90%

                
	
                  More
                    than 17 but not more than 18

                	
                  10.40%

                
	
                  More
                    than 18 but not more than 19

                	
                  10.80%

                
	
                  More
                    than 19 but not more than 20

                	
                  11.00%

                
	
                  More
                    than 20 but not more than 21

                	
                  11.00%

                
	
                  More
                    than 21 but not more than 22

                	
                  11.00%

                
	
                  More
                    than 22 but not more than 23

                	
                  11.00%

                
	
                  More
                    than 23 but not more than 24

                	
                  11.00%

                
	
                  More
                    than 24 but not more than 25

                	
                  11.00%

                
	
                  More
                    than 25 but not more than 26

                	
                  11.00%

                
	
                  More
                    than 26 but not more than 27

                	
                  11.00%

                
	
                  More
                    than 27 but not more than 28

                	
                  11.00%

                
	
                  More
                    than 28 but not more than 29

                	
                  11.00%

                
	
                  More
                    than 29

                	
                  11.00%]

                


        

         

        Schedule
          A to Paragraph 13(b)(ii)

         

        Eligible
          Collateral and Valuation Percentages

         

        
          	
                  ISDA
                    Collateral

                  Asset
                    Definition

                  (ICAD)
                    Code

                	
                  Remaining
                    

                  Maturity
                    in 

                  Years

                	
                  S&P
                    

                  Approved
                    

                  Ratings

                  Valuation

                  Percentage

                	
                  S&P
                    

                  Required
                    

                  Ratings

                  Valuation

                  Percentage

                	
                  Moody’s

                  First
                    

                  Trigger
                    

                  Valuation
                    

                  Percentage

                	
                  Moody’s

                  Second
                    

                  Trigger

                  Valuation

                  Percentage

                	
                  Fitch/

                  DBRS

                  Valuation

                  Percentage

                
	
                  (A)  US-CASH

                	
                  N/A

                	
                  100%

                	
                  80%

                	
                  100%

                	
                  100%

                	
                  100%

                
	
                  (B)  US-TBILL

                  US-TNOTE

                  US-TBOND

                  (USDollar
                    Fixed Rate in all
                    cases)

                	 	 	 	 	 	 
	 	
                  1
                    or less

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  100%

                	
                  98.6%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  99%

                	
                  97.3%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  98%

                	
                  95.8%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  97%

                	
                  93.8%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  95%

                	
                  91.4%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  94%

                	
                  90.3%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  87.9%

                	
                  70.32%

                	
                  100%

                	
                  89%

                	
                  86.9%

                
	 	
                  More
                    than 20

                	
                  84.6%

                	
                  67.6%

                	
                  100%

                	
                  87%

                	
                  84.6%

                
	
                  (C)  US-GNMA

                  US-FNMA

                  US-FHLMC

                  (USDollar
                    Fixed Rate in all
                    cases)

                	 	 	 	 	 	 
	 	
                  1
                    or less

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  99%

                	
                  98.0%

                
	 	
                  More
                    than 1 but not more than 2

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  98%

                	
                  96.8%

                
	 	
                  More
                    than 2 but not more than 3

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  97%

                	
                  96.3%

                
	 	
                  More
                    than 3 but not more than 5

                	
                  98.0%

                	
                  78.4%

                	
                  100%

                	
                  96%

                	
                  92.5%

                
	 	
                  More
                    than 5 but not more than 7

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  94%

                	
                  90.3%

                
	 	
                  More
                    than 7 but not more than 10

                	
                  92.6%

                	
                  74.1%

                	
                  100%

                	
                  93%

                	
                  86.9%

                
	 	
                  More
                    than 10 but not more than 20

                	
                  82.6%

                	
                  66.0%

                	
                  100%

                	
                  88%

                	
                  81.6%

                
	 	
                  More
                    than 20

                	
                  77.9%

                	
                  62.3%

                	
                  100%

                	
                  86%

                	
                  77.9%

                
	
                  Other
                    items not listed above

                	 	
                  0%

                	 	
                  0%

                	
                  0%

                	
                  0%

                


        

        


         

        IN
          WITNESS WHEREOF, the parties have
          executed this Annex by their duly authorized representatives as of the
          date of
          the Agreement.

         

        
          	
                  SWISS
                    RE FINANCIAL PRODUCTS CORPORATION

                	 	
                   HSBC
                    BANK USA, NATIONAL
                    ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS SUPPLEMENTAL INTEREST
                    TRUST
                    TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT
                    TO THE
                    NOMURA ASSET ACCEPTANCE CORPORATION, ALTERNATIVE LOAN TRUST,
                    SERIES
                    2007-3, MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
                    2007-3

                	 
	
                	 	 	 	 	 
	 By:	
                  /s/
Linda
                    H.
                    Singer

                	 	By:	
                  /s/
                    Elena
                    Zheng

                	 
	
                   

                	
                  
                    Name Linda
                      H. Singer

                  

                	 	
                	Name:
                  Elena
                  Zheng	 
	
                	
                  Title:  Director

                	 	 	
                  Title:  Assistant
                    Vice
                    President

                	 
	 	
                  Date:

                	 	 	
                  Date:

                	 


        

         

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      EXHIBIT
        P

       

      FORM
        OF POLICY

       

      
        


        


        


        


        
          	
                  Insured
                    Obligations:

                	
                  Policy
                    Number: AB1099BE

                
	
                  Nomura
                    Asset Acceptance Corporation,

                  Alternative
                    Loan Trust, Series 2007-3,

                  Mortgage
                    Pass-Through Certificates,

                  Class
                    A-1, Class A-2, Class A-3 and Class A-4

                
	 	
                  Premium:

                	
                  As
                    specified in the endorsement attached hereto and made a part
                    hereof.

                   

                


        

        Ambac
          Assurance Corporation (Ambac), a Wisconsin stock insurance corporation,
          in consideration of the payment of the premium and subject to the terms
          of this
          Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee
          for
          the benefit of the Holders of the Insured Obligations, that portion of
          the
          Insured Amounts which shall become Due for Payment but shall be unpaid
          by reason
          of Nonpayment.

         

        Ambac
          will make such payments to the Trustee from its own funds on the later
          of (a)
          one (1) Business Day following notification to Ambac of Nonpayment or (b)
          the
          Business Day on which the Insured Amounts are Due for Payment. Such payments
          of
          principal or interest shall be made only upon presentation of an instrument
          of
          assignment in form and substance satisfactory to Ambac, transferring to
          Ambac
          all rights under such Insured Obligations to receive the principal of and
          interest on the Insured Obligation. Ambac shall be suhrogated to all the
          Holders' rights to payment on the Insured Obligations to the extent of
          the
          insurance disbursements so made. Once payments of the Insured Amounts have
          been
          made to the Trustee, Ambac shall have no further obligation hereunder in
          respect
          of such Insured Amounts.

         

        In
          the
          event the Trustee for the Insured Obligations has notice that any payment
          of
          principal or interest on an Insured Obligation which has become Due for
          Payment
          and which is made to a Holder by or on behalf of the Trustee has been deemed
          a
          preferential transfer and theretofore recovered from its Holder pursuant
          to the
          United States Bankruptcy Code in accordance with a final, nonappealable
          order of
          a court of competent jurisdiction, such Holder will be entitled to payment
          from
          Ambac to the extent of such recovery if sufficient funds are not otherwise
          available.

         

        This
          Policy is noncancelable by Ambac for any reason, including failure to receive
          payment of any premium due hereunder. The premium on this Policy is not
          refundable for any reason. This Policy does not insure against loss of
          any
          prepayment or other acceleration payment which at any time may become due
          in
          respect of any Insured Obligation, other than at the sole option of Ambac,
          nor
          against any risk other than Nonpayment, including failure of the Trustee
          to make
          any payment due Holders of Insured Amounts.

         

        To
          the
          fullest extent permitted by applicable law, Ambac hereby waives and agrees
          not
          to assert any and all rights and defenses, to the extent such rights and
          defenses may be available to Ambac, to avoid payment of its obligations
          under
          this Policy in accordance with the express provisions hereof.

         

        Any
          capitalized terms not defined herein shall have the meaning given such
          terms in
          the endorsement attached hereto or in the Agreement.

         

        In
          witness whereof, Ambac has caused this Policy to be affixed with its corporate
          seal and to be signed by its duly authorized officers in facsimile to become
          effective as their original signatures and binding upon Ambac by virtue
          of the
          countersignature of its duly authorized representative.

         

        
          	
                  President

                  /s/
                    Robert Genader

                   

                   

                   

                	
                  Secretary

                  /s/
                    Anne G. Gill

                
	
                  Effective
                    Date:    July 10, 2007

                	
                  Authorized
                    Representative: /s/ Charles
                    Campbell

                


        

        


        
        

         

        
          
            


             

            CERTIFICATE
              GUARANTY INSURANCE POLICY ENDORSEMENT

             

            


             

            
              	
                      Attached
                        to and forming

                      part
                        of Policy No. AB1099BE

                      issued
                        to:

                    	
                      Effective
                        Date of Endorsement:

                      July
                        10, 2007

                    


            

            


             

            HSBC
              Bank
              USA, National Association, as Trustee for the Holders of the Nomura
              Asset
              Acceptance Corporation Alternative Loan Trust, Series 2007-3, Mortgage
              Pass-Through Certificates, Series 2007-3, Class A-1, Class A-2, Class
              A-3 and
              Class A-4

             

            For
              all
              purposes of this Policy, the following terms shall have the following
              meanings:

             

            "Business
              Day" shall mean any day other than (i) a Saturday or a Sunday or (ii)
              a day on
              which banking institutions in the State of New York, the State of Delaware,
              the
              State of Wisconsin, the State in which GMAC Mortgage, LLC's servicing
              operations
              are located or the city in which any corporate office of the Trustee
              under the
              Pooling and Servicing Agreement is located are authorized or obligated
              by law or
              executive order to be closed.

             

            "Certificate
              Guarantee Insurance Policy" or "Policy" shall mean this Certificate
              Guaranty
              Insurance Policy together with each and every endorsement hereto.

             

            "Class
              A-1 Certificates" shall mean any one of the Certificates designated
              as a Class
              A-1 Certificate, substantially in the form set forth in Exhibit A-1
              to the
              Pooling and Servicing Agreement.

             

            "Class
              A-2 Certificates" shall mean any one of the Certificates designated
              as a Class
              A-2 Certificate, substantially in the form set forth in Exhibit A-1
              to the
              Pooling and Servicing Agreement.

             

            "Class
              A-3 Certificates" shall mean any one of the Certificates designated
              as a Class
              A-3 Certificate, substantially in the form set forth in Exhibit A-1
              to the
              Pooling and Servicing Agreement.

             

            "Class
              A-4 Certificates" shall mean any one of the Certificates designated
              as a Class
              A-4 Certificate, substantially in the form set forth in Exhibit A-1
              to the
              Pooling and Servicing Agreement.

             

            "Distribution
              Date" shall mean the 25th day of each calendar month beginning in July
              2007 (or
              if such 25th day is not a Business Day, the first Business Day immediately
              following).

             

            "Due
              for
              Payment" shall mean with respect to any Insured Amounts, such amount
              that is due
              and payable pursuant to the terms of the Pooling and Servicing Agreement
              on the
              related Distribution Date.

             

            "Final
              Distribution Date" shall mean the Distribution Date in July 2037.

             

            "First
              Distribution Date" shall mean July 25, 2007.

             

            "Guaranteed
              Interest Distribution Amount" shall mean, with respect to each Distribution
              Date, accrued and unpaid interest for such Distribution Date due on
              the Insured
              Certificates calculated in accordance with the original terms of the
              Insured
              Certificates and the Pooling and Servicing Agreement after giving effect
              to
              amendments or modifications to which the Insurer has given its written
              consent;
              provided, however, that payments in respect of Guaranteed Interest
              Distribution
              Amounts will not include (i) Interest Shortfalls, (ii) Basis Risk Shortfalls
              or
              (iii) default interest.

             

            "Guaranteed
              Principal Distribution Amount" shall mean, (a) for the Final Distribution
              Date
              for the Insured Certificates, the amount needed to pay the outstanding
              Certificate Principal Balance of the Insured Certificates and (b) for
              any other
              Distribution Date, the  amount of Realized Losses allocated to the
              Insured Certificates with respect to such Distribution Date, in each
              case, after
              giving effect to all other amounts distributable and allocable to principal
              on
              the Insured Certificates for the related Distribution Date.

             

            "Holder"
              shall mean the registered owner or beneficial owner of an Insured Certificate,
              other than the Issuing Entity, the Custodian, the Servicer, the Master
              Servicer,
              the Sponsor, the Depositor, the Trustee, the Securities Administrator
              or any of
              their Affiliates, or any person whose obligations constitute the underlying
              security or source of payment for the Insured Certificates who, at
              the time of
              Nonpayment, is the owner of an Insured Certificate or of a coupon relating
              to an
              Insured Certificate.

             

            "Insured
              Amounts" shall mean, with respect to any Distribution Date, the sum
              of the
              Guaranteed Interest Distribution Amount and the Guaranteed Principal
              Distribution Amount for such Distribution Date.

             

            "Insured
              Certificates" shall mean the Class A-1, Class A-2, Class A-3 and Class
              A-4
              Certificates.

             

            "Insured
              Payments" shall mean, with respect to any Distribution Date, the aggregate
              amount actually paid by the Insurer to the Securities Administrator
              on behalf
              of the Trustee
              in respect
              of (i) Insured Amounts for such Distribution Date and (ii) Preference
              Amounts
              for any given Business Day.

             

            "Insurer"
              shall mean Ambac Assurance
              Corporation, or any successor thereto, as issuer of the Certificate
              Guaranty
              Insurance Policy.

             

            "Insurer
              Premium Rate" shall mean 0.08%
              per annum.

             

            "Late
              Payment Rate" shall mean the
              lesser of (a) the greater of (i) the per annum rate of interest publicly
              announced from time to time by Citibank, National Association at its
              principal
              office in New York, New York as its prime or base lending rate (any
              change in
              such rate of interest to be effective on the date such change is announced
              by
              Citibank, National Association) plus
              2%, and (ii) the then applicable
              highest rate of interest on any of the Insured Certificates and (b)
              the maximum
              rate permissible under applicable usury or similar laws limiting interest
              rates.  The Late Payment Rate shall be computed on the basis of the
              actual number of days elapsed over a year of 360 days for any Distribution
              Date.

             

            "Nonpayment"
              shall mean, with respect to
              any Distribution Date, an Insured Amount which is Due for Payment but
              has not
              been and will not be paid in respect of such Distribution Date pursuant
              to the
              Pooling and Servicing Agreement.

             

            "Notice"
              shall mean the telephonic or telegraphic notice, promptly confirmed
              in writing
              by telecopy substantially in the form of Exhibit A to the Policy, the
              original
              of which is subsequently delivered by registered or certified mail,
              from the
              Securities Administrator specifying the Insured Amount which shall
              be due and
              owing on the applicable Distribution Date.

             

            "Pooling
              and Servicing Agreement" shall
              mean the Pooling and Servicing Agreement, dated as of June 1, 2007,
              among Nomura
              Asset Acceptance Corporation, as Depositor, Nomura Credit & Capital, Inc.,
              as Sponsor, GMAC Mortgage LLC, as a Servicer, Wells Fargo Bank, National
              Association, as Master Servicer and Securities Administrator and HSBC
              Bank USA,
              National Association, as Trustee, as such Pooling and Servicing Agreement
              may be
              amended, modified or supplemented from time to time as set forth in
              the Pooling
              and Servicing Agreement, provided that any such amendment, modification
              or
              supplement which affects the Insurer or the Insured Certificates shall
              have been
              approved in writing by the Insurer.

             

            "Preference
              Amount" means any payment of
              Insured Amounts on an Insured Certificate which has become Due for
              Payment and
              which is made to a Holder by or on behalf of the Trustee which has
              been deemed a
              preferential transfer and theretofore recovered from its Holder pursuant
              to the
              United States Bankruptcy Code in accordance with a final, non-appealable
              order
              of a court of competent jurisdiction.

             

            "Securities
              Administrator" shall mean
              Wells Fargo Bank, National Association, or its successor-in-interest,
              in its
              capacity as securities administrator under the Pooling and Servicing
              Agreement,
              or if any successor securities administrator or any co-securities administrator
              shall be appointed as provided therein, then "Securities Administrator"
              shall
              also mean such successor securities administrator or such co-securities
              administrator, as the case may be, subject to the provisions
              thereof.

             

            "Term
              of the Policy" shall mean the
              period from and including the date of issuance of the Policy to and
              including
              the date on which (i) the Certificate Principal Balance of the Insured
              Certificates is reduced to zero, (ii) any period during which any payment
              of the
              Insured Certificates could have been avoided in whole or in part as
              a preference
              payment under applicable bankruptcy, insolvency, receivership or similar
              law has
              expired, and (iii) if any proceedings requisite to avoidance as a preference
              payment have been commenced prior to the occurrence of (i) and (ii),
              a final and
              nonappealable order in resolution of each such proceeding has been
              entered.

             

            "Trustee"
              shall mean HSBC Bank USA,
              National Association, or its successor-in-interest, in its capacity
              as trustee
              under the Pooling and Servicing Agreement, or if any successor trustee
              or any
              co-trustee shall be appointed as provided therein, then "Trustee" shall
              also
              mean such successor trustee or such co-trustee, as the case may be,
              subject to
              the provisions thereof.

             

            Capitalized
              terms used herein and not
              otherwise defined shall have the meaning assigned to them in the Pooling
              and
              Servicing Agreement as of the date of execution of the Policy, without
              giving
              effect to any subsequent amendment to or modification of the Pooling
              and
              Servicing Agreement unless such amendment or modification has been
              approved in
              writing by the Insurer.

             

            As
              provided by the Policy, the Insurer
              will pay any amount payable hereunder, other than Preference Amounts,
              no later
              than 12:00 noon, New York City time, on the later of the Distribution
              Date on
              which the related Insured Amount is due or the second Business Day
              following
              receipt in New York, New York on a Business Day by the Insurer of a
              Notice;
              provided that, if such Notice is received after 12:00 noon, New York
              City time,
              on such Business Day, it will be deemed to be received on the following
              Business
              Day.  If any such Notice is not in proper form or is otherwise
              insufficient for the purpose of making a claim under the Policy, it
              shall be
              deemed not to have been received for purposes of this paragraph, and
              the Insurer
              shall promptly so advise the Securities Administrator and the Securities
              Administrator may submit an amended Notice.

             

            The
              Insurer shall pay any Preference Amount when due to be paid pursuant
              to the
              Order referred to below, but in any event on the Distribution Date
              next
              following receipt on a Business Day by the Insurer of (i) a certified
              copy of a
              final, non-appealable order of a court or other body exercising jurisdiction
              in
              such insolvency proceeding to the effect that the Trustee or the Holder
              is
              required to return such Preference Amount paid during the term of this
              Policy
              because such payments were avoided as a preferential transfer or otherwise
              rescinded or required to be restored by the Trustee or the Holder (the
              "Order"),
              (ii) a certificate by or on behalf of the Trustee that the Order has
              been
              entered and is not subject to any stay, (iii) an assignment, in form
              and
              substance satisfactory to the Insurer, duly executed and delivered
              by the
              Trustee, irrevocably assigning to the Insurer all rights and claims
              of the
              Trustee or the Holder relating to or arising under the Pooling and
              Servicing
              Agreement against the estate of the Trustee or otherwise with respect
              to such
              Preference Amount and (iv) a Notice of Nonpayment (attached hereto
              as Exhibit A)
              appropriately completed and executed by the Securities
              Administrator.  Such payment shall be disbursed to the receiver,
              conservator, debtor-in-possession or trustee in bankruptcy named in
              the Order,
              and not to the Securities Administrator, the Trustee or the Holder,
              as
              applicable, directly, unless the Securities Administrator on behalf
              ofthe
              Trustee or the Holder, as applicable, has made a payment of the Preference
              Amount to the court or such receiver, conservator, debtor-in-possession
              or
              trustee in bankruptcy named in the Order, in which case the Insurer
              will pay the
              Securities Administrator for the benefit of the Trustee on behalf of
              the Holder,
              subject to the delivery of (a) the items refereed to in clauses (i),
              (ii), (iii)
              and (iv) above to the Insurer and (b) evidence satisfactory to the
              Insurer, in
              its sole discretion, that payment has been made to such court or receiver,
              conservator, debtor-in-possession or trustee in bankruptcy named in
              the
              Order.

             

            The
              Insurer hereby agrees that it shall
              be subrogated to the rights of Holders by virtue of any previous payment
              under
              this Policy provided that no recovery of such payment will occur unless
              the full
              amount of the Holders' allocable distributions for such Distribution
              Date can be
              made.  In so doing, the Insurer does not waive its rights to seek full
              payment of all amounts owed to it under the Pooling and Servicing
              Agreement.

             

            The
              terms and provisions of the Pooling
              and Servicing Agreement constitute the instrument of assignment referred
              to in
              the second paragraph of the face of this Policy.

             

            A
              premium will be payable on this Policy
              as provided in Section 5.05(a)(i)(2) and 12.06 of the Pooling and Servicing
              Agreement, beginning with the First Distribution Date, in an amount,
              with
              respect to each Distribution Date, equal to the Policy Premium (as
              defined in
              the Pooling and Servicing Agreement).

             

            The
              Policy to which this Endorsement is
              attached and of which it forms a part is hereby amended to provide
              that there
              shall be no acceleration payment due under the Policy unless such acceleration
              is at the sole option of the Insurer.  The Policy is further hereby
              amended, to the extent necessary, to clarify that the reference to
              "loss of any
              prepayment or any other acceleration payment" in the fourth paragraph
              of the
              face of the Policy does not refer to that portion of any shortfall,
              if any, in
              interest on any mortgage loan in any month in which such mortgage loan
              is paid
              prior to its stated maturity.

             

            This
              Policy does not cover shortfalls,
              if any, attributable to the liability of the Trust Fund, any REMIC,
              the
              Securities Administrator or the Trustee for withholding taxes, if any
              (including
              interest and penalties in respect of any such liability) or any other
              taxes,
              withholding or other charge imposed by any governmental authority,
              Interest
              Shortfalls or any Basis Risk Shortfalls.

             

            Nothing
              herein contained shall be held
              to vary, alter, waive or extend any of the terms, conditions, provisions,
              agreements or limitations of the above mentioned Policy other than
              as above
              stated.

             

            On
              and after the completion of the Term
              of the Policy, the Policy shall be void and of no force and effect
              whatsoever.

             

            This
              Policy is issued under and pursuant
              to, and shall be construed under, the laws of the State of New York
              (without
              giving effect to the conflict of laws provisions thereof).

             

            THIS
              POLICY IS NOT COVERED BY THE
              PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF
              THE NEW
              YORK INSURANCE LAW.

             

            [REMAINDER
              OF PAGE INTENTIONALLY LEFT
              BLANK]

             

            IN
              WITNESS WHEREOF, Ambac Assurance
              Corporation has caused this Endorsement to the Policy to be signed
              by its duly
              authorized officers.

             

            
              	
                      Managing
                        Director

                    	
                      Assistant
                        Secretary

                    
	
                      /s/
                        Charles
                        Campbell

                    	
                      /s/
                        Kathleen
                        Drennen

                    


            

             

             

            
 

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            EXHIBIT
              A

            TO
              THE CERTIFICATE GUARANTY INSURANCE
              POLICY

            Policy
              No. AB1099BE

             

             

             

            NOTICE
              OF NONPAYMENT AND
              DEMAND

            FOR
              PAYMENT OF INSURED
              AMOUNTS

             

            
              	 	
                      Date:  [             ]

                    


            

            Ambac
              Assurance
              Corporation

            One
              State Street
              Plaza

            New
              York, New
              York  10004

            Attention:  General
              Counsel

             

            Reference
              is made to Certificate
              Guaranty Insurance Policy No. AB1099BE (the "Policy") issued by Ambac
              Assurance
              Corporation ("Ambac").  Terms capitalized herein and not otherwise
              defined shall have the meanings specified in the Policy and the Pooling
              and
              Servicing Agreement, dated as of June 1, 2007, among Nomura Asset Acceptance
              Corporation, as Depositor, Nomura Credit & Capital, Inc., as Sponsor, GMAC
              Mortgage LLC, as a Servicer, Wells Fargo Bank, National Association,
              as Master
              Servicer and Securities Administrator and HSBC Bank USA, National Association,
              as Trustee (without regard to any amendment or supplement thereto unless
              such
              amendment or supplement has been approved in writing by Ambac) (the
              "Pooling and
              Servicing Agreement"), as the case may be, unless the context otherwise
              requires.

             

            The
              Securities Administrator on behalf
              of the Trustee hereby certifies as follows:

             

            
              	
                      1.  

                    	
                      The
                        Trustee is the Trustee under
                        the Pooling and Servicing Agreement for the
                        Holders.

                    


            

             

            
              	
                      2.  

                    	
                      The
                        relevant Distribution Date is
                        [date].

                    


            

             

            
              	
                      3.  

                    	
                      Payment
                        on the Insured
                        Certificates in respect of the Distribution Date is due to
                        be received on
                        ____________________________ under the Pooling and Servicing
                        Agreement, in
                        an amount equal to
                        $__________.

                    


            

             

            
              	
                      4.  

                    	
                      There
                        is a shortfall of
                        $__________ in a Guaranteed Distribution in respect of the
                        Insured
                        Certificates, which amount is an Insured Amount pursuant
                        to the terms of
                        the Pooling and Servicing
                        Agreement.

                    


            

             

            
              	
                      5.  

                    	
                      Neither
                        the Securities
                        Administrator nor the Trustee has heretofore made a demand
                        for the Insured
                        Amount in respect of the Distribution
                        Date.

                    


            

             

            
              	
                      6.  

                    	
                      The
                        Securities Administrator on
                        behalf of the Trustee hereby requests the payment of the
                        Insured Amount
                        that is Due for Payment be made by Ambac under the Policy
                        and directs that
                        payment under the Policy be made to the following account
                        by bank wire
                        transfer of federal or other immediately available funds
                        in accordance
                        with the terms of the Policy
                        to:

                    


            

             

                                                                    
account
              number.

             

            
              	
                      7.  

                    	
                      The
                        Securities Administrator on
                        behalf of the Trustee hereby agrees that, following receipt
                        of the Insured
                        Amount from Ambac, it shall (a) hold such amounts in trust
                        and apply the
                        same directly to the distribution of payment on the Insured
                        Certificates
                        when due; (b) not apply such funds for any other purpose;
                        (c) deposit such
                        funds to the Insurance Account and not commingle such funds
                        with other
                        funds held by the Securities Administrator on behalf of the
                        Trustee and
                        (d) maintain an accurate record of such payments with respect
                        to each
                        Insured Certificate and the corresponding claim on the Policy
                        and proceeds
                        thereof.

                    


            

             

            Any
              Person Who Knowingly And With Intent
              To Defraud Any Insurance Company Or Other Person Files An Application
              For
              Insurance Or Statement Of Claim Containing Any Materially False Information,
              Or
              Conceals For The Purpose Of Misleading, Information Concerning Any
              Fact Material
              Thereto, Commits A Fraudulent Insurance Act, Which Is A Crime And Shall
              Also Be
              Subject To A Civil Penalty Not To Exceed Five Thousand Dollars And
              The Stated
              Value Of The Claim For Each Such Violation.

             

            


             

            
              	
                      [Name
                        of Securities Administrator]

                       

                    
	 	 
	
                      By:

                    	 
	 	 
	
                      Title:

                    	 
	 	
                      (Officer)

                    


            

            


             

            


             

            


          

          
          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        X-1

       

      FORM
        OF SERVICING CRITERIA

      


      
        
          	
                  Standard  File
                    Layout - Master Servicing

                	 	 	 
	
                  Column
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

                	
                  A
                    value assigned by the Servicer to define a group of loans.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  20

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the investor.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer.  This may be
                    different than the LOAN_NBR.

                	
                   

                	
                  Text
                    up to 10 digits

                	
                  10

                
	
                  BORROWER_NAME

                	
                  The
                    borrower name as received in the file.  It is not separated by
                    first and last name.

                	
                   

                	
                  Maximum
                    length of 30 (Last, First)

                	
                  30

                
	
                  SCHED_PAY_AMT

                	
                  Scheduled
                    monthly principal and scheduled interest payment that a borrower
                    is
                    expected to pay, P&I constant.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NOTE_INT_RATE

                	
                  The
                    loan interest rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  NET_INT_RATE

                	
                  The
                    loan gross interest rate less the service fee rate as reported
                    by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_RATE

                	
                  The
                    servicer's fee rate for a loan as reported by the
                    Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  SERV_FEE_AMT

                	
                  The
                    servicer's fee amount for a loan as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_PAY_AMT

                	
                  The
                    new loan payment amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NEW_LOAN_RATE

                	
                  The
                    new loan rate as reported by the Servicer.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ARM_INDEX_RATE

                	
                  The
                    index the Servicer is using to calculate a forecasted
                    rate.

                	
                  4

                	
                  Max
                    length of 6

                	
                  6

                
	
                  ACTL_BEG_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the beginning of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_END_PRIN_BAL

                	
                  The
                    borrower's actual principal balance at the end of the processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date at the end of processing cycle that the borrower's next
                    payment is
                    due to the Servicer, as reported by Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  SERV_CURT_AMT_1

                	
                  The
                    first curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_1

                	
                  The
                    curtailment date associated with the first curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_1

                	
                  The
                    curtailment interest on the first curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_2

                	
                  The
                    second curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_2

                	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_
                    AMT_2

                	
                  The
                    curtailment interest on the second curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_AMT_3

                	
                  The
                    third curtailment amount to be applied.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SERV_CURT_DATE_3

                	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  CURT_ADJ_AMT_3

                	
                  The
                    curtailment interest on the third curtailment amount, if
                    applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_AMT

                	
                  The
                    loan "paid in full" amount as reported by the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PIF_DATE

                	
                  The
                    paid in full date as reported by the Servicer.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                   

                	
                   

                	
                   

                	
                  Action
                    Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                    65=Repurchase,70=REO

                	
                  2

                
	
                  ACTION_CODE

                	
                  The
                    standard FNMA numeric code used to indicate the default/delinquent
                    status
                    of a particular loan.

                
	
                  INT_ADJ_AMT

                	
                  The
                    amount of the interest adjustment as reported by the
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SOLDIER_SAILOR_ADJ_AMT

                	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  NON_ADV_LOAN_AMT

                	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  LOAN_LOSS_AMT

                	
                  The
                    amount the Servicer is passing as a loss, if applicable.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_BEG_PRIN_BAL

                	
                  The
                    scheduled outstanding principal amount due at the beginning of
                    the cycle
                    date to be passed through to investors.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_END_PRIN_BAL

                	
                  The
                    scheduled principal balance due to investors at the end of a
                    processing
                    cycle.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_PRIN_AMT

                	
                  The
                    scheduled principal amount as reported by the Servicer for the
                    current
                    cycle -- only applicable for Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  SCHED_NET_INT

                	
                  The
                    scheduled gross interest amount less the service fee amount for
                    the
                    current cycle as reported by the Servicer -- only applicable
                    for
                    Scheduled/Scheduled Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_PRIN_AMT

                	
                  The
                    actual principal amount collected by the Servicer for the current
                    reporting cycle -- only applicable for Actual/Actual
                    Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  ACTL_NET_INT

                	
                  The
                    actual gross interest amount less the service fee amount for
                    the current
                    reporting cycle as reported by the Servicer -- only applicable
                    for
                    Actual/Actual Loans.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    AMT

                	
                  The
                    penalty amount received when a borrower prepays on his loan as
                    reported by
                    the Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                  PREPAY_PENALTY_
                    WAIVED

                	
                  The
                    prepayment penalty amount for the loan waived by the
                    servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  MOD_DATE

                	
                  The
                    Effective Payment Date of the Modification for the loan.

                	
                   

                	
                  MM/DD/YYYY

                	
                  10

                
	
                  MOD_TYPE

                	
                  The
                    Modification Type.

                	
                   

                	
                  Varchar
                    - value can be alpha or numeric

                	
                  30

                
	
                  DELINQ_P&I_ADVANCE_AMT

                	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                	
                  11

                


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        X-2

       

      
        Exhibit  2: Standard
          File
          Layout – Delinquency Reporting

      

      


        *The
        column/header names in bold are the minimum
        fields Wells Fargo must receive from every Servicer

       

      
        
          	
                  Column/Header
                    Name

                	
                  Description

                	
                  Decimal

                	
                  Format
                    Comment

                
	
                  SERVICER_LOAN_NBR

                	
                  A
                    unique number assigned to a loan by the Servicer.  This may be
                    different than the LOAN_NBR

                	 	
                   

                
	
                  LOAN_NBR

                	
                  A
                    unique identifier assigned to each loan by the originator.

                	 	
                   

                
	
                  CLIENT_NBR

                	
                  Servicer
                    Client Number

                	 	 
	
                  SERV_INVESTOR_NBR

                	
                  Contains
                    a unique number as assigned by an external servicer to identify
                    a group of
                    loans in their system.

                	 	
                   

                
	
                  BORROWER_FIRST_NAME

                	
                  First
                    Name of the Borrower.

                	 	 
	
                  BORROWER_LAST_NAME

                	
                  Last
                    name of the borrower.

                	 	 
	
                  PROP_ADDRESS

                	
                  Street
                    Name and Number of Property

                	 	
                   

                
	
                  PROP_STATE

                	
                  The
                    state where the  property located.

                	 	
                   

                
	
                  PROP_ZIP

                	
                  Zip
                    code where the property is located.

                	 	
                   

                
	
                  BORR_NEXT_PAY_DUE_DATE

                	
                  The
                    date that the borrower's next payment is due to the servicer
                    at the end of
                    processing cycle, as reported by Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  LOAN_TYPE

                	
                  Loan
                    Type (i.e. FHA, VA, Conv)

                	 	
                   

                
	
                  BANKRUPTCY_FILED_DATE

                	
                  The
                    date a particular bankruptcy claim was filed.

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_CHAPTER_CODE

                	
                  The
                    chapter under which the bankruptcy was filed.

                	 	
                   

                
	
                  BANKRUPTCY_CASE_NBR

                	
                  The
                    case number assigned by the court to the bankruptcy
                    filing.

                	 	
                   

                
	
                  POST_PETITION_DUE_DATE

                	
                  The
                    payment due date once the bankruptcy has been approved by the
                    courts

                	 	
                  MM/DD/YYYY

                
	
                  BANKRUPTCY_DCHRG_DISM_DATE

                	
                  The
                    Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                    Discharged
                    and/or a Motion For Relief Was Granted.

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_APPR_DATE

                	
                  The
                    Date The Loss Mitigation Was Approved By The Servicer

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_TYPE

                	
                  The
                    Type Of Loss Mitigation Approved For A Loan Such As;

                	 	 
	
                  LOSS_MIT_EST_COMP_DATE

                	
                  The
                    Date The Loss Mitigation /Plan Is Scheduled To End/Close

                	 	
                  MM/DD/YYYY

                
	
                  LOSS_MIT_ACT_COMP_DATE

                	
                  The
                    Date The Loss Mitigation Is Actually Completed

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_APPROVED_DATE

                	
                  The
                    date DA Admin sends a letter to the servicer with instructions
                    to begin
                    foreclosure proceedings.

                	 	
                  MM/DD/YYYY

                
	
                  ATTORNEY_REFERRAL_DATE

                	
                  Date
                    File Was Referred To Attorney to Pursue Foreclosure

                	 	
                  MM/DD/YYYY

                
	
                  FIRST_LEGAL_DATE

                	
                  Notice
                    of 1st legal filed by an Attorney in a Foreclosure Action

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_EXPECTED_DATE

                	
                  The
                    date by which a foreclosure sale is expected to occur.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_DATE

                	
                  The
                    actual date of the foreclosure sale.

                	 	
                  MM/DD/YYYY

                
	
                  FRCLSR_SALE_AMT

                	
                  The
                    amount a property sold for at the foreclosure sale.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  EVICTION_START_DATE

                	
                  The
                    date the servicer initiates eviction of the borrower.

                	 	
                  MM/DD/YYYY

                
	
                  EVICTION_COMPLETED_DATE

                	
                  The
                    date the court revokes legal possession of the property from
                    the
                    borrower.

                	 	
                  MM/DD/YYYY

                
	
                  LIST_PRICE

                	
                  The
                    price at which an REO property is marketed.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  LIST_DATE

                	
                  The
                    date an REO property is listed at a particular price.

                	 	
                  MM/DD/YYYY

                
	
                  OFFER_AMT

                	
                  The
                    dollar value of an offer for an REO property.

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  OFFER_DATE_TIME

                	
                  The
                    date an offer is received by DA Admin or by the Servicer.

                	 	
                  MM/DD/YYYY

                
	
                  REO_CLOSING_DATE

                	
                  The
                    date the REO sale of the property is scheduled to close.

                	 	
                  MM/DD/YYYY

                
	
                  REO_ACTUAL_CLOSING_DATE

                	
                  Actual
                    Date Of REO Sale

                	 	
                  MM/DD/YYYY

                
	
                  OCCUPANT_CODE

                	
                  Classification
                    of how the property is occupied.

                	 	
                   

                
	
                  PROP_CONDITION_CODE

                	
                  A
                    code that indicates the condition of the property.

                	 	
                   

                
	
                  PROP_INSPECTION_DATE

                	
                  The
                    date a  property inspection is performed.

                	 	
                  MM/DD/YYYY

                
	
                  APPRAISAL_DATE

                	
                  The
                    date the appraisal was done.

                	 	
                  MM/DD/YYYY

                
	
                  CURR_PROP_VAL

                	
                   The
                    current "as is" value of the property based on brokers price
                    opinion or
                    appraisal.

                	
                  2

                	
                   

                
	
                  REPAIRED_PROP_VAL

                	
                  The
                    amount the property would be worth if repairs are completed pursuant
                    to a
                    broker's price opinion or appraisal.

                	
                  2

                	
                   

                
	
                  If
                    applicable:

                	
                   

                	 	
                   

                
	
                  DELINQ_STATUS_CODE

                	
                  FNMA
                    Code Describing Status of Loan

                	 	 
	
                  DELINQ_REASON_CODE

                	
                  The
                    circumstances which caused a borrower to stop paying on a
                    loan.   Code indicates the reason why the loan is in
                    default for this cycle.

                	 	 
	
                  MI_CLAIM_FILED_DATE

                	
                  Date
                    Mortgage Insurance Claim Was Filed With Mortgage Insurance
                    Company.

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT

                	
                  Amount
                    of Mortgage Insurance Claim Filed

                	 	
                  No
                    commas(,) or dollar signs ($)

                
	
                  MI_CLAIM_PAID_DATE

                	
                  Date
                    Mortgage Insurance Company Disbursed Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  MI_CLAIM_AMT_PAID

                	
                  Amount
                    Mortgage Insurance Company Paid On Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_FILED_DATE

                	
                  Date
                    Claim Was Filed With Pool Insurance Company

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT

                	
                  Amount
                    of Claim Filed With Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  POOL_CLAIM_PAID_DATE

                	
                  Date
                    Claim Was Settled and The Check Was Issued By The Pool
                    Insurer

                	 	
                  MM/DD/YYYY

                
	
                  POOL_CLAIM_AMT_PAID

                	
                  Amount
                    Paid On Claim By Pool Insurance Company

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_FILED_DATE

                	
                   Date
                    FHA Part A Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_AMT

                	
                   Amount
                    of FHA Part A Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_A_CLAIM_PAID_DATE

                	
                   Date
                    HUD Disbursed Part A Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_A_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part A Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_FILED_DATE

                	
                    Date
                    FHA Part B Claim Was Filed With HUD

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_AMT

                	
                    Amount
                    of FHA Part B Claim Filed

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FHA_PART_B_CLAIM_PAID_DATE

                	
                     Date
                    HUD Disbursed Part B Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  FHA_PART_B_CLAIM_PAID_AMT

                	
                   Amount
                    HUD Paid on Part B Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  VA_CLAIM_FILED_DATE

                	
                   Date
                    VA Claim Was Filed With the Veterans Admin

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_DATE

                	
                   Date
                    Veterans Admin. Disbursed VA Claim Payment

                	 	
                  MM/DD/YYYY

                
	
                  VA_CLAIM_PAID_AMT

                	
                   Amount
                    Veterans Admin. Paid on VA Claim

                	
                  2

                	
                  No
                    commas(,) or dollar signs ($)

                


        

      

      
        
          	
                  MOTION_FOR_RELIEF_DATE

                	
                  The
                    date the Motion for Relief was filed

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  FRCLSR_BID_AMT

                	
                  The
                    foreclosure sale bid amount

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  FRCLSR_SALE_TYPE

                	
                  The
                    foreclosure sales results: REO, Third Party, Conveyance to
                    HUD/VA

                	
                   

                	
                   

                
	
                  REO_PROCEEDS

                	
                  The
                    net proceeds from the sale of the REO property.

                	
                   

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  BPO_DATE

                	
                  The
                    date the BPO was done.

                	
                   

                	
                   

                
	
                  CURRENT_FICO

                	
                  The
                    current FICO score

                	
                   

                	
                   

                
	
                  HAZARD_CLAIM_FILED_DATE

                	
                  The
                    date the Hazard Claim was filed with the Hazard Insurance
                    Company.

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  HAZARD_CLAIM_AMT

                	
                  The
                    amount of the Hazard Insurance Claim filed.

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  HAZARD_CLAIM_PAID_DATE

                	
                  The
                    date the Hazard Insurance Company disbursed the claim
                    payment.

                	
                  10

                	
                  MM/DD/YYYY

                
	
                  HAZARD_CLAIM_PAID_AMT

                	
                  The
                    amount the Hazard Insurance Company paid on the claim.

                	
                  11

                	
                  No
                    commas(,) or dollar signs ($)

                
	
                  ACTION_CODE

                	
                  Indicates
                    loan status

                	 	
                  Number

                
	
                  NOD_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  NOI_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  ACTUAL_PAYMENT_PLAN_START_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  ACTUAL_PAYMENT_
                    PLAN_END_DATE

                	
                   

                	
                   

                	
                   

                
	
                  ACTUAL_REO_START_DATE

                	
                   

                	
                   

                	
                  MM/DD/YYYY

                
	
                  REO_SALES_PRICE

                	
                   

                	
                   

                	
                  Number

                
	
                  REALIZED_LOSS/GAIN

                	
                  As
                    defined in the Servicing Agreement

                	
                   

                	
                  Number

                


        



      
        Exhibit
          2:Standard
          File Codes –
Delinquency Reporting


      

       

      The
        Loss Mit Type field should show the approved Loss
        Mitigation Code as follows:

       

      
        
          	 	
                  
                    ·  

                  

                	
                  ASUM-

                	
                    
                    Approved Assumption

                
	 	
                  
                    ·  

                  

                	
                  BAP-

                	
                    
                    Borrower Assistance Program

                
	 	
                  
                    ·  

                  

                	
                  CO-

                	
                     Charge
                    Off

                
	 	
                  
                    ·  

                  

                	
                  DIL-

                	
                     Deed-in-Lieu

                
	 	
                  
                    ·  

                  

                	
                  FFA-

                	
                     Formal
                    Forbearance Agreement

                
	 	
                  
                    ·  

                  

                	
                  MOD-

                	
                     Loan
                    Modification

                
	 	
                  
                    ·  

                  

                	
                  PRE-

                	
                     Pre-Sale

                
	 	
                  
                    ·  

                  

                	
                  SS-

                	
                     Short
                    Sale

                
	 	
                  
                    ·  

                  

                	
                  MISC-

                	
                    
                    Anything else approved by the PMI or Pool
                    Insurer

                


        

      

       

      NOTE:
        Wells Fargo Bank will accept alternative Loss Mitigation Types to those above,
        provided that they are consistent with industry standards.  If Loss
        Mitigation Types other than those above are used, the Servicer must supply
        Wells
        Fargo Bank with a description of each of the Loss Mitigation Types prior
        to
        sending the file.

       

      The
        Occupant Code field should show the current status of
        the property code as follows:

       

      
        	
                ·  

              	
                Mortgagor

              


      

      
        	
                ·  

              	
                Tenant

              


      

      
        	
                ·  

              	
                Unknown

              


      

      
        	
                ·  

              	
                Vacant

              


      

       

      The
        Property Condition field should show the last reported
        condition of the property as follows:

       

      
        	
                ·  

              	
                Damaged

              


      

      
        	
                ·  

              	
                Excellent

              


      

      
        	
                ·  

              	
                Fair

              


      

      
        	
                ·  

              	
                Gone

              


      

      
        	
                ·  

              	
                Good

              


      

      
        	
                ·  

              	
                Poor

              


      

      
        	
                ·  

              	
                Special
                  Hazard

              


      

      
        	
                ·  

              	
                Unknown

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        2:Standard
        File Codes –
Delinquency Reporting, Continued

       

      The
        FNMA Delinquent Reason Code field should show the Reason
        for Delinquency as follows:

      


      
        	
                Delinquency
                  Code

              	
                Delinquency
                  Description

              
	
                001

              	
                FNMA-Death
                  of principal mortgagor

              
	
                002

              	
                FNMA-Illness
                  of principal mortgagor

              
	
                003

              	
                FNMA-Illness
                  of mortgagor’s family member

              
	
                004

              	
                FNMA-Death
                  of mortgagor’s family member

              
	
                005

              	
                FNMA-Marital
                  difficulties

              
	
                006

              	
                FNMA-Curtailment
                  of income

              
	
                007

              	
                FNMA-Excessive
                  Obligation

              
	
                008

              	
                FNMA-Abandonment
                  of property

              
	
                009

              	
                FNMA-Distant
                  employee transfer

              
	
                011

              	
                FNMA-Property
                  problem

              
	
                012

              	
                FNMA-Inability
                  to sell property

              
	
                013

              	
                FNMA-Inability
                  to rent property

              
	
                014

              	
                FNMA-Military
                  Service

              
	
                015

              	
                FNMA-Other

              
	
                016

              	
                FNMA-Unemployment

              
	
                017

              	
                FNMA-Business
                  failure

              
	
                019

              	
                FNMA-Casualty
                  loss

              
	
                022

              	
                FNMA-Energy
                  environment costs

              
	
                023

              	
                FNMA-Servicing
                  problems

              
	
                026

              	
                FNMA-Payment
                  adjustment

              
	
                027

              	
                FNMA-Payment
                  dispute

              
	
                029

              	
                FNMA-Transfer
                  of ownership pending

              
	
                030

              	
                FNMA-Fraud

              
	
                031

              	
                FNMA-Unable
                  to contact borrower

              
	
                INC

              	
                FNMA-Incarceration

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        2:Standard
        File Codes –
Delinquency Reporting, Continued

       

      The
        FNMA Delinquent Status Code field should show the Status
        of Default as follows:

      


      
        	
                Status
                  Code

              	
                Status
                  Description

              
	
                09

              	
                Forbearance

              
	
                17

              	
                Pre-foreclosure
                  Sale Closing Plan Accepted

              
	
                24

              	
                Government
                  Seizure

              
	
                26

              	
                Refinance

              
	
                27

              	
                Assumption

              
	
                28

              	
                Modification

              
	
                29

              	
                Charge-Off

              
	
                30

              	
                Third
                  Party Sale

              
	
                31

              	
                Probate

              
	
                32

              	
                Military
                  Indulgence

              
	
                43

              	
                Foreclosure
                  Started

              
	
                44

              	
                Deed-in-Lieu
                  Started

              
	
                49

              	
                Assignment
                  Completed

              
	
                61

              	
                Second
                  Lien Considerations

              
	
                62

              	
                Veteran’s
                  Affairs-No Bid

              
	
                63

              	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	
                Chapter
                  7 Bankruptcy

              
	
                66

              	
                Chapter
                  11 Bankruptcy

              
	
                67

              	
                Chapter
                  13 Bankruptcy

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        X-3


       

      FORM
        OF
        SCHEDULE OF REALIZED LOSSES/GAINS

      


      Exhibit
        3 : Calculation of Realized Loss/Gain Form 332–
Instruction Sheet

       

      NOTE:  Do
        not net or combine items.  Show all expenses individually and all
        credits as separate line items.  Claim packages are due on the
        remittance report date.  Late submissions may result in claims not
        being passed until the following month.  The Servicer is responsible
        to remit all funds pending loss approval and /or resolution of any disputed
        items.

       

      The
        numbers on the 332 form correspond with the numbers listed
        below.

       

      Liquidation
        and Acquisition Expenses:

       

      
        	
                 

              	
                1.

              	
                The
                  Actual Unpaid Principal Balance of the Mortgage Loan.  For
                  documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced
                  is
                  required.

              


      

       

      
        	
                 

              	
                2.

              	
                The
                  Total Interest Due less the aggregate amount of servicing fee that
                  would
                  have been earned if all delinquent payments had been made as agreed.
                  For
                  documentation, an Amortization Schedule from date of default through
                  liquidation breaking out the net interest and servicing fees advanced
                  is
                  required.

              


      

       

      
        	
                 

              	
                3.

              	
                Accrued
                  Servicing Fees based upon the Scheduled Principal Balance of the
                  Mortgage
                  Loan as calculated on a monthly basis. For documentation, an Amortization
                  Schedule from date of default through liquidation breaking out
                  the net
                  interest and servicing fees advanced is
                  required.

              


        	 	 	 


        	 	
                4-12.

              	
                Complete
                  as applicable.  Required
                  documentation:

              


      

       

      *  For
        taxes and insurance advances – see page 2 of 332 form - breakdown required
        showing period of
        coverage, base tax, interest, penalty.  Advances prior to default
        require evidence of servicer efforts to recover advances.

       

       *  For
        escrow advances - complete payment history

       

          (to
        calculate advances from last positive escrow balance forward)

       

      *  Other
        expenses -  copies of corporate advance history showing all
        payments

       

      *  REO
        repairs> $1500 require explanation

       

      *  REO
        repairs>$3000 require evidence of at least 2 bids.

       

      *  Short
        Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer
        Certificate

       

      *  Unusual
        or extraordinary items may require further documentation.

       

      
        	
                 

              	
                13.

              	
                The
                  total of lines 1 through 12.

              


      

       

      Credits:

       

      
        
          	
                   

                	
                  
                    14-21.

                  

                	
                  
                    Complete
                      as applicable.  Required
                      documentation:

                  

                


        

      

       

      *
        Copy of
        the HUD 1 from the REO sale.  If a 3rd Party
        Sale, bid
        instructions and Escrow
        Agent / Attorney  Letter
        of
        Proceeds Breakdown.

       

      *  Copy
        of EOB for any MI or gov't guarantee

       

      *  All
        other credits need to be clearly defined on the 332
        form           

       

      
        	
                 

              	
                22.

              	
                The
                  total of lines 14 through 21.

              


      

       

      
        	
                Please
                  Note:         

              	
                For
                  HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
                  (18b)
                  for Part B/Supplemental proceeds.

              


      

       

      Total
        Realized Loss (or Amount of Any Gain)

       

      
        	
                 

              	
                23.

              	
                The
                  total derived from
                  subtracting line 22 from 13.  If the amount represents a
                  realized gain, show the amount in parenthesis
                  (   ).

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        Exhibit
          3A: Calculation
          of
          Realized Loss/Gain Form 332


      

       

      Prepared
        by:  __________________                                                                                     Date:  _______________

       

      Phone:  ______________________   Email
        Address:_____________________


       

      
        	
                Servicer
                  Loan No.

                 

                 

              	 	
                Servicer
                  Name

                 

                 

              	 	
                Servicer
                  Address

                 

                 

                 

              


      

       

      WELLS
        FARGO BANK, N.A. Loan No._____________________________

       

      Borrower's
        Name: ________________________________________________________

      Property
        Address:
        ________________________________________________________


       

       

      Liquidation
        Type:  REO
        Sale            3rd Party
        Sale                     Short
        Sale       Charge
        Off

       

      Was
        this loan granted a Bankruptcy deficiency or cramdown    Yes        No

      If
“Yes”,
        provide deficiency or cramdown amount
        _______________________________

       

      Liquidation
        and Acquisition Expenses:

      
        	
                (1)

              	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	
                $
                  ______________

              	
                (1)

              
	
                (2)

              	
                Interest
                  accrued at Net Rate

              	
                 ________________

              	
                (2)

              
	
                (3)

              	
                Accrued
                  Servicing Fees

              	
                 ________________

              	
                (3)

              
	
                (4)

              	
                Attorney's
                  Fees

              	
                 ________________

              	
                (4)

              
	
                (5)

              	
                Taxes
                  (see page 2)

              	
                 ________________

              	
                (5)

              
	
                (6)

              	
                Property
                  Maintenance

              	
                 ________________

              	
                (6)

              
	
                (7)

              	
                MI/Hazard
                  Insurance Premiums (see page 2)

              	
                 ________________

              	
                (7)

              
	
                (8)

              	
                Utility
                  Expenses

              	
                 ________________

              	
                (8)

              
	
                (9)

              	
                Appraisal/BPO

              	
                 ________________

              	
                (9)

              
	
                (10)

              	
                Property
                  Inspections

              	
                 ________________

              	
                (10)

              
	
                (11)

              	
                FC
                  Costs/Other Legal Expenses

              	
                 ________________

              	
                (11)

              
	
                (12)

              	
                Other
                  (itemize)

              	
                 ________________

              	
                (12)

              
	 	
                Cash
                  for Keys__________________________

              	
                 ________________

              	
                (12)

              
	 	
                HOA/Condo
                  Fees_______________________

              	
                 ________________

              	
                (12)

              
	 	
                ______________________________________

              	
                 ________________

              	
                (12)

              
	 	 	 	 
	 	
                Total
                  Expenses

              	
                $
                  _______________

              	
                (13)

              


      

       

      
        Credits:

      

      
        	
                 

              	 	 	 
	
                (14)

              	
                Escrow
                  Balance

              	
                $
                  _______________

              	
                (14)

              
	
                (15)

              	
                HIP
                  Refund

              	
                 ________________

              	
                (15)

              
	
                (16)

              	
                Rental
                  Receipts

              	
                 ________________

              	
                (16)

              
	
                (17)

              	
                Hazard
                  Loss Proceeds

              	
                 ________________

              	
                (17)

              
	
                (18)

              	
                Primary
                  Mortgage Insurance / Gov’t Insurance

              	
                 ________________

              	
                (18a)

              
	 	
                HUD
                  Part A

              	 	 
	 	
                HUD
                  Part B

              	
                 ________________

              	
                (18b)

              
	
                (19)

              	
                Pool
                  Insurance Proceeds

              	
                 ________________

              	
                (19)

              
	
                (20)

              	
                Proceeds
                  from Sale of Acquired Property

              	
                 ________________

              	
                (20)

              
	
                (21)

              	
                Other
                  (itemize)

              	
                 ________________

              	
                (21)

              
	 	
                _________________________________________

              	
                 ________________

              	
                (21)

              
	 	 	 	 
	 	
                Total
                  Credits

              	
                $
                  ________________

              	
                (22)

              
	
                Total
                  Realized Loss (or Amount of Gain)

              	
                $
                  ________________

              	
                (23)

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Escrow
        Disbursement Detail

       

      
        
          	
                  Type

                  (Tax
                    /Ins.)

                	
                  Date
                    Paid

                	
                  Period
                    of Coverage

                	
                  Total
                    Paid

                	
                  Base
                    Amount

                	
                  Penalties

                	
                  Interest